ITHUF · iANTHUS CAPITAL HOLDINGS, INC. · Insider Trading

Represents a grant of restricted stock units pursuant to the Issuer's Amended and Restated Omnibus Incentive Plan dated October 15, 2018 (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. The restricted stock units are scheduled to vest on the first anniversary of the date of the grant, subject to the reporting person's continued service with the Issuer. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the reporting person within 73 days following the vesting date applicable to such restricted stock units.

Represents a grant of restricted stock units pursuant to the Issuer's Amended and Restated Omnibus Incentive Plan dated October 15, 2018 (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. The restricted stock units are scheduled to vest on the first anniversary of the date of the grant, subject to the reporting person's continued service with the Issuer. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the reporting person within 73 days following the vesting date applicable to such restricted stock units.

Represents a grant of restricted stock units pursuant to the Issuer's Amended and Restated Omnibus Incentive Plan dated October 15, 2018 (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. The restricted stock units are scheduled to vest on the first anniversary of the date of the grant, subject to the reporting person's continued service with the Issuer. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the reporting person within 73 days following the vesting date applicable to such restricted stock units.

Represents a grant of restricted stock units pursuant to the Issuer's Amended and Restated Omnibus Incentive Plan dated October 15, 2018 (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. The restricted stock units are scheduled to vest on the first anniversary of the date of the grant, subject to the reporting person's continued service with the Issuer. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the reporting person within 73 days following the vesting date applicable to such restricted stock units.

Represents a grant of restricted stock units pursuant to the Issuer's Amended and Restated Omnibus Incentive Plan dated October 15, 2018 (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. The restricted stock units are scheduled to vest on the first anniversary of the date of the grant, subject to the reporting person's continued service with the Issuer. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the reporting person within 73 days following the vesting date applicable to such restricted stock units.

Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 66,070,621 restricted stock units granted to the Reporting Person on August 31, 2023.

Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 4,316,547 restricted stock units granted to the Reporting Person on June 27, 2023.

Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 66,070,621 restricted stock units granted to the Reporting Person on August 31, 2023.

Represents a grant of restricted stock units pursuant to the Issuer's Amended and Restated Omnibus Incentive Plan dated October 15, 2018. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. Subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest on the first anniversary of the date of the grant, subject to the reporting person's continued service with the Issuer. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the reporting person within 73 days following the vesting date applicable to such restricted stock units.

Represents a grant of restricted stock units pursuant to the Issuer's Amended and Restated Omnibus Incentive Plan dated October 15, 2018. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. Subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest on the first anniversary of the date of the grant, subject to the reporting person's continued service with the Issuer. The shares shall be delivered to the reporting person on the earlier of: (i) the date on which the reporting person resigns from the Issuer's Board of Directors (the "Board"); or (ii) the date that the reporting person's tenure with the Board expires.

Represents a grant of restricted stock units pursuant to the Issuer's Amended and Restated Omnibus Incentive Plan dated October 15, 2018. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. Subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest on the first anniversary of the date of the grant, subject to the reporting person's continued service with the Issuer. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the reporting person within 73 days following the vesting date applicable to such restricted stock units.

Represents a grant of restricted stock units pursuant to the Issuer's Amended and Restated Omnibus Incentive Plan dated October 15, 2018. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. Subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest on the first anniversary of the date of the grant, subject to the reporting person's continued service with the Issuer. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the reporting person within 73 days following the vesting date applicable to such restricted stock units.

Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 66,070,621 restricted stock units granted to the Reporting Person on August 31, 2023.

Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 4,296,547 restricted stock units granted to the Reporting Person on June 27, 2023.

The Common Shares were issued as payment of a fee in connection with an amendment, dated February 20, 2024 (the "Amendment"), to secured bridge notes originally issued by a wholly-owned subsidiary of Issuer on February 2, 2021.

The Common Shares were issued based on a price per share equal to the volume-weighted average trading price of the Common Shares on the Canadian Securities Exchange for the 20 consecutive trading days immediately prior to the date of the Amendment.

The securities to which this filing relates are held directly by Oasis Investments II Master Fund Ltd., a Cayman Islands exempted company (the "Oasis II Fund"). Oasis Management Company Ltd., a Cayman Islands exempted company (the "Investment Manager"), is the investment manager of Oasis II Fund. Seth Fischer, is responsible for the supervision and conduct of all investment activities of the Investment Manager, including all investment decisions with respect to the assets of the Oasis II Fund.

The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

The Common Shares were issued as payment of a fee in connection with an amendment, dated February 20, 2024 (the "Amendment"), to secured bridge notes originally issued by a wholly-owned subsidiary of Issuer on February 2, 2021.

The Common Shares were issued based on a price per share equal to the volume-weighted average trading price of the Common Shares on the Canadian Securities Exchange for the 20 consecutive trading days immediately prior to the date of the Amendment.

These securities are held in the accounts Senvest Master Fund, LP and Senvest Global (KY) (collectively, the "Investment Vehicles"). Senvest Management, LLC ("Senvest") serves as investment manager of each of the Investment Vehicles. Richard Mashaal ("Mr. Mashaal") is the managing member of Senvest. Senvest may be deemed to have investment and voting control over the securities held by the Investment Vehicles by virtue of Senvest's position as investment manager of each of the Investment Vehicles. Mr. Mashaal may be deemed to have investment and voting control over the securities held by the Investment Vehicles by virtue of Mr. Mashaal's status as the managing member of Senvest.

For convenience, the Reporting Persons have included all securities held by the Investment Vehicles, including securities in excess of the Reporting Persons' pecuniary interest. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Shares were issued as payment of a fee in connection with an amendment, dated February 20, 2024 (the "Amendment"), to secured bridge notes originally issued by a wholly-owned subsidiary of Issuer on February 2, 2021.

Shares were issued based on a price per share equal to the volume-weighted average trading price of the Common Shares on the Canadian Securities Exchange for the 20 consecutive trading days immediately prior to the date of the Amendment.

See footnote 3.

Shares were issued as payment of a fee in connection with an amendment, dated February 20, 2024 (the "Amendment"), to secured bridge notes originally issued by a wholly-owned subsidiary of Issuer on February 2, 2021.

Shares were issued based on a price per share equal to the volume-weighted average trading price of the Common Shares on the Canadian Securities Exchange for the 20 consecutive trading days immediately prior to the date of the Amendment.

Gotham Green Partners, LLC, of which Jason Adler is the managing member, is the SEC registered investment adviser to the Gotham funds, including Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. Gotham Green GP II, LLC is the general partner of Gotham Green Fund II, L.P. and Gotham Green Fund II (Q), L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting.

The restricted stock units were granted pursuant to the Issuer's Amended and Restated Omnibus Equity Incentive Plan, dated October 15, 2018 (the "Plan"). Subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest in three (3) equal annual installments on the first (3) anniversaries of the date of grant, subject to the Reporting Person's continued service with the Issuer.

Represents the issuance of the shares underlying the remaining vested portion of the grant of the restricted stock units to the reporting person on November 22, 2022.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting.

Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 2,439,024 restricted stock units granted to the Reporting Person on January 5, 2024.

Represents a grant of restricted stock units pursuant to the Issuer's Amended and Restated Omnibus Incentive Plan dated October 15, 2018 (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. Subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest on the first anniversary of the date of the grant, subject to the reporting person's continued service with the Issuer. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the reporting person within 73 days following the vesting date applicable to such restricted stock units.

Represents a grant of restricted stock units pursuant to the Issuer's Amended and Restated Omnibus Incentive Plan dated October 15, 2018 (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. Subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest on the anniversary of the date of the grant, subject to the reporting person's continued service with the Issuer. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the reporting person within 73 days following the vesting date applicable to such restricted stock units.

Reporting Person has determined that all previously granted restricted stock units reported on Table II will be treated as issued common shares of the Issuer, subject to applicable vesting requirements, and reported on Table I.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting.

The restricted stock units were granted pursuant to the Issuer's Amended and Restated Omnibus Equity Incentive Plan, dated October 15, 2018 (the "Plan"). Subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest in three (3) equal annual installments on the first (3) anniversaries of the date of grant, subject to the Reporting Person's continued service with the Issuer.

Represents a grant of restricted stock units pursuant to the Issuer's Amended and Restated Omnibus Incentive Plan dated October 15, 2018 (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. Subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest on the first anniversary of the date of the grant, subject to the reporting person's continued service with the Issuer. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the reporting person within 73 days following the vesting date applicable to such restricted stock units.

Represents a grant of restricted stock units pursuant to the Issuer's Amended and Restated Omnibus Incentive Plan dated October 15, 2018 (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. Subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest on the first anniversary of the date of the grant, subject to the reporting person's continued service with the Issuer. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the reporting person within 73 days following the vesting date applicable to such restricted stock units.

Represents the issuance of the shares underlying the remaining vested portion of the grant of the restricted stock units to the reporting person on September 19, 2022.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting.

Represents the issuance of the shares underlying the remaining vested portion of the grant of the restricted stock units to the reporting person on September 19, 2022.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting.

The restricted stock units were granted pursuant to the Issuer's Amended and Restated Omnibus Equity Incentive Plan, dated October 15, 2018 (the "Plan").

Represents shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of 11,816,034 restricted stock units granted to the Reporting Person on July 26, 2022.

Represents the issuance of the shares underlying the remaining vested portion of the grant of the restricted stock units to the reporting person on July 26, 2022.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting.

The restricted stock units were granted pursuant to the Issuer's Amended and Restated Omnibus Equity Incentive Plan, dated October 15, 2018 (the "Plan").

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting.

The restricted stock units were granted pursuant to the Issuer's Amended and Restated Omnibus Equity Incentive Plan, dated October 15, 2018 (the "Plan").

Represents the issuance of the shares underlying the remaining vested portion of the grant of the restricted stock units to the reporting person on September 19, 2022.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting.

The restricted stock units were granted pursuant to the Issuer's Amended and Restated Omnibus Equity Incentive Plan, dated October 15, 2018 (the "Plan").

Each restricted stock unit represents a contingent right to receive one common share of the Issuer following vesting.

The restricted stock units referenced in Column 9 were granted pursuant to the Issuer's Amended and Restated Omnibus Incentive Plan dated October 15, 2018 (the "Plan"). Subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest in three (3) equal annual installments on the first three (3) anniversaries of the date of the grant, subject to the reporting person's continued service with the Issuer. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the Reporting Person within 73 days following the vesting date applicable to such restricted stock units.

Represents a grant of restricted stock units pursuant to the Issuer's Amended and Restated Omnibus Incentive Plan dated October 15, 2018 (the "Plan"). Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting. Subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest in three (3) equal annual installments on the first three (3) anniversaries of the date of the grant, subject to the reporting person's continued service with the Issuer. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the reporting person within 73 days following the vesting date applicable to such restricted stock units.

Represents the issuance of the shares underlying the initial vested portion of the grant of restricted stock units to the Reporting Person on May 17, 2023.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting.

The restricted stock units referenced in Column 9 were granted pursuant to the Issuer's Amended and Restated Omnibus Equity Incentive Plan dated October 15, 2018. Such restricted stock units will vest on the first anniversary of the date of grant, subject to the Reporting Person's continued service with the Issuer.

This transaction was executed in multiple trades at prices ranging from $0.0155 to $0.0250; the price reported above reflects the volume-weighted average purchase price. The Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these trades were effected upon request to the SEC staff, the Issuer or a security holder of the Issuer.

This transaction was executed in multiple trades at prices ranging from $0.02 to $0.0236; the price reported above reflects the volume-weighted average purchase price. The Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these trades were effected upon request to the SEC staff, the Issuer or a security holder of the Issuer.

This transaction was executed in multiple trades at prices ranging from $0.0185 to $0.021; the price reported above reflects the volume-weighted average purchase price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which these trades were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.

Each restricted stock unit represents a contingent right to receive one common share of the Issuer following vesting.

The restricted stock units were granted pursuant to the Issuer's Amended and Restated Omnibus Equity Incentive Plan dated October 15, 2018 (the "Plan"). There is an immediate vesting of 5,586,592 units on May 18, 2023 and the remaining 12,011,173 units will vest on May 17, 2024. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the Reporting Person within 73 days following the vesting date applicable to such restricted stock units.

Each restricted stock unit represents a contingent right to receive one common share of the Issuer following vesting.

The restricted stock units were granted pursuant to the Issuer's Amended and Restated Omnibus Equity Incentive Plan dated October 15, 2018 (the "Plan") and vest in three equal annual installments on May 17, 2024, May 17, 2025 and May 17, 2026, subject to the Reporting Peron's continued service with the Issuer. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the Reporting Person within 73 days following the vesting date applicable to such restricted stock units.

Pursuant to a Securities Transfer Agreement dated December 28, 2022, the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, assigned and transferred in a private transaction an aggregate of 4,116,051 common shares for a total purchase price of $10,000.00.

Gotham Green Partners, LLC is the SEC registered investment adviser to the Gotham funds. Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1, L.P. and Gotham Green Fund 1 (Q) L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

Pursuant to a Securities Transfer Agreement dated December 28, 2022, the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, assigned and transferred in a private transaction an aggregate of 4,116,051 common shares for a total purchase price of $10,000.00.

Gotham Green Partners, LLC is the SEC registered investment adviser to the Gotham funds. Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1, L.P. and Gotham Green Fund 1 (Q) L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

Pursuant to a Securities Transfer Agreement dated December 28, 2022, the funds affiliated with Gotham Green Partners, LLC, as listed in this Form 4, assigned and transferred in a private transaction an aggregate of 4,116,051 common shares for a total purchase price of $10,000.00.

Gotham Green Partners, LLC is the SEC registered investment adviser to the Gotham funds. Gotham Green GP 1, LLC is the general partner of Gotham Green Fund 1, L.P. and Gotham Green Fund 1 (Q) L.P. Gotham Green Credit Partners GP 1, LLC is the general partner of Gotham Green Credit Partners SPV 1, L.P. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Sections 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest therein.

Each restricted stock unit represents a contingent right to receive one common share of the Issuer following vesting.

The restricted stock units were granted pursuant to the Issuer's Amended and Restated Omnibus Equity Incentive Plan dated October 15, 2018 (the "Plan") and vest in three equal annual installments on November 23, 2023, November 23, 2024 and November 23, 2025, subject to the Reporting Peron's continued service with the Issuer. The shares (or, in the sole discretion of the Issuer, cash in the amount equal to the Fair Market Value (as defined in the Plan) of such shares on the delivery date) subject to any vested restricted stock units shall be delivered to the Reporting Person within 73 days following the vesting date applicable to such restricted stock units.

Represents the issuance of the shares underlying the initial vested portion of the grant of restricted stock units to the Reporting Person on September 19, 2022.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting.

Represents the issuance of the shares underlying the initial vested portion of the grant of restricted stock units to the Reporting Person on September 19, 2022.

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock following vesting.