Jushi Plans Entry into Pennsylvania with $63 Million Acquisitions

Jushi Holdings Inc. Enters Into Agreement To Acquire Interests In Pennsylvania Medical Marijuana Dispensary Permit Holders

BOCA RATON, Fla., June 17, 2019 /CNW/ — Jushi Holdings Inc. (“Jushi” or the “Company”)(NEO: JUSH.B), a multi-state cannabis and hemp operator, is pleased to announce that it has entered into an agreement (the “Agreement”) to acquire, pending applicable regulatory approval:

• all of the membership interests of a Phase I Medical Marijuana Dispensary Permit holder in Pennsylvania under the Medical Marijuana Program (the “MMP”) overseen by the Pennsylvania Department of Health; and
• all of the membership interests of three provisional Phase II Medical Marijuana Dispensary Permit holders under the MMP (collectively, the “Purchased Entities”).

One of the Purchased Entities owns and operates two local and state-approved dispensaries in Pennsylvania and the other Purchased Entities own several dispensaries in Pennsylvania that are currently in the design and construction phases of development. Jushi’s planned purchase of the Purchased Entities expands its footprint without exceeding statutory and regulatory limitations.

The aggregate purchase price payable by Jushi for the Purchased Entities is approximately US$63 million, subject to working capital and other adjustment, and is payable:

• as to approximately US$27.11 million, in cash;
• as to approximately US$27.50 million, by way of the issuance of certain 10% secured notes to the sellers of the Purchased Entities, due in installments at various dates between September 30, 2019 and March 9, 2021 and US$10 million of which is convertible at the option of the holders on or prior to September 30, 2019 into Subordinate Voting Shares of the Corporation (the “Shares”) at a conversion price of US$3.30 per Share; and
• as for the balance, by the issuance of approximately 3.38 million Shares to the sellers of the Purchased Companies, of which 1.5 million Shares are to be issued subject to certain escrow provisions.

The Agreement also includes representations, warranties, covenants and indemnification provisions typical for transactions of this nature. Closing of the transactions contemplated by the Agreement is subject to regulatory and other customary closing conditions, and is scheduled to be completed in the third quarter of 2019.

About Jushi Holdings Inc.

Jushi and its industry leading management team is building an integrated multi-state owner and operator of cannabis and hemp licenses across the United States. Jushi is focused on continuing to build a diverse multi-state portfolio of branded cannabis and hemp-derived assets through opportunistic investments and by internally pursuing licenses in attractive jurisdictions. Jushi strives to maximize shareholder value while delivering high quality products across all levels of the cannabis and hemp ecosystem.

Original press release

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