Share Consolidation

Effective April 28, 2022, Harborside Inc. (“Harborside” or the “Company”) will file articles of amendment to legally change its name (the “Name Change”) to “StateHouse Holdings Inc.” (“StateHouse”) and to effect the consolidation (the “Consolidation”) of all of its issued and outstanding subordinate voting shares (“SVS”).

Pursuant to the Consolidation, shareholders will receive one post-Consolidation SVS for every six pre-Consolidation SVS (the “Consolidation Ratio”). Accordingly, following the Name Change and Consolidation, shareholders currently holding six SVS of Harborside will instead own one SVS of StateHouse. The trading price of the SVS is expected to reflect the Consolidation Ratio immediately upon the resumption of trading following the Name Change and Consolidation.

The Consolidation was overwhelmingly approved by shareholders at a special meeting held on February 22, 2022, with more than 98% of votes cast in favour. Below, management explains the rationale for the Consolidation and answers other key questions that shareholders may have related to the Consolidation.

Why consolidate the shares?

Management expects that the Consolidation will create a higher trading price of the SVS and a more compact capital structure. Management believes this will make the Company’s SVS more attractive to large institutional investors, which is crucial to broadening the shareholder base and supporting the Company’s external growth strategy.

The Consolidation is also expected to make the Company’s SVS eligible for the Canadian Securities Exchange’s proposed “Senior Tier”. Being a member of this tier would, among other benefits, qualify the stock to trade on margin which should enhance liquidity and further expand the shareholder base. (Please click here for more details on the Canadian Securities Exchange’s proposed revisions to its listing policies, including implementation of a “Senior Tier”.)

Will this affect my shareholding in any other way?

No. The trading price of the SVS is expected to reflect the six-for-one Consolidation Ratio immediately upon the resumption of trading post-Consolidation. Further, as all of the outstanding SVS are subject to the Consolidation, your total ownership position will be unchanged.

Is this related to the mandatory conversion of all Multiple Voting Shares (MVS) into SVS?

No. The mandatory conversion of all issued and outstanding MVS into SVS, which resulted in one class of shares for the Company, tool place on March 31, 2022, prior to the Consolidation.

What if the number of shares owned is not a multiple of six?

In the event that the consolidation resulted in the issuance of fractional Shares, (i) each fractional post-Consolidation SVS was rounded down to the nearest whole.

How will this affect my outstanding warrants?

Holders of SVS Warrants will be entitled to receive one post-Consolidation SVS on the exercise of six SVS Warrants. The exercise price of the SVS Warrants will be proportionally adjusted to reflect the Consolidation. Accordingly, six SVS Warrants will be exercisable for one post-Consolidation SVS at an aggregate exercise price of $22.14 ($3.69 x 6).

Where can I find out more information about the Consolidation?

More information is available in the management information circular (the “Circular”) that was filed on SEDAR on January 26, 2022. A copy of the Circular can be found on the Company's SEDAR profile at www.sedar.com

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