#1Ascend Wellness Holdings Investor Roadshow Presentation June 2022 Bettering your life with cannabis. ASCEND AWH#2CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS AWH This presentation includes forward-looking information and statements (together, "forward-looking statements"), which may include, but are not limited to, the plans, intentions, expectations, estimates, and beliefs of the Ascend Wellness Holdings, Inc ("AWH" or the "Company"). Words such as "expects", "continue", "will", "anticipates" and "intends" or similar expressions are intended to identify forward-looking statements. Without limiting the generality of the preceding statement, all statements in this presentation relating to estimated and projected revenue, expectations regarding production capacity, anticipated capital expenditures, proceeds from sale-leasebacks, expansion, profit, product demand, margins, costs, cash flows, sources of capital, growth rates and future financial and operating results are forward-looking statements. We caution investors that any such forward-looking statements are based on the Company's current projections and expectations about future events and financial trends, the receipt of all required regulatory approvals, and on certain assumptions and analysis made by the Company in light of the experience of the Company and perception of historical trends, current conditions and expected future developments and other factors management believes are appropriate. Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein. Such factors include, among other, the risks and uncertainties identified in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, and in the Company's other reports and filings with the applicable Canadian securities regulators on its profile on SEDAR at www.sedar.com and the United States Securities and Exchange Commission ("SEC") at www.sec.gov. Although the Company believes that any forward- looking statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such statements, there can be no assurance that any such forward-looking statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking statements. Any forward-looking statements herein are made as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws. The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this presentation. 2#3BERS CANNABIS MARKET BY THE NUMBERS Unprecedented growth across the emerging industry with room for continued expansion 1231 SALES $25Bn US LEGAL SALES1 IN 2021 $46Bn US LEGAL SALES BY 20262 $62Bn GLOBAL LEGAL MEDICAL SALES BY 20244 STATES 18 STATES PLUS DC RECREATIONAL PROGRAMS 38 STATES HAVE MEDICAL PROGRAMS ACCORDANCE TE 70% OF US STATES LEGAL MEDICAL OR RECREATIONAL 1. "How Cannabis pricing differs from other consumer goods". Deloitte with HIFYRE and BDSA. 2. 3. "US Cannabis Collective: Ahead of the Curve". Vivien Azer @ Cowen Research. "Welcome to Cannabis High..." Wolfe Research. https://www.dlaniner.com/da/global/news/2020/02/dla-niner-launches-global-cannabis-practice/ SUPPORT 68% US CITIZENS AWH SUPPORT LEGALIZATION3 4 BILLS IN-PLAY >50% CONGRESS SUPPORTS LEGALIZATION3 3#4OVERVIEW Vertically integrated operator with assets in Illinois, Michigan, Ohio, Massachusetts, New Jersey, and Pennsylvania. AWH Owns and operates state-of-the-art cultivation facilities; grows award-winning strains and produces a curated selection of products. Tickers Founded CSE: AAWH.U; OTCQX: AAWH EV1 $631M 2018 Market Cap¹ $541M Revenue / 2020 Headquarters New York YoY Growth 2021 $144M/+1100% $332M/+131% Adj. EBITDA / 2020 $31M / 21.5% Employees ~1,500 Margin 2021 $79M / 23.9% EV / 1.9x States of Operation NJ, MI, OH, IL, MA, PA 2022E Revenue(2) EV/ 5.9x Dispensaries 21 open 2022E Adj. EBITDA (2) Cultivation 5 open Total Debt/ Cash $234M / $144M 1. Market Cap: 181.1M of fully diluted shares outstanding times $2.99 share price (CSE) on 5/30/22 equals $536M market cap. Market cap plus $90M of net debt equals $631M enterprise value 2. 2022 estimates based on consensus and stock price as of 5/9/22. 12 4#5FY FINANCIAL HIGHLIGHTS (US$ MILLIONS) FY'20 VS. FY'21 Net Revenue Growth US$ Millions $143.7 FY '20 +131.3% AWH $332.4 FY '21 Y/Y revenue growth driven by 6 new store openings and 100,000 sq. ft of canopy expansions Y/Y 245 bps of margin expansion driven by expanded utilization of wholesale footprint and leveraged G&A Adj. EBITDA / Margin¹ US$ Millions 23.9% Profit: +157.6% 21.4% Margin: +245 bps $79.4 $30.8 FY '20 FY '21 1. Adjusted Gross Profit / Margin and Adjusted EBITDA / Margin are non-GAAP financial measures. Please see the "GAAP Reconciliations" at the end of this presentation for a reconciliation of non-GAAP to GAAP measures. 5#6ASCEND INVESTMENT THESIS FOCUS: ACHIEVE SCALE IN SELECT LIMITED LICENSE MARKETS KEY FLAGSHIP LOCATIONS WITH HIGH BARRIERS TO ENTRY DISCIPLINED CAPITAL ALLOCATION; SUCCESSFUL EXECUTION OF M&A MANAGEMENT WITH PROVEN TRACK RECORD OF EXECUTION IN IL CONTINUED MARGIN IMPROVEMENT AS MORE ASSETS ARE "TURNED ON" STRONG FINANCIALS AND REVENUE GROWTH AWH 6#72022 OUTLOOK Continue to scale our asset base of premier retail locations and state-of-the art cultivation facilities MEET IMPENDING RECREATIONAL DEMAND IN NJ, SOLIDIFY POSITION AS TOP PLAYER IN THE STATE DRAMATIC INCREASES IN PRODUCTION IN IL, MA, NJ, & PA CONTINUE EXPANSION INTO EXISTING MARKETS, PARTICULARLY ILLINOIS & MASSACHUSETTS IMPROVE BOTH RETAIL & WHOLESALE OPERATIONAL EXCELLENCE EXPAND & ELEVATE CURRENT BRAND PORTFOLIO AWH 7#8EXPANDING FOOTPRINT 5 → 7 states (1.2) 21 → 34 dispensaries (1.2) ILLINOIS 8 retail 1 cultivation / processing MASSACHUSETTS 2 retail 1 planned retail¹ 1 cultivation / processing MICHIGAN 7 retail 1 planned retail1 1 cultivation processing NEW JERSEY 2 retail 1 planned retail¹1 1 cultivation processing OHIO 2 medical retail 1 cultivation / processing PENNSYLVANIA¹ 6 planned medical retail licenses 1 planned cultivation / processing NEW YORK² 4 medical retail licenses 1 cultivation / processing ILLINOIS MASSACHUSETTS NEW JERSEY AWH MICHIGAN OHIO NEW YORK PENNSYLVANIA Current Operations Not yet operating licenses or transaction pending (1,2) 2020 YE 12 Dispensaries 74,000 ft² Canopy 2021 YE 20 Dispensaries 175,000 ft² Canopy Q1 2022/CURRENT 21 Operating Dispensaries 9 Additional Dispensary Licenses¹ 213,000 ft² Canopy 2023 YE 7 States (1,2) 34 Operating Dispensaries (1,2) 1. License is owned by AWH, but the site is not yet operational and/or under construction. 2. Includes NY transaction which is expected to close in the coming weeks. The transaction would include 4 operating dispensaries and 1 cultivation facility. 8#94 OF TOP REC MARKETS AND 2 OF TOP MEDICAL MARKETS 2020E Legal plus AWH State Population (2021 in Millions)(1) Total Number of Dispensaries (2021)(2,3) Population Per Dispensary State Rank(4) Illicit Sales ($U.S. Billions) (4) RECREATIONAL Illinois 12.7 111 115,000 4 $3.2 Michigan 10.1 448 22,500 5 $2.8 New Jersey 9.3 23 620,000 7 $2.2 Massachusetts 7.0 130 54,000 9 $1.9 New York(5) 19.5 38 513,000 2 $5.4 MEDICAL Ohio 11.8 53 223,000 3 $2.7 Pennsylvania 13.0 136 103,000 2 $2.9 4. "Initiate on US Cannabis: Generational Wealth Opportunity, Avg. Upside >100%", Jefferies, July 7, 2021. Rank based on 2020E legal and illicit sales by the state in each respective categories (medical vs recreational). 5. Adult use legislation passed but recreational sales have not yet started. 1. 2021 Census. U.S. Census Bureau's Vintage 2021 national and state population estimates. 2. Grown In Cannabis fact Sheet, January 2022; medical and recreational dispensaries. 3. Pennsylvania DOH, Medical Marijuana Dispensaries in Pennsylvania, as of February 2022. 6#10HIGHLY DESIRABLE FLAGSHIP LOCATIONS ASCEND поса ASCEND +ASCEND AWH ASCEND ST. LOUIS AREA COLLINSVILLE Strategically located in the retail corridor near St. Louis CHICAGO RIVER NORTH Located just outside Chicago Loop, the central shopping and business district BOSTON BOSTON GARDEN / FANEUIL HALL Downtown Boston located between TD Garden and Faneuil Hall NEW JERSEY PARAMUS AREA On Rt. 17 and a mile from Garden State Plaza in Northern NJ NEW JERSEY FORT LEE Minutes to the George Washington Bridge, NJ Turnpike, and NJ Rt. 46 10 10#11CULTIVATION UPDATE Canopy at Current YE21 May State (ft²) 2022 IL 113,000 113,000 MI 28,000 28,000 MA 17,000 54,000 NJ 16,000 16,000 OH 2,000 2,000 • . Total 176,000 213,000 NJ canopy expansion underway; expect 42,000 sq. ft total by year-end • First harvest of the expanded canopy in Illinois is • expected to benefit Q2 Completed 37,000 sq. ft of the canopy expansion in Massachusetts; the first harvest is expected before summer AWH#12RETAIL UPDATE 43% AWH OR PARTNER PRODUCTS $12.7M AVERAGE REVENUE PER DISPENSARY . • · · Continue to increase AWH products as % of retail sales Highest revenue per dispensary of US multi-state operators Opened 2nd floor Boston as immersive cannabis experience Opened East Lansing, MI on Friday May 27th KIN HERE! AWH IT SMELLS DANK IN HERE REALLY SMELL THIS COLUMN RYOPHYLLE FRAGRANCE PROFILE: BASIL CARYOPHYLLENE CARRY US AWAY! THE MOST COMMON TERPENE FOUND IN CANNABIS AND IS BELIEVED TO PROMOTE CALMING EFFECTS PAIRS WELL WITH: CHILLING ON THE COUCH. SCOLUMN. HIGHE TEND#13PIPELINE OF ASSETS Significant upside from assets "turning on" in 2022 and 2023 AWH New Bedford, MA Dispensary Fort Lee, NJ Dispensary PA Dispensary 1 PA Dispensary 2 PA Dispensary 3 Montclair, NJ Dispensary Expansion Boston, MA Dispensary 2nd Floor IIIII Athol, MA Lab & Kitchen 2022 Franklin, NJ Phase 2 Cultivation PA Dispensary 4 PA Dispensary 5 PA Dispensary 6 IIIII Franklin, NJ Lab & Kitchen Pennsylvania Cultivation Pennsylvania Lab & Kitchen Century, MI Dispensary IIIII 2023 13#14LAUNCHING A NEW VALUE BRAND Value brands comprise 25% of sales¹ in Simply Herb markets SIMPLY HERB I SIMPLY HERB SIMPLY HERB OZONE OZONE SWEET INDICA GUMMIES 180 THC-10 EACH Net Weight Per Package Zig-Unit Wigh This is a musical cannabis-infused prec OZONE OZONE RESERVE OZONE RESERVE ONE EIGHTH OZ PREMIUM CANNABIS FLOWER LEVATE YOUR EXPERIENCE OZONE RESERVE 2 0.56 LIVE RESIN INFUSED PRE-ROLLS NET WT. 1g 0.0350z AWH LAUNCHING NOW IL, MA, MI FORM FACTORS Flower, pre-rolls POTENCY Flower THC 18-22% CONSUMER The price conscious consumer PRICE $$$$$ GOOD (1) BDSA bottom 25th percentile ARP in MA, IL, and MI Q3-Q4 2021 AVAILABLE IL, MA, MI, NJ FORM FACTORS Edibles, vapes, flower, glass joints, pre-rolls POTENCY Flower THC 22-25% CONSUMER Cannabis consumer looking for a quality, trusted, everyday brand PRICE $$$$$ BETTER AVAILABLE IL, MA, MI FORM FACTORS Edibles, vape, flower, infused pre- rolls, concentrates QUALITY Flower THC 25%+; broad terpene profiles, higher quality buds, etc CONSUMER Provides the most exceptional cannabis experience to the 'canna-connoisseur' PRICE $$$$$ BEST 14#15Q1 2022 BALANCE SHEET AND CASH FLOW Cash & Equivalents ($ in millions) AWH 250 3/31/22 ($ in millions) 200 155 Cash & 143.8 -1 150 -1 Equivalents -10 Fully Diluted 100 Shares 181.1 Outstanding 50 Basic & Diluted (1) 0 12/31/21 Total Debt, net (2) 233.7 Cash used for Operations Cash used for Investing Cash used for Financing 144 3/31/22 Net Debt (3) 89.9 (1) Includes 174.4M Class A Common Shares, 65k Class B shares, 6.6M of unvested Restricted Stock Units or Restricted Stock Awards, and 17.6k in the money warrants. There are 3.5M warrants outstanding at an exercise price of $4. Dilution was calculated using the treasury stock method and a 3/31/31 share price of US$4.02 on the CSE. (2) (3) Total Debt, net is equal to Total debt less unamortized deferred financing costs. Net debt is equal to Total Debt,net less Cash & Equivalents. Note: waterfall may not foot due to rounding. $10M cash used for operations D $1M cash used for investing (proceeds from NJ sale-leaseback nearly offsetting payments made for acquisitions in prior quarters and capital investments) $1M cash used for debt payment 15#16VALUATION DISPARITY Company and Industry poised for re-rate Consensus Adjusted EBITDA Growth 13% 6% 67% 12.9x 80% EV/ Adjusted EBITDA Multiples 6.2x 38% 35% S&P 500 All MSOS 8.2x 5.0x S&P 500 All MSOS AAWH ■Adj EBITDA Growth 22E/21A ■Adj EBITDA Growth 23E/22E I EV/2022 E Adj EBITDA EV/2023 E Adj EBITDA 8.0x 4.5x AAWH All MSOs includes Tier 1 and Tier 2. Tier 1 includes Curaleaf, Green Thumb, Cresco, Trulieve. Tier 2 includes AWH, Ayr, Jushi, Terrascend, Verano, and Columbia Care. Multiples based on factset data as of 5/4/2022. AWH 16#17COMMITTED TO PEOPLE AND TO PEOPLE AND THE PLANET Environmental, Social, and Governance (ESG) initiatives; AWH has pledged to several United Nations Sustainable Development Goals (several of which are highlighted below) and is disclosing data aligned with the Sustainable Accounting Standards Board (SASB) in the Company's 2021 annual report NO 1 POVERTY Job Creation AWH has created strong jobs in areas with high unemployment e.g. AWH has created 400 jobs in Pike county, IL and is the county's largest employer. Strong Wages Depending on state, job position, and labor markets, all field eployees are paid an average of $4.70 to $14.50 per hour more than minimum wage. 3 GOOD HEALTH AND WELL-BEING Benefits AWH AWH provides employees with a 401k plan, FSA plan, Long- Term and Short-Term Incentive plan, and comprehensive core and voluntary benefits. COVID AWH provided numerous COVID related benefits to employees including 36 hours of PTO and gift cards to incentivize vaccination rates. 5 GENDER EQUALITY Employee Resource Groups (ERGS) AWH has over 100 employees participating in 3 ERGS (Women in Leadership, LGBTQIA+, and Black) to promote an inclusive culture and environment. Data Example 37% of leadership positions (supervisor and up) are held by females; 26% of leadership positions held by ethnic minorities. Working to increase both stats to improve parity. 16 PEACE, JUSTICE AND STRONG INSTITUTIONS Expungement Clinics AWH has contributed funds to the Continuing Legal Education (CLE) institute, which seeks to educate attorneys interested in learning the ins and outs of the expungement process. Incubation Nonprofit In January 2022, AWH established the Ascend Foundation, a 501(c)(4) with a commitment to support individuals who qualify as social equity applicants. 17#18AWH OZONE PREMIUM CANNABIS VAPE CARTRIDGE 500 MG APPENDIX Ray-Ban 18 OZONE#19USE OF NON-GAAP FINANCIAL METRICS AND ADDITIONAL INFORMATION AWH This presentation includes certain non-GAAP financial measures as defined by the SEC including Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and Adjusted EBITDA margin. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the appendix. This information should be considered as supplemental in nature and not as a substitute for, or superior to, any measure of performance prepared in accordance with GAAP. We define "Adjusted Gross Profit" as gross profit excluding non-cash inventory costs, which include depreciation and amortization included in cost of goods sold, equity-based compensation included in cost of goods sold, start-up costs included in cost of goods sold, and other non-cash inventory adjustments. We define "Adjusted Gross Margin" as Adjusted Gross Profit as a percentage of net revenue. Our "Adjusted EBITDA" is a non-GAAP measure used by management that is not defined by U.S. GAAP and may not be comparable to similar measures presented by other companies. We define "Adjusted EBITDA Margin" as Adjusted EBITDA as a percentage of net revenue. Management calculates Adjusted EBITDA as the reported net loss, adjusted to exclude: income tax expense; other (income) expense; interest expense; depreciation and amortization; depreciation and amortization included in cost of goods sold; non-cash inventory adjustments; equity-based compensation; equity-based compensation included in cost of goods sold; start-up costs; start-up costs included in cost of goods sold; transaction-related and other non-recurring expenses; litigation settlement; and loss on sale of assets. Accordingly, management believes that Adjusted EBITDA provides meaningful and useful financial information, as this measure demonstrates the operating performance of the business. Non-GAAP financial measures may be considered in addition to the results prepared in accordance with U.S. GAAP, but they should not be considered a substitute for, or superior to, U.S. GAAP results. 19#20AWH FY 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 FY 2021 Q1 2022 $ 60,914 $ 29,667 $ 34,516 $ 40,954 $ 30,835 $ 135,972 $ 23,447 42.4% 44.9% 41.4% 43.4% 34.8% 40.9% 27.6% 3,696 2,162 2,387 2,063 3,000 9,612 2,943 349 2,580 2,929 3,995 3,923 750 2,714 335 1,115 4,914 2,204 GAAP RECONCILIATIONS ($000S) Adjusted Gross Profit Gross Profit Gross Margin Depreciation and amortization included in cost of goods sold Equity-based compensation included in cost of goods sold (1) Start-up costs included in cost of goods sold (2) Non-cash inventory adjustments(2 Adjusted Gross Profit Adjusted Gross Margin 146 $ 64,756 $ 32,579 $ 39,617 $ 43,701 $ 37,530 $ 153,427 $ 36,512 45.1% 49.3% 47.5% 46.3% 42.4% 46.2% 42.9% FY 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 FY 2021 Q1 2022 Adjusted EBITDA Net Income (Loss) Income tax expense 8,976 11,995 $ (23,841) $ (48,223) $ (44,897) $ (13,026) $ (16,511) $ (122,657) $ (27,815) 18,702 41,720 12,307 8,442 7,107 Other (income) expense (7) (80) (82) (44) (50) (256) (103) Interest expense 12,993 7,337 36,888 12,376 7,388 63,989 6,031 Depreciation and amortization 7,914 2,419 2,470 2,520 2,628 10,037 2,732 Depreciation and amortization included in cost of goods sold 3,696 2,162 2,387 2,063 3,000 9,612 2,943 Non-cash inventory adjustments 146 750 2,714 335 1,115 4,914 2,204 Equity-based compensation 680 2,487 1,711 2,587 8,565 15,350 2,504 Equity-based compensation included in cost of goods sold Start-up costs (3) 349 2,580 2,929 3,995 8,097 1,311 1,716 1,227 1,211 5,465 837 (1) Start-up costs included in cost of goods sold 3,923 Transaction-related and other non-recurring expenses" (4) (Gain) Loss on the sale of assets 2,164 286 2,178 5,406 2,191 649 1,434 11,209 6,194 (44) Litigation settlement 36,511 Adjusted EBITDA Adjusted EBITDA Margin 605 36,511 5,000 79,428 $ 16,370 23.9% 19.2% 818 $ 30,830 $ 15,828 $ 20,308 $ 23,534 $ 19,758 $ 21.4% 23.9% 24.4% 24.9% 22.3% (1) Incremental expenses associated with the expansion of activities at our cultivation facilities that are not yet operating at scale, including excess overhead expenses resulting in delays from regulatory approvals at certain cultivation facilities. (2) Primarily consists of write-offs of expired products and obsolete packaging. (3) One-time costs associated with acquiring real estate, obtaining licenses and permits, and other costs incurred before commencement of operations at certain locations. (4) Legal and professional fees associated with litigation matters, potential acquisitions, and other regulatory matters and other non-recurring expenses. The prior year includes expenses related to the Company's Initial Public Offering. 20 20#21AWH RIOFOCO ASCEND WELLNESS HOLDINGS https://awholdings.com/investors Investor Contact: Rebecca Koar [email protected] 150 coco 00 R NO ORI 150 RIOCOS 21