Exhibit 99.7
Form 45-102F1
Notice of Intention to
Distribute Securities under Section 2.8 of
NI 45-102 Resale of Securities
Reporting issuer
| 1. | Name of reporting issuer: |
Glass House Brands Inc. (the “Issuer”)
Selling security holder
| 2. | Your name: |
Kyle Kazan (the “Filer”)
| 3. | The offices or positions you hold in the reporting issuer: |
Chairman and Chief Executive Officer.
| 4. | Are you selling securities as a lender, pledgee, mortgagee or other encumbrancer? |
No.
| 5. | Number and class of securities of the reporting issuer you beneficially own: |
The Filer beneficially owns the following securities of the Issuer: (i) 2,397,074 subordinate voting shares, restricted voting shares or limited voting shares (“Equity Shares”) of the Issuer; (ii) 2,025,244 Multiple Voting Shares; (iii) options to acquire 32,833 Equity Shares; (iv) 1,218,079 restricted share units of the Issuer; (v) warrants to acquire 1,290,821 Equity Shares; and (vi) 2,166,863 Class B Exchangeable Shares of MPB Acquisition Corp., which are exchangeable for Equity Shares on a one for one basis.
Distribution
| 6. | Number and class of securities you propose to sell: |
Up to 75,000 Equity Shares.
| 7. | Will you sell the securities privately or on an exchange or market? If on an exchange or market, provide the name. |
The Equity Shares will be sold in one or more private transactions and/or through the facilities of the Cboe Canada stock exchange and/or an alternative inter-dealer quotation system or over-the-counter market.
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Warning
It is an offence to submit information that, in a material respect and in light of the circumstances in which it is submitted, is misleading or untrue.
Certificate
I certify that
| (1) | I have no knowledge of a material fact or material change with respect to the issuer of the securities that has not been generally disclosed; and |
| (2) | the information given in this form is true and complete. |
Date: May 23, 2025
| /s/ Kyle Kazan | |
| KYLE KAZAN |