Cresco Labs puts three restructuring resolutions to October 30 vote. Holders will weigh a new parent company, a Delaware move and a voting-share sunset extension as Cresco pursues a potential U.S. listing. A proposed move from British Columbia to Delaware went before shareholders in a management circular filed Sept. 24, with a vote set for Oct. 30. Cresco Labs Inc. CNSXCL OTCMKTSCRLBF is seeking three special resolutions at its Oct. 30 meeting, including one that would extend the sunset date for its multiple voting shares from the first to the third anniversary of a U.S. listing. The vote is part of Cresco's preparations for a potential senior U.S. exchange listing, according to its Sept. 24 release. That release announced neither an exchange approval nor a listing date. Holders will decide on a share exchange, a later redomicile and the voting-share amendment at the same annual general and special meeting. Cresco shares traded at C$1.05 on the Canadian Securities Exchange at 2:38 p.m. EDT on Sept. 25, according to the CNSXCL quote. Cresco is a U.S. cannabis producer and retailer. Its investor page described operations in eight states as of Sept. 25, with branded products and dispensaries under the Sunnyside name. The share exchange would preserve relative rights. Under the proposed share exchange, securities in Cresco would be exchanged for securities in a new parent company, called TopCo, that would become the publicly listed entity. The company's release says the exchange would apply equally to all share classes, leaving holders' relative voting and economic rights unchanged. The board would also gain discretion to carry out a reverse share split if needed, Cresco said. Its release did not give a split ratio. Neither the exchange nor the split was described as complete. A separate resolution asks holders to approve moving TopCo from British Columbia to Delaware after the share exchange. It also provides for a new long-term equity incentive plan for a U.S.-domiciled issuer. If shareholders approve the move, the board could implement it at any time through Dec. 31, 2027, according to the release; approval at the meeting would not itself set an implementation date. "The proposals we are putting before shareholders are designed to position Cresco Labs for listing on a senior U.S. exchange," Cresco Labs chief executive Charles Bachtell said in the Sept. 24 release. The vote has an october deadline. The third special resolution would move the multiple voting shares' listing sunset date from the first to the third anniversary of a U.S. listing. Cresco says those shares would convert automatically after the amended sunset date, if the measure is approved and a listing occurs. Its board unanimously recommends a vote in favour of each resolution. The release says the circular and related proxy materials are available under Cresco's profile on SEDAR+. The circular itself was not read for this report, so the account of its resolutions is attributed to Cresco's release. The release gives no vote threshold for the three special resolutions. Shareholders of record at the Sept. 15 close may vote at the virtual meeting, Cresco said. Proxies are due by noon CDT on Oct. 28, though intermediaries may set an earlier deadline for beneficial owners. The Oct. 30 meeting, scheduled for noon CDT, will decide the three restructuring resolutions.

Topco Associates announces new Board Chairman, updates to the Board. Topco names new members to Board of Directors, Operations Team. Topco Associates, LLC recently held its Annual Membership Conference where - among other notable initiatives - the Board elected Big Y Foods, Inc. President and Chief Executive Officer Michael D'Amour as Board Chairman. "I am truly honored for the opportunity to continue serving on Topco's Board of Directors as Board Chairman," D'Amour said. "I look forward to continuing to strengthen our partnership within the membership as we further drive our shared strategic vision for Topco." D'Amour is the grandson of Big Y co-founder Paul D'Amour and began working in the supermarkets in various roles as a teenager before beginning his full-time career at Big Y in 1996. Big Y has been a member of Topco since 1991. He most recently served as Vice Chairman on Topco's Board of Directors, has been an active supporter of Topco for decades and previously served as a member of the Operations Team for more than 20 years. Additionally, D'Amour serves on the board of FMI/The Food Industry Association. He replaces outgoing Chairman, K-VA-T Food Stores, Inc. President and Chief Executive Officer Steve Smith, who served as Board Chairman for two years before his term expired following the annual conference. A member of Topco's Board of Directors since 1999, Smith previously served as chairman from 2003-2007 and 2011-2013, as well as vice chairman from 2022-2024 and will remain a Director. "We thank Steve for his stewardship and leadership of Topco's Board of Directors over the past two years," said Topco President and CEO Randy Skoda. "We look forward to Michael's oversight of the strategic direction of the Topco Board of Directors and to advancing the strength, innovation, and collective success of independent grocery retailer and wholesale member-owners." In addition to D'Amour's appointment, Principals of Topco's full Member-Owners unanimously approved the appointment of the following Directors for a two-year term. The current Topco Board of Directors is as follows: Topco Chairman of the Board of Directors Michael D'Amour, Big Y Foods, Inc; Chris Coborn, Coborn's Incorporated; Dan Funk, Associated Wholesale Grocers, Inc.; Brian George, Alex Lee, Inc.; John Persons, Northeast Grocery, Inc.; David Rice, Associated Food Stores, Inc.; Todd Schnuck, Schnuck Markets, Inc.; Steve Smith, K-VA-T Food Stores, Inc.; Randy Skoda, Topco Associates, LLC; Pete Van Helden, Stater Bros. Markets; and Eric Winn, C&S Wholesale Grocers. Changes to Topco's Operations Team were also made during the conference, including the co-chair appointment of Manard Lagasse, Topco Executive Vice President and Chief Operating Officer. He will work alongside fellow co-chair Rebecca Calvin, Stater Bros. Markets' Executive Vice President and Chief Merchandising Officer, leading the team to make recommendations and decisions that leverage and maximize Topco's effectiveness as a strategic resource and partner for its member-owners. The current Topco Operations Team is as follows: Nick Albrecht, The Fred W. Albrecht Grocery Company; Tye Anthony, Associated Wholesale Grocers, Inc.; Randy Arceneaux, Affiliated Foods, Inc.; Rebecca Calvin, Stater Bros. Markets; Tanya Carlson, Coborn's Incorporated; Michael Cormier, Big Y Foods, Inc.; Jeff Culhane, Northeast Grocery Inc.; Bob Gleeson, Weis Markets, Inc.; Dan Glei, K-VA-T Food Stores, Inc.; Kim Gray, Schnuck Markets, Inc.; Tom Hermes, Alex Lee, Inc./MDI; Glen Keysaw, Associated Food Stores, Inc.; Manard Lagasse, Topco Associates, LLC; Jerry LeClair, Brookshire Holdings, Inc.; and Mark McGowan, C&S Wholesale Grocers. - About Topco Associates, LLC - Topco Associates, LLC is a $19.5 billion, privately held, member-owned company that provides aggregation, innovation and knowledge management solutions for its leading food industry member-owners and customers, including grocery retailers, wholesalers, food service, and pharmacy companies. Topco leverages the collective volume, knowledge, and commitment of these companies to create a competitive advantage in the marketplace by reducing costs and offering winning business-building capabilities. For more information, visit www.topco.com.

President and CEO Michael D'Amour was appointed vice chairman of Topco's board of directors.