Greenrose Closes $57.6 Million Acquisition of Arizona Operator True Harvest

The Greenrose Holding Company Closes Asset Purchase of True Harvest, LLC

• True Harvest Expands Greenrose’s Footprint into Arizona and Establishes Strong Cultivation Presence in the Southwest
• Greenrose Provides Revised 2022 Outlook for True Harvest and Theraplant

AMITYVILLE, N.Y., Jan. 03, 2022 (GLOBE NEWSWIRE) — The Greenrose Holding Company Inc. (OTC: GNRS, GNRSW) (“Greenrose” or the “Company”) announced that it closed its previously announced acquisition of the assets of Arizona-based True Harvest, LLC.

Under the terms of the acquisition, Greenrose paid consideration of $57.6 million at close, consisting of $12.5 million in cash, $23.0 million in the form of a convertible note, $4.6 million in assumed debt, and $17.5 million in shares of the Company’s common stock. Contingent upon True Harvest achieving a certain price point per pound of cannabis flower relative to total flower production within 36 months of the closing of the transaction, Greenrose will pay additional consideration of up to $35.0 million in the form of an earnout, payable in shares of common stock of the Company.

“Completing our asset purchase of True Harvest expands Greenrose’s footprint into the Southwest and demonstrates the continued execution of our growth strategy,” said Mickey Harley, CEO and Director of Greenrose. “We look forward to working with True Harvest’s talented cultivation team to continue building our company around high-quality flower. With our strong cultivation footprint in Arizona and Connecticut, we believe our platform is well-positioned to capture the growth opportunities offered by these new and emerging recreational markets. I am proud of the progress we have made to date, and we will work to further expand our platform and execute on our strategic objectives in 2022.”

Greenrose completed its business combination with the acquisition of Connecticut-based Theraplant, LLC, on November 26, 2021. The Company has revised its 2022 outlook for True Harvest and Theraplant to reflect an expected Q4 2022 start for recreational cannabis sales in Connecticut. Combined, True Harvest and Theraplant are expected to generate between $120 million and $140 million in full year 2022 revenue, 2022 net income of between $8 million and $14 million, and 2022 adjusted EBITDA between the range of $75 million and $85 million.

Advisors

Gateway Group is serving as communications advisor to Greenrose. Tarter Krinsky & Drogin LLP served as corporate, M&A and securities counsel for Greenrose, while Feuerstein Kulick LLP served as regulatory and debt counsel. Snell & Wilmer LLP served as corporate, M&A and securities counsel for True Harvest, LLC.

About The Greenrose Holding Company Inc.

The Greenrose Holding Company Inc. intends to become a multi-state cultivator and producer of cannabis brands and products. Greenrose is driven by cultivation, with the understanding that being a leader in the cannabis industry requires starting with outstanding flower derived from unique genetics and scalable growth methods. Greenrose aims to be a vertically integrated company that looks for scale and horizontal consolidation. For more information, please visit greenroseholdings.com.

Original press release

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