• The proposed acquisition of Siam Ventures, which provides contract manufacturing services through a subsidiary, will act as a gateway to large Asian markets for PharmaCielo product.
• Experienced investor, businessman and lawyer Louis Desmarais, the current Chairman and CEO of Siam Ventures, will join the Company’s board of directors on closing.

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

All amounts expressed in Canadian dollars unless otherwise noted

Toronto, Ontario and Rionegro, Colombia–(Newsfile Corp. – April 10, 2024) – PharmaCielo Ltd. (TSXV: PCLO) (OTCQX: PCLOF) (“PharmaCielo” or the “Company”), the Canadian parent of Colombia’s premier cultivator and producer of dried flower and medicinal-grade cannabis extracts, PharmaCielo Colombia Holdings S.A.S., today announced that it has signed a binding Letter of Intent to enter a proposed transaction (the “Proposed Acquisition”) whereby it would acquire 100% of the issued and outstanding shares of Siam Ventures Corporation (“Siam Ventures”) in exchange for common shares of PharmaCielo (the “PharmaCielo Shares”), representing aggregate consideration value of $3,000,000 (the “Purchase Price”). The Purchase Price shall be payable on closing of the Proposed Acquisition by way of the issuance of 13,636,363 PharmaCielo Shares to the shareholders of Siam Ventures on a pro rata basis, representing the equivalent of $3,000,000 (the “Consideration Shares”). The number of Consideration Shares to be issued have been determined based on a price of $0.22 per Consideration Share, which is equal to the volume weighted average price of the PharmaCielo Shares traded on the TSX Venture Exchange (“TSXV”) for the twenty (20) trading days immediately preceding today. Completion of the Proposed Acquisition is subject to due diligence, regulatory approvals, and the satisfaction of other customary closing conditions.

PharmaCielo also announced that it is undertaking a non-brokered private placement of 9,090,909 units (“Units”) at a price of $0.22 per Unit (the “Offering Price”), under the Listed Issuer Financing Exemption (“LIFE”). Certain insiders of PharmaCielo and existing investors of Siam Ventures plan to participate in the Offering. Each Unit will be comprised of (i) one common share (a “Common Share”) of the Company and (ii) one Common Share purchase warrant (a “Warrant”) of the Company (the “Offering”), for gross proceeds of $2.0 million. The Company has the option to increase the size of the Offering to $3.0 million, or an additional 4,545,455 Units. Each Warrant entitles the holder thereof to purchase one Common Share (a “Warrant Share”) at a price of $0.30 for a period of 24 months. Closing of the Offering may take place in one or more tranches, provided that the final tranche closing will occur no later than May 25, 2024, being 45 days following the date hereof (the “Closing Date”). The Company intends to use the net proceeds from the Offering to finance general working capital requirements, expand international markets, and to facilitate the production of product based on the current demand of its customers. Closing of the Offering is subject to regulatory approval including that of the TSX Venture Exchange (the “TSXV”). For additional terms of the Offering, refer to the section titled Additional Terms of the Offering in this press release.

Management Commentary

Marc Lustig, Chairman and CEO of PharmaCielo commented, “This proposed acquisition will provide PharmaCielo with a ready pipeline for its high-quality product as large Asian markets begin to open to cannabinoids. On closing, Louis Desmarais will join our board of directors. Mr. Desmarais is a uniquely qualified and accomplished professional with deep ties in these markets and we expect to benefit from his guidance.”

Mr. Lustig continued, “PharmaCielo’s management team has worked relentlessly over the past two years to drive efficiencies while building our sales pipeline. Our strategy is longer term in nature, based on early adoption in newly opening markets and integration into development-stage products. This strategy takes time to work, but it is about to start paying off. The recent announcement of Ease Labs’ contract with the State Government of São Paulo in Brazil, relying on our proprietary API, is just the beginning. I am personally one of the Company’s largest investors and am confident that this strategy will create enormous shareholder value as markets continue to open, and product development pipelines that are currently early stage, go commercial.”

Louis Desmarais, Chairman and CEO of Siam Ventures added, “Asia represents a very large, long-term opportunity for international cannabis producers. We have spent the past five years establishing the networks required to provide robust distribution across the continent as individual markets begin to open. We have chosen to join with PharmaCielo, and to invest our own capital alongside Marc and other insiders, because we believe that PharmaCielo has all the key attributes required for success in international markets – a deep shelf of high-quality products, a proprietary genetics bank, in-house pharma-level formulation expertise, low incremental cost to scale, and a structural cost advantage. Siam Ventures’ team brings a plug and play manufacturing and distribution platform in a region that we expect will become a much larger part of the global cannabis conversation over the next decade. We look forward to working with Marc and the team to capture this opportunity for PharmaCielo shareholders.”

Siam Ventures Corporation

Siam Ventures, and its principals with over 20 years of business experience in Thailand, have built enduring networks at the intersection of business, government and politics across Asia.

Louis Desmarais

Louis Desmarais is currently the Chairman & CEO of Siam Ventures. Mr. Desmarais is also the Honorary Consul General – Montreal, as well as an Honorary Trade Advisor, for the Royal Kingdom of Thailand.

Prior to Siam Ventures, Mr. Desmarais was the Managing Partner of Darwin Financial Corporation and the founder and managing partner of St-Lawrence Capital, LP, an early-stage venture capital fund, whose main investors included The Caisse de Dépôt et Placement du Québec, the Quebec Solidarity Fund and Investment Quebec. Before that, he was a general partner of Skypoint Capital Corporation, where he led Skypoint’s fundraising efforts and ran the fund’s Quebec operations. Prior to this, he was a partner of Wynnchurch Capital, a $500 million private equity firm based in Chicago and Montreal, where he played a key role in fund raising, and sourcing and monitoring the fund’s early-stage ventures. Between 1987 and 1999, Mr. Desmarais managed Desmarais Capital Corporation.

Mr. Desmarais began his career as a Chartered Accountant at Deloitte & Touche, following which he studied law. In 1985, he was the law clerk for the Chief Judge of the Tax Court of Canada, following which he was the law clerk for Justice Jean Beetz at the Supreme Court of Canada. In 1986, he joined the law firm of McCarthy Tétrault as a securities lawyer.

Additional Terms of the Offering

The Offering is being completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 Prospectus Exemptions and therefore the securities issued in the Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document (the “Offering Document “) related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and at www.pharmacielo.com. Prospective investors should read the Offering Document before making an investment decision.

In connection with the Offering, the Company will pay a commission or finder’s fee to eligible persons from the gross proceeds raised under the Offering. The Units will be offered by way of private placement in Ontario and such other provinces and territories of Canada and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “US Securities Act”), and applicable state securities laws, and certain other jurisdictions outside of Canada and the United States. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Units, Common Shares, Warrants and Warrant Shares issuable thereunder have not been, nor will they be, registered under the US Securities Act and such securities may not be offered or sold within the United States, or to or for the account or benefit of U.S. persons, absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements. This press release does not constitute an offer of Units, Common Shares and Warrants for sale, nor a solicitation for offers to buy such securities.

Financial and Legal Advisors

Bennet Jones LLP has acted as legal counsel and Cormark Securities Inc. as financial advisor for the Proposed Acquisition and Offering.

Grant of Stock Options, Restricted and Deferred Share Units

Effective April 9, 2024, PharmaCielo granted an aggregate of 3,050,000 stock options, 300,000 Deferred Share Units (“DSUs”), and 1,060,000 Restricted Share Units (“RSUs”) to directors, officers, and key employees. The Company also issued 1,545,948 DSUs to settle $340,109 director fees owed. The options and RSUs vest 50% immediately, 25% on the first-year anniversary and 25% on the second-year anniversary. The options are exercisable at $0.22 per share and expire five years from the date of grant. The RSUs, DSUs and options are granted pursuant to the Company’s RSU, DSU and stock option plans, respectively.

Shares for Settlement of Certain Amounts Owing

Today, the Company announced that as approved by TSXV, it issued 639,439 common shares of the Company (“Settlement Shares”), in satisfaction of $134,077 debt owed to certain former service providers of the Company.

The Company also announced that it intends to further issue, subject to the approval of TSXV, up to 1,323,960 Settlement Shares, in satisfaction of $291,270 debt owed to certain service providers of the Company. The deemed price of the common shares to be issued have been determined as C$0.22, being the 20-day Volume Weighted Average Price on the date the board of directors of the Corporation approved issuance of shares, (the “Deemed Price”). The Settlement Shares will be subject to a four-month hold period under applicable Canadian securities laws, starting from the date of issuance of the Settlement Shares.

About PharmaCielo

PharmaCielo Ltd. (TSXV: PCLO) (OTCQX: PCLOF) is a global company, headquartered in Canada, with a focus on ethical and sustainable processing and supplying of all natural, pharmaceutical-grade medical cannabis products to large channel distributors. PharmaCielo’s principal (and wholly owned) subsidiary is PharmaCielo Colombia Holdings S.A.S., headquartered at its cultivation and processing center located in Rionegro, Colombia.

The board of directors and executive team of PharmaCielo are comprised of a diversely talented group of international business executives and specialists with relevant and varied expertise. PharmaCielo recognized the significant role that Colombia’s ideal location plays in building a sustainable business in the medical cannabis industry, and the Company, together with its directors and executives, is executing on a business plan focused on supplying the international marketplace.

For further information:

Ian D. Atacan, Director & Chief Financial Officer
+1 (416) 562-3220
i.atacan@pharmacielo.com

Media and Investor Inquires:
investors@pharmacielo.com

Forward-Looking Statements

This news release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as “expects”, “is expected”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or state that certain actions, events or results “may” or “will” be taken, occur or be completed or achieved.

Forward-looking statements can be affected by known and unknown risks, uncertainties and other factors, including changes to PharmaCielo’s development plans, the failure to obtain and maintain all necessary regulatory approvals relating to the export of cannabinoid products and the import of these products into other countries, TSX Venture Exchange approval, the inability to export or distribute commercial products through sales channels as anticipated due to economic or operational circumstances, risks associated with operating in Colombia, fluctuation of the market price for the Company’s products, risks associated with global economic instability relating to COVID-19 or other developments, risks related to retention of key Company personnel, currency exchange risk, competition in PharmaCielo’s market and other risks discussed or referred to under the heading “Risk Factors” in PharmaCielo’s Annual Information Form for the financial year 2019, and the Management’s Discussion and Analysis for the financial year 2022 which are both available at www.sedar.com. Accordingly, readers should not place undue reliance on forward-looking statements. Except as required by law, PharmaCielo undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

• With recreational legalization on the ballot in Ohio’s general election in November 2023, this proposed transaction will position Vext with a meaningful footprint in the state and the scaled retail presence necessary to generate sustainable long-term returns as the market matures.
• Pro Forma for this announcement and the previously announced Appalachian Pharm acquisition, Vext will have an operating Tier I cultivation facility, an operating manufacturing facility, and four retail dispensaries in Ohio.
• Vext will raise $10 million via a private placement of common shares, the majority of which is expected to be conducted with an existing institutional shareholder, senior management and members of the Company’s board of directors.

Vancouver, British Columbia–(Newsfile Corp. – October 2, 2023) – Vext Science, Inc. (CSE: VEXT) (OTCQX: VEXTF) (“Vext” or the “Company“), a U.S.-based cannabis operator with vertical operations in Arizona and Ohio¹, is pleased to announce the execution of a letter of intent (the “LOI”) with the members (the “Sellers”) of Big Perm’s Dispensary Ohio, LLC (“Big Perm”) to acquire two cannabis dispensaries located in Ohio (the “Dispensaries”) owned by Big Perm, as well as all licenses and assets related to the business of the Dispensaries (the “Acquired Assets”), for aggregate consideration of approximately $9.8 million, subject to adjustment in certain circumstances (the “Ohio Expansion Transaction”).

The Company also announced a non-brokered private placement of common shares of the Company (“Common Shares“) to raise up to $10 million (the “Offering“). Vext anticipates that one institutional shareholder, as well as certain members of the Company’s senior management team and board of directors will participate for over 60% of the Offering. Unless otherwise noted, all currency references used in this news release are in U.S. currency.

Management Commentary

Eric Offenberger, CEO of Vext, commented, “The addition of two dispensaries to our growing vertical footprint in Ohio represents a critical step toward achieving scale and ensuring long-term returns on capital in this attractive growth market. The overall market environment, particularly from an equity perspective, remains challenging, but now is the right time for Vext to build a platform that will generate growing profitability and cash flow. We appreciate the support of our long-term shareholder base and insiders who have stepped up to support what I am confident will lead to significant value creation.”

Mr. Offenberger continued, “Vext has a proven track record of operating profitably in the limited-license Arizona market and we were early to understand that fully integrated operations and matching long-term cultivation with owned retail demand, is the route to capturing sustained margins and value. Upon closing this transaction, along with the previously announced Appalachian Pharm acquisition, Vext will be positioned for success in the limited license Ohio market through four strategically located dispensaries, bringing us closer to the state cap of five locations.”

Terms of the Ohio Expansion Transaction

Under the terms of the LOI, in consideration for the Acquired Assets, Vext is anticipated to pay cash consideration equal to $9.8 million, subject to adjustments in certain circumstances.

In addition, Vext has agreed to fund approximately $3.4 million of construction costs related to the Dispensaries, which are payable upon closing of the Ohio Expansion Transaction.

The Ohio Expansion Transaction remains subject to a number of customary conditions, including, without limitation: the satisfactory completion of due diligence, the receipt of any required regulatory and third-party approvals, as well as the negotiation of definitive transaction documents. There can be no guarantees that the Ohio Expansion Transaction will be completed as contemplated or at all.

The Company is at arm’s length from Big Perm and each of the Sellers. The Company currently expects that definitive agreement with respect to the Ohio Expansion Transaction will be executed prior to the end of October 2023 and that closing of the Ohio Expansion Transaction will occur in 2024.

About the Ohio Market

The Ohio medical cannabis market continues to grow with a 15% increase in number of patients and 82% increase in number of operating dispensaries over the past 12 months.²

Concurrent Private Placement

Pursuant to the Offering, the Company will offer up to 58,823,529 Common Shares at a price of $0.17 per Common Share (the “Offering Price“) for aggregate gross proceeds of up to $10 million. The Offering is subject to an over-allotment option, allowing the Company to increase the number of Common Shares sold by up to 8,823,529 additional Common Shares for additional proceeds of up to $1.5 million (the “Over-Allotment Option“). The Company may pay finders’ fees to eligible arm’s length third-parties in connection with the Over-Allotment Option.

Proceeds from the Offering, including the Over-Allotment Option (if any), are expected to be used to fund part of the purchase price for the Ohio Expansion Transaction and certain other obligations of the Company in connection with the Ohio Expansion Transaction. Closing of the Offering is expected to occur as soon as practicable, subject to certain customary conditions precedent.

The securities issued pursuant to the Offering, including the Over-Allotment Option (if any), will be subject to resale restrictions, including a hold period of four months and one day pursuant to applicable Canadian securities laws and further restrictions which will be set forth in the Shareholders Agreement (as defined below).

In connection with the Offering, the Company intends to enter into a shareholders agreement (the “Shareholders Agreement“) with certain management shareholders and other subscribers under the Offering (collectively, the “Subject Shareholders“), pursuant to which the Company and the Subject Shareholders will agree to a number of rights and restrictions applicable to the Company and the Subject Shareholders, including, without limitation, the following: (i) an agreement to vote their shares of Vext in favour of the election of the Chief Executive Officer of the Company and a nominee (the “SSOFL Nominee“) of Sopica Special Opportunities Fund Limited (“SSOFL“) to the board of directors of the Company; (ii) the grant of a right of refusal to the other Subject Shareholders for the transfer of any shares of Vext held by the Subject Shareholders; (iii) an agreement, in certain circumstances, to vote their shares of Vext in favour of any sale of the Company proposed by SSOFL and (iv) certain matters which must be approved by the board of directors of the Company (including the SSOFL Nominee), including, without limitation, (a) a liquidation of the Company; (b) the issuance of additional securities of the Company; (c) the incurrence of certain additional debt; (d) certain related party transactions; and (e) amendments to executive compensation arrangements. In connection with the Shareholders Agreement, the Company expects that the SSOFL Nominee will be appointed to the board of directors of the Company on, or as soon as practicable after, closing of the Offering. The Shareholders Agreement, when signed, will constitute applicable shareholder approval, in respect of the Offering and the Shareholders Agreement, for the purposes of the requirements of the Canadian Securities Exchange, as the Subject Shareholders hold greater than 50% of the outstanding votes associated with shares of the Company.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws, and, accordingly, may not be offered or sold in the United States or to, or for the account or benefit of, “U.S. persons” (as those terms are defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Certain insiders of the Company, including SSOFL (collectively, the “Offering Insiders“), are expected to acquire securities under the Offering. Each of the Offering Insiders may be considered a “related party” as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Accordingly, the Offering may be a “related party transaction” as defined in MI 61-101. The Company anticipates relying on the exemption from the formal valuation requirement at Section 5.5(a) of MI 61-101 and the exemption from minority approval requirement at Section 5.7(1)(a) of MI 61-101, in respect of participation by the Offering Insiders in the Offering, as neither the fair market value of the securities to be acquired by the Offering Insiders nor the consideration for such securities is anticipated to exceed 25% of the Company’s market capitalization.

Update on APP Acquisition

As previously announced, the Company has received the approval of the Ohio Department of Commerce for the ownership transfer of Appalachian Pharm Processing, LLC, an Ohio limited liability company, together with its subsidiaries and affiliated companies (collectively, “APP“), for a total consideration of approximately $12.5 million, with $11 million paid in cash or promissory notes and $1.5 million through the issuance of Common Shares (the “APP Acquisition“). The Company is working with APP to satisfy the remaining conditions of closing and currently expects that closing of the Ohio Acquisition will occur imminently, subject to the terms of the definitive purchase agreements. For further details about the terms of the APP Acquisition, see the Company’s news releases dated December 15, 2022, and August 23, 2023. As a result of closing of the Ohio Acquisition, Vext will also obtain the right to acquire ownership of a cannabis dispensary in Columbus, Ohio. The Company has applied to the Ohio Board of Pharmacy for an ownership transfer of such dispensary and expects to receive approval this year and to close promptly after receipt of regulatory approval.

Advisors

Eight Capital acted as financial advisor, McMillan LLP and Bianchi & Brandt acted as legal counsel and LodeRock Advisors provided capital markets communication services to Vext.

About Vext Science, Inc.

Vext Science, Inc. is a U.S.-based cannabis operator with vertical operations in Arizona and Ohio. Vext’s expertise spans from cultivation through to retail operations in its key markets. Based out of Arizona, Vext owns and operates state-of-the-art cultivation facilities, fully built-out manufacturing facilities as well as dispensaries in both Arizona and Ohio. The Company manufactures Vapen, one of the leading THC concentrates, edibles, and distillate cartridge brands in Arizona. Its selection of award-winning products are created with Vext’s in-house, high-quality flower and distributed across Arizona and Ohio, as well as through Vext’s partnerships in other states. Vext’s leadership team brings a proven track record of building and operating profitable multi-state operations, with the Company having operated profitably since 2016. The Company’s primary focus is to continue growing in its core states of Arizona and Ohio, bringing together cutting-edge science, manufacturing, and marketing to provide a reliable and valuable customer experience while generating shareholder value.

Vext Science, Inc. is listed on the Canadian Securities Exchange under the symbol VEXT and trades on the OTCQX market under the symbol VEXTF. Learn more at www.vextscience.com and connect with Vext on Twitter/X and LinkedIn.

For more details on the Vapen brand:
Vapen website: VapenBrands.com
Instagram: @vapen
Facebook: @vapenbrands

Forward Looking Statements

Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in Vext’s periodic filings with Canadian securities regulators. When used in this news release, words such as “will, could, plan, estimate, expect, intend, may, potential, believe, should,” and similar expressions, are forward-looking statements.

Forward-looking statements may include, without limitation, statements related to the Offering including the timing and completion thereof, the exercise of the Over-Allotment Option, the use of proceeds of the Offering, Offering Insider participation in the Offering, statements related to the Shareholders Agreement, including the receipt of applicable shareholder approval, statements regarding the Ohio Expansion Transaction, including negotiation and execution of the definitive transaction agreements, the anticipated closing date and receipt of regulatory approvals related thereto, and other statements regarding future developments and the business and operations of the Vext, market projections of the cannabis industry in Ohio, and the Company’s business plans in Ohio, all of which are subject to the risk factors contained in Vext’s continuous disclosure filed on SEDAR+ at www.sedarplus.ca.

Although Vext has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; being engaged in activities currently considered illegal under U.S. Federal laws; change in laws; reliance on management; requirements for additional financing; competition; hindered market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry and; regulatory or political change.

There can be no assurance that such information will prove to be accurate or that management’s expectations or estimates of future developments, circumstances or results will materialize. Because of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. Vext disclaims any intention or obligation to update or revise such information, except as required by applicable law, and Vext does not assume any liability for disclosure relating to any other company mentioned herein.

The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.

Eric Offenberger
Chief Executive Officer
844-211-3725

For further information:
Jonathan Ross, Vext Investor Relations
jon.ross@loderockadvisors.com
416-244-9851

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OR TO A U.S. PERSON, OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

SOURCE: Vext Science, Inc

¹ Vext has entered into a definitive agreement to acquire Appalachian Pharm Processing, LLC, an Ohio limited liability company, together with its subsidiaries and affiliated companies. Subject to the terms of the definitive purchase agreements, this proposed acquisition (the “APP Acquisition”) is expected to close imminently.

² Ohio Medical Marijuana Control Program.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

LAS VEGAS, NV / ACCESSWIRE / August 28, 2023 / Planet 13 Holdings Inc. (CSE:PLTH)(OTCQX:PLNHF) (“Planet 13” or the “Company“), a leading vertically-integrated multi-state cannabis company, today announced that it has entered into a membership interest purchase agreement (the “Purchase Agreement“) dated August 28, 2023 to acquire all of the ownership interests of VidaCann, LLC (“VidaCann“) from the sellers who currently own all of the membership interests in VidaCann (collectively, the “Sellers“).

VidaCann is engaged in the business of cultivating, processing, storing, transporting, and dispensing cannabis as well as leasing and operating cannabis cultivation, processing, fulfillment and storage, and dispensing facilities in the State of Florida.

Key Transaction Highlights and Anticipated Benefits

• Expansive Retail Dispensary Network – VidaCann currently operates 26 dispensaries and is the 9th largest dispensary network in Florida. With Planet 13’s three dispensary locations in Nevada and California, upcoming Illinois dispensary, four leased dispensary locations in Florida, and proven SuperStore and experiential retail expertise, the proposed acquisition has the potential to enhance both absolute and per-store revenue generation.
• State-of-the-Art Cultivation and Processing Facility – A fully-operational, greenhouse cultivation facility with a state-of-the-art processing and analytical lab, which at full capacity has the potential to support more than double the amount of the combined Planet 13 and VidaCann dispensary network in Florida.
• Complementary Brand Portfolio – Well-respected house brand VidaCann and licensed brands Tikun Olam and Stanley Brothers complement Planet 13’s leading house of brands. The combined portfolio will create a diversified brand and product offering able to address every consumer use case.
• Strong Local Management Team – VidaCann’s experienced management team and operational staff are expected to join Planet 13 to run the Florida operations after closing. VidaCann’s top-tier management team built the company into a top 10 Florida operator through a focus on the consumer, along with efficiency and cost management.

“Acquiring VidaCann would significantly accelerate our time to market and, more importantly, scale in Florida. VidaCann is one of the 10 largest Florida cannabis operators by retail network size, and we believe it has developed a reputation for high product quality and customer service,” said Larry Scheffler, Co-CEO of Planet 13. “We are excited to bring Planet 13’s retail and product brands to Florida consumers after the closing of the proposed transaction, especially with the possibility of upcoming adult-use legislation.”

“Part of the appeal of this deal is the amazing management team of VidaCann that has built it into the 9th largest Florida cannabis company with limited debt or outside capital. We believe their ability to run lean, efficient operations is a cultural and strategic fit with Planet 13’s company-wide philosophy and operations in other states,” commented Bob Groesbeck, Co-CEO of Planet 13. “We laid out a set of goals at the beginning of the year, including using cost-effective M&A to accelerate time to market in Florida. We believe we are executing on our goals and setting Planet 13 up to be a stronger company in 2024.”

Transaction Details

Pursuant to the Purchase Agreement, the Company will acquire VidaCann from the Sellers for agreed consideration equal to the sum of: (i) 78,461,538 common shares in the capital of the Company (the “Base Share Consideration“); (ii) a cash payment of US$4,000,000 (the “Closing Cash Payment“); and (iii) promissory notes to be issued by the Company to the Sellers in the aggregate principal amount of US$5,000,000, with each of the above components subject to adjustments as set out in the Purchase Agreement. Based on the closing price of the Company’s common shares of (CAD$0.69) US$0.5071 as of August 25, 2023 on the Canadian Securities Exchange (the “CSE”) (based on the Bank of Canada CAD to USD exchange rate on August 25, 2023 of CAD$1.00=US$1.3606), the total consideration is valued at approximately US$48.9 million. The Purchase Agreement contemplates that VidaCann will continue to have US$3,000,000 of bank indebtedness and US$1,500,000 or less of related party notes to former VidaCann owners at the time of closing.

Pursuant to the Purchase Agreement, 1,307,698 shares comprising the Base Share Consideration will be issued to VidaCann’s industry advisor, 9496 7346 Quebec Inc. (“VC Advisor“) on closing. The proposed transaction is an arm’s length transaction.

Post-transaction, the former equityholders of VidaCann, along with the VC Advisor, will have approximately 26.09% pro forma ownership in Planet 13 on a fully diluted basis, before factoring in any adjustments to the Base Share Consideration. All shares issued by the Company will be subject to resale restrictions under applicable U.S. and Canadian securities laws. Furthermore, each Seller and each equityholder of a Seller that holds over 5% in direct or indirect interest in VidaCann and receives Base Share Consideration will be subject to a lock-up agreement restricting trading of the shares received, with the release of one-third of shares from such restrictions six months following closing and each subsequent six months thereafter. The proposed transaction is expected to close in, or immediately prior to, the first quarter of 2024, subject to customary closing conditions, including the receipt of approval from the applicable state cannabis regulators and the sale of the Company’s Medical marijuana Treatment Center license in Florida to a third party, including any regulatory approvals required to effectuate the sale.

The Sellers will be granted the right on closing to nominate one additional (fifth), director to the board of directors of Planet 13 (the “Board“).

The terms of the proposed transaction were negotiated by management and advisors under guidance of, and unanimously recommended for approval by, the Board. The Board has received a fairness opinion from Evans & Evans, Inc. (“Evans & Evans“) to the effect that, in its opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be paid by Planet 13 is fair, from a financial point of view, to Planet 13. The fee paid to Evans & Evans in connection with the delivery of its fairness opinion is not contingent on the successful implementation of the proposed transaction.

The proposed transaction has been unanimously approved by the Board of Planet 13 and the managers of VidaCann.

For more information on Planet 13, visit the investor website (www.planet13holdings.com/investors).

Transaction Advisors

Canaccord Genuity Corp. is acting as financial advisor to Planet 13 and Cozen O’Connor P.C. and Wildeboer Dellelce LLP are acting as U.S. and Canadian legal advisor, respectively. Evans & Evans provided a fairness opinion to the Board.

9496 7346 Quebec Inc. is acting as financial advisor to VidaCann and Cobb Cole, P.A. is acting as U.S. counsel.

About Planet 13

Planet 13 (www.planet13holdings.com) is a vertically integrated cannabis company, with award-winning cultivation, production and dispensary operations in Las Vegas and Orange County, California. Planet 13 also holds a medical marijuana treatment center license in Florida and a conditional Social-Equity Justice Involved dispensing license in the Chicago region of Illinois. Planet 13’s mission is to build a recognizable global brand known for world-class dispensary operations and create innovative cannabis products. Licensed cannabis activity is legal in these states but remains illegal under U.S. federal law. Planet 13’s shares trade on the Canadian Securities Exchange (CSE) under the symbol PLTH and are quoted on the OTCQX under the symbol PLNHF.

About VidaCann

VidaCann is a vertically integrated Medical Marijuana Treatment Center license holder in Florida, with 26 dispensing locations across the state. Founding members include Loop’s Nursery and Greenhouses which operated in Florida from 1949 through the present, and that provide significant horticulture experience and leadership for scaled, cost-efficient greenhouse operations in Florida. VidaCann prides itself on its patient service, low-cost cultivation advantage, and high-quality products.

Cautionary Note Regarding Forward-Looking Information

This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws. All statements, other than statements of historical fact, are forward-looking statements and are often, but not always, identified by phrases such as “plans“, “expects“, “proposed“, “may“, “could“, “would“, “intends“, “anticipates“, or “believes“, or variations of such words and phrases. In this news release, forward-looking statements relate to the ability to successfully integrate the business of VidaCann and to realize the anticipated benefits to Planet 13 of the proposed transaction described above including parties‘ strategic plans and expansion and expectations regarding the growth of the Florida cannabis market, information concerning the timing and completion of the proposed transaction and the acquisition of all of the membership interests in VidaCann, the timing and anticipated receipt of required regulatory approvals for the proposed transaction and satisfaction of other customary closing conditions. Such forward-looking statements reflect what management of the Company believes, or believed at the time, to be reasonable assumptions and accordingly readers are cautioned not to place undue reliance upon such forward-looking statements and that actual results may vary from such forward-looking statements. These assumptions, risks and uncertainties which may cause actual results to differ include, among others, the potential that regulatory approval of the proposed transaction may not be received or may be delayed or that other conditions to the closing of the proposed transaction may not be satisfied, the potential impact on the Company‘s business or stock price due to the announcement of the proposed transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement and those assumptions, risks and uncertainties discussed under the heading “Risk Factors“ in the Company‘s Annual Report on Form 10-K for the year ended December 31, 2022 and any of the Company‘s subsequent periodic reports filed with the U.S. Securities and Exchange Commission at www.sec.gov and on SEDAR at www.sedar.com. Forward-looking statements contained herein are made only as to the date of this press release and we assume no obligation to update or revise any forward-looking statements should they change, except as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

For further inquiries, please contact:

LodeRock Advisors Inc., Planet 13 Investor Relations
mark.kuindersma@loderockadvisors.com

Robert Groesbeck or Larry Scheffler
Co-Chief Executive Officers
ir@planet13lasvegas.com

SOURCE: Planet 13 Holdings

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

Lifeist acquires ‘Zest’ brand to drive growth in high-margin categories through targeted marketing and sales programs and as a complementary product line to its in-house concentrate brand, Roilty

TORONTO, July 21, 2023 (GLOBE NEWSWIRE) — Lifeist Wellness Inc. (“Lifeist” or the “Company”) (TSXV: LFST) (FRANKFURT: M5B) (OTCMKTS: LFSWF), a health-tech company that leverages advancements in science and technology to build breakthrough companies that transform human wellness, is pleased to announce that further to the Company’s news release of June 1, 2023, it has acquired 100% of 1000501971 Ontario Inc. (“Zest”) for $3,411,707.90 (the “Acquisition”) in an all-stock transaction.

“Zest’s addition to CannMart brings an elevated level of growth and innovation through its exceptional cannabis products,” stated Daniel Stern, CEO of CannMart. “With the expansion of our product lines, we solidify our position as a market leader. Through Zest, CannMart now offers a wide range of cannabis products, including Liquid Diamond and other hydrocarbon focused vapes, infused pre-rolls and flower, while Roilty provides high-quality cannabis extracts such as live resin, vapes, sugar wax, and shatter. Leveraging our existing marketing and sales teams, we are confident in our ability to further develop the inventive brand and drive continued growth to achieve results on par with the success we have seen with our Roilty brand.”

“It is my great pleasure to extend a warm welcome to the Zest team as they join our family of wellness companies at Lifeist,” said Meni Morim, CEO of Lifeist. “Our primary objective is to improve our profitability through expanding our product portfolio through strategic acquisitions and internal development, offering consumers a diverse range of choices for unique health and wellness experiences. With the addition of high-margin Zest products, alongside Roilty and other high-quality brands, CannMart continues its growth trajectory to provide convenience and satisfaction to both consumers and provincial buyers in the marketplace.”

The Acquisition will enhance the competitive position of Lifeist and CannMart in the cannabis industry by adding a complementary portfolio of hydrocarbon vape, infused pre-rolls and flower SKUs to the current product assortment of cannabis concentrates offered by in-house brand Roilty. CannMart, Lifeist’s B2B wholesale distribution business facilitating recreational cannabis sales within Canada, will continue to develop and expand the Zest brand’s already strong store penetration, and broaden the scope and scale of cannabis category offerings across Canada. The Acquisition has strengthened Lifeist’s ability to serve the various and evolving needs of customers across the marketplace today and into the future.

TRANSACTION DETAILS

The Acquisition was completed pursuant to the terms of an amended and restated share purchase agreement, dated July 19, 2023 (the “Amended Acquisition Agreement“), which amended and restated the Share Purchase Agreement (as defined and detailed in the Company’s news release dated June 1, 2023). Pursuant to the terms of the Amended Acquisition Agreement, the Company acquired 100% of the issued and outstanding shares of Zest from Zest Cannabis Inc. and issued the Share Consideration to 13735346 Canada Inc. and 1000496959 Ontario Ltd. (together, the “Seller’s Shareholders”). The Company issued the aggregate consideration of 68,234,158 common shares of the Company (each, a “Common Share“) valued at $3.4 million (the “Consideration Shares“), on the basis of a deemed price of $0.05 per Common Share and issued at a premium to market.

The total Consideration Shares for the Acquisition includes:

1. 30,734,158 Common Shares at a price of $0.05 per Common Share (the “Initial Consideration Shares”) ($1,536,707.90), and
2. 37,500,000 Common Shares at a price of $0.05 per Common Share (the “Escrowed Shares”) ($1,875,000), to be held in escrow and released over a period of nine months in accordance with certain milestones pursuant to the terms and conditions of an escrow agreement.

As a condition of the Acquisition, each Seller’s Shareholder will enter into a support and voting agreement (the “Voting Agreement”) with respect to the Consideration Shares received by the Seller’s Shareholders in connection with the Acquisition. Pursuant to the Voting Agreement, the Company will provide written notice to each Seller’s Shareholder recommending how the Considerations Shares should be voted. The Seller’s Shareholders have the right to abstain from voting. The Voting Agreement will automatically terminate two years after the date of the closing of the Acquisition.

About the ‘Zest’ Brand

The ‘Zest’ brand launched in September 2022 and has experienced remarkable growth within a short period of time, offering nine SKUs of vape, pre-rolls, and flower products currently available in Alberta, Ontario, Saskatchewan, Manitoba, and the Territories. Lifeist’s subsidiary, CannMart is focused on rapidly expanding and growing Zest’s market share in the 10 provinces and 2 territories CannMart currently serves. Zest has developed innovative products while tapping into fast-growing cannabis product sub-categories in the Canadian market. For more information visit: www.zestcannabis.ca.

About Lifeist Wellness Inc.

Sitting at the forefront of the post-pandemic wellness revolution, Lifeist leverages advancements in science and technology to build breakthrough companies that transform human wellness. Portfolio business units include: CannMart, which operates a B2B wholesale distribution business facilitating recreational cannabis sales to Canadian provincial government control boards including for CannMart Labs, a BHO extraction facility producing high margin cannabis 2.0 products; Australian Vapes, one of Australia’s largest online retailers of vaporizers and accessories; and Mikra, a biosciences and consumer wellness company developing and selling innovative therapies for cellular health.

Information on Lifeist and its businesses can be accessed through the links below:

www.lifeist.com
https://cannmart.com
https://www.roilty.co
https://wearemikra.com/
www.australianvaporizers.com.au

Contacts
Meni Morim, Lifeist Wellness Inc., CEO
Ph: 647-362-0390
Email: ir@lifeist.com

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release or has in any way approved or disapproved of the contents of this press release.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events.

The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding: the Company’s goal to leverage advancements in science and technology to build breakthrough companies that transform and revolutionize human wellness; the proposed benefits, terms, and timeline with respect to the Acquisition, including, the Acquisition bringing an elevated level of growth and innovation through its exceptional cannabis products to the Company, expanding the Company’s product lines and solidifying the Company’s position as a market leader, providing the Company the opportunity to develop the Zest brand with the goal of reproducing the success the Company has seen with its Roilty brand, continuing the Company’s growth trajectory, and enhancing the competitive position of the Company and CannMart in the cannabis industry; the Company’s primary objective will continue to be the improvement of its profitability through expanding its product portfolio through strategic acquisitions and internal development; the Company will continue to develop and expand the Zest brand’s already strong store penetration, and broaden the scope and scale of cannabis category offerings across Canada; and the satisfaction of customary conditions of closing and the completion of the Acquisition under the timeline stated, including the deposit and release of the Escrowed Shares pursuant to the terms of the escrow agreement.

Forward-looking information in this press release are based on certain assumptions and expected future events, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, and those assumptions and expected future events include, but are not limited to: the Company’s ability to leverage advancements in science and technology to build breakthrough companies that transform and revolutionize human wellness; the Company’s ability to realize upon the proposed benefits, terms, and timeline with respect to Acquisition, including, the Acquisition bringing an elevated level of growth and innovation through its exceptional cannabis products to the Company, expanding the Company’s product lines and solidifying the Company’s position as a market leader, providing the Company the opportunity to develop the Zest brand with the goal of reproducing the success the Company has seen with its Roilty brand, continuing the Company’s growth trajectory, and enhancing the competitive position of the Company and CannMart in the cannabis industry; the Company’s ability to maintain its primary objective of improving its profitability through expanding its product portfolio through strategic acquisitions and internal development; the Company having the ability to develop and expand the Zest brand’s already strong store penetration, and broaden the scope and scale of cannabis category offerings across Canada; and the Company’s ability to satisfy customary conditions of closing and complete the Acquisition under the timeline stated, including the deposit and release of the Escrowed Shares pursuant to the terms of the escrow agreement.

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the Company’s inability to leverage advancements in science and technology to build breakthrough companies that transform and revolutionize human wellness; the Company’s inability to realize upon the proposed benefits, terms, and timeline with respect to Acquisition, including, the Acquisition bringing an elevated level of growth and innovation through its exceptional cannabis products to the Company, expanding the Company’s product lines and solidifying the Company’s position as a market leader, providing the Company the opportunity to develop the Zest brand with the goal of reproducing the success the Company has seen with its Roilty brand, continuing the Company’s growth trajectory, and enhancing the competitive position of the Company and CannMart in the cannabis industry; the Company’s inability to maintain its primary objective of improving its profitability through expanding its product portfolio through strategic acquisitions and internal development; the Company’s inability to develop and expand the Zest brand’s already strong store penetration, and broaden the scope and scale of cannabis category offerings across Canada; and the Company’s inability to satisfy customary conditions of closing and complete the Acquisition under the timeline stated, including the deposit and release of the Escrowed Shares pursuant to the terms of the escrow agreement.

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

Source: Lifeist Wellness Inc.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

GOLDEN, Colo., July 10, 2023 (GLOBE NEWSWIRE) — Panacea Life Sciences Holdings, Inc. (OTCQB: PLSH) (“Panacea” or the “Company”), a plant-based natural health ingredient and product company, today announced it has entered into agreements to acquire eight retail locations in the Tampa, Florida area, offering Kava, Kratom, VAPE and CBD products and beverages operating as Nitro Kava & Kratom, including inventory, equipment and recipes, distribution facilities and a warehouse located in Largo, Florida, generating $2.9 million of annual revenues (unaudited) for the fiscal year ended December 31, 2022.

The purchase price for the acquisition consists of no cash and the agreement to issue approximately 85,000 shares of a new class of convertible preferred stock, which is convertible into approximately 8.5 million shares of common stock to the seller. The seller will be subject restrictions on transfer of such shares and a lockup for a two year period.

Panacea plans to operate and further develop an expanding Florida chain of natural health and wellness retail stores serving high quality plant-based products such as Kava and Kratom and plans to introduce new mushroom products and Kratom Energy drinks.

The long-term objective is for Panacea to own and or operate hundreds of stores that offer Kava Kratom, CBD, mushroom and vape products.

“We are excited to finalize the acquisition of a popular retail chain and innovative distribution business as PLSH expands its footprint into the natural plant-based market segment. We believe there is a massive shift in the minds of consumers away from pharmaceutical lab-driven products toward using natural products as functional remedies to treat and heal the human body. PLSH is well positioned and on the forefront of this movement, said Leslie Buttorff, CEO. “With this acquisition we are able to capture a high value business in the natural beverage retail and wholesale market that includes brand licensing and franchising development for all of our product segments.”

Closing of the acquisition is subject to satisfaction of customary terms and conditions for a transaction of this kind, including delivery by sellers of audited financial statements for the prior two completed fiscal years for the acquisition.

About Panacea Life Sciences Holdings, Inc.

Panacea Life Sciences Holdings, Inc. (PLSH) is holding company structured to develop and facilitate manufacturing, research, product development and distribution in the high-growth, natural human and animal health & wellness market segment. Its subsidiary, Panacea Life Sciences, Inc. (PLS) is a woman-founded and led company dedicated to manufacturing, distribution, research and production of the highest-quality nutraceutical, cannabinoid, mushroom, kratom and other natural, plant-based ingredients and products. PLS operates out of a 51,000 square foot, state-of-the-art, cGMP facility in Golden Colorado. If you would like more information, please visit www.panacealife.com

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, risks arising from supply chain disruptions or our ability to obtain raw materials as well as similar problems with our vendors, our ability to fulfill purchase orders on a timely manner, our ability to fully collect money for our purchase orders, the risk of customers returning our products, impact of the pandemic including new variants on our workforce, as well as those risks and uncertainties described by us in our annual report on Form 10-K for the fiscal year ended December 31, 2022 under the heading “Risk Factors”. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law.

Contact:
info@panacealife.com
800-985-0515

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

US$22 million transaction, including minimal US$1.5 million cash component, expected to be immediately accretive on an EBITDA and cashflow basis

8,500 square foot dispensary located in close proximity to Delaware, with no other dispensaries within a 25-mile radius

TORONTO, June 08, 2023 (GLOBE NEWSWIRE) — TerrAscend Corp. (“TerrAscend” or the “Company”) (CSE: TER) (OTCQX: TRSSF), a leading North American cannabis operator, today announced that on June 7, 2023 it entered into a definitive agreement to acquire Derby 1, LLC (d/b/a “Peninsula Alternative Health”), a medical dispensary in Maryland. The transaction will add a second dispensary to the Company’s Maryland footprint in advance of adult-use sales, which will begin on July 1, 2023. Under the terms of the agreement, TerrAscend will acquire Peninsula Alternative Health (“Peninsula”) for total consideration of US$22.1 million (the “Transaction”), including US$1.5 million in cash, with the remainder in a combination of existing debt, a seller’s note, and stock. The transaction, which is expected to be immediately accretive to TerrAscend on an EBITDA and cashflow basis, is subject to customary closing conditions, including regulatory approval.

Peninsula Alternative Health is one of the highest performing medical dispensaries in Maryland with a net revenue run rate in 2023 of approximately US$14 million. Strategically located near the Delaware border in Salisbury, Maryland, this 8,500 square foot dispensary has no direct competitor within a 25-mile radius. TerrAscend expects to achieve significant sales and margin improvement by supplying a complete selection of its high-quality brands including Kind Tree, Gage, Cookies and Wana. Following the close of the Transaction, TerrAscend’s retail footprint will increase to 35 dispensaries nationwide.

“Adding a second, high-performing medical dispensary in Maryland is an important step in our strategy to become a market leader in the state,” said Jason Wild, Executive Chairman of TerrAscend. “We expect Peninsula to quickly become one of our highest performing dispensaries nationwide. With less than 30 days until the launch of adult use in Maryland, we are focused on additional acquisitions and reaching the four-dispensary cap as our northeast business unit will soon be operating in Maryland under the same successful business model we built in NJ.”

The Canadian Securities Exchange (“CSE”) has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

About TerrAscend
TerrAscend is a leading North American cannabis operator with vertically integrated operations in Pennsylvania, New Jersey, Maryland, Michigan and California and retail operations in Canada. TerrAscend operates The Apothecarium and Gage dispensary retail locations as well as scaled cultivation, processing, and manufacturing facilities in its core markets. TerrAscend’s cultivation and manufacturing practices yield consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The Company owns several synergistic businesses and brands including Gage Cannabis, The Apothecarium, Ilera Healthcare, Kind Tree, Legend, State Flower, and Valhalla Confections. For more information visit www.terrascend.com.

Caution Regarding Cannabis Operations in the United States
Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Cannabis remains a Schedule I drug under the US Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute, or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable US federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve TerrAscend of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against TerrAscend. The enforcement of federal laws in the United States is a significant risk to the business of TerrAscend and any proceedings brought against TerrAscend thereunder may adversely affect TerrAscend’s operations and financial performance.

Forward Looking Information
This news release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information contained in this press release may be identified by the use of words such as, “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe”, “intend”, “plan”, “forecast”, “project”, “estimate”, “outlook” and other similar expressions, and include statements with respect to future revenue and profits. Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment, and the availability of licenses, approvals and permits.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, the success of the launch of adult use sales in Maryland and in the Peninsula transaction specifically, current and future market conditions; risks related to federal, state, provincial, territorial, local and foreign government laws, rules and regulations, including federal and state laws in the United States relating to cannabis operations in the United States; and the risk factors set out in the Company’s most recently filed MD&A, filed with the Canadian securities regulators and available under the Company’s profile on SEDAR at www.sedar.com and in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on March 16, 2023.

The statements in this press release are made as of the date of this release. The Company disclaims any intent or obligation to update any forward-looking information, whether, as a result of new information, future events, or results or otherwise, other than as required by applicable securities laws.

For more information regarding TerrAscend:
Keith Stauffer
Chief Financial Officer
717-343-5386
IR@terrascend.com

Briana Chester
MATTIO Communications
424-465-4419
terrascend@mattio.com

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

• • In late 2021, Software Effective Solutions Corp. dba MedCana acquired five companies with licenses to produce, process, and export cannabis with and without T.H.C. The purchased companies have a combined total area of 105 Acres (42.84 Hectares). MedCana has also secured the option to expand operations to an additional 177 Acres (72 Hectares) as needed.
  • The primary area of operation is outside of Marinilla, a small town approximately one hour away from Medellin in the department of Antioquia, Colombia. Initial design as well as all environmental, geological, and hydrological have been completed and the project will be ready to break ground in June of 2023.
  • In September 2022, MedCana also acquired Tokan Corp’s assets, a software company, with the focus of creating an ERP platform for the cannabis industry to track the seed to patient process.
  • In October of 2022, MedCana acquired Eko2O S.A.S. a company focused on design and distribution of greenhouses and advanced irrigation platforms. The track record, experience, and industry knowledge that CEO Juan Ricardo Velez brings has set the company up for explosive growth in the region while also dramatically decreasing costs for MedCana’s subsidiaries in the region.

SFWJ CEO Gabriel Diaz states, “We are extremely pleased with the progress we’ve made in the past several months. We look forward to updating shareholders, and are committed to doing everything possible to increase shareholder value.”

ABOUT SFWJ: 

Software Effective Solutions/MedCana is a global infrastructure and holding company in the cannabis industry. Currently, MedCana has five companies focused on pharmaceutical cannabis production, one software company focused on managing processes for plant-to-patient operations. The recent acquisition an irrigation and greenhouse technology company has rounded out MedCana’s portfolio of companies. MedCana’s initial focus is on developing clients and companies in Latin America with an initial focus in Colombia and partnerships with laboratories, research facilities, and hospitals throughout the world.

SAFE HARBOR STATEMENT

This press release contains forward-looking statements that can be identified by terminology such as “believes,” “expects,” “potential,” “plans,” “suggests,” “may,” “should,” “could,” “intends,” or similar expressions. Many forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results implied by such statements. These factors include, but are not limited to, our ability to continue to enhance our products and systems to address industry changes, our ability to expand our customer base and retain existing customers, our ability to effectively compete in our market segment, the lack of public information on our company, our ability to raise sufficient capital to fund our business, operations, our ability to continue as a going concern, and a limited public market for our common stock, among other risks. Many factors are difficult to predict accurately and are generally beyond the company’s control. Forward-looking statements speak only as to the date they are made, and we do not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

Contact:

Jose Gabriel Diaz, CEO

www.medcana.net

info@medcana.co

Contact Details

MedCana

info@medcana.co

Company Website

https://www.medcana.net/

Expanding Reach in Rapidly Growing Ketamine Therapy Market

LOS ANGELES, March 22, 2023 (GLOBE NEWSWIRE) — Irwin Naturals Inc. (CSE: IWIN) (OTC: IWINF) (FRA: 97X) (“Irwin” or the “Company”) is thrilled to announce the successful acquisition of Keta Media, LLC, dba Ketamine Media (“Ketamine Media”) as of March 17, 2023. Ketamine Media is the nation’s foremost advertising company dedicated to raising awareness about the clinical use of ketamine. The agreement with Ketamine Media was initially announced on September 29, 2022.

The acquisition, which was completed on March 17, 2023, represents two significant milestones in Irwin’s growth strategy for its Emergence clinics in the mental health industry. Firstly, the acquisition is anticipated to have a positive impact on the company’s annualized EBITDA. Secondly, the addition of this premier marketing agency showcases Irwin’s capacity to attract top-tier talent as it aims to establish the world’s largest network of psychedelic mental health clinics.

This acquisition empowers Irwin Naturals to broaden its presence in the burgeoning ketamine therapy market and offer a diverse array of innovative marketing solutions to support the company’s products and services. Through this acquisition, Irwin plans to expedite the establishment of new potential clinic locations and harness Ketamine Media’s expertise to enhance utilization rates at its existing and future Emergence clinics.

Klee Irwin, founder and CEO of Irwin Naturals, expressed his enthusiasm, stating, “We are delighted to welcome the Ketamine Media team to the Irwin Naturals family. We believe that acquiring Ketamine Media will propel us to new heights in the ketamine therapy market, as we collaborate to deliver cutting-edge marketing solutions for our clients.”

Chris Walden, CEO of Ketamine Media, added, “We are committed to maintaining the high level of service our clients have come to expect. This deal provides us with growth capital, allowing Ketamine Media to rapidly expand our advisory services, significantly benefiting all our clients. We aim to foster greater collaboration within this emerging sector among local market providers. In our discussions with Irwin Naturals, we discovered shared values and goals, including a mutual commitment to helping our existing clients achieve the outcomes that initially led them to partner with Ketamine Media. We have full confidence in Irwin Naturals’ strategic vision to become a leading international brand of psychedelic mental health clinics.”

The total consideration at closing will be paid in cash, including the assumption of certain debts of Ketamine Media.

About Irwin Naturals

Irwin Naturals has been a household name and best-in-class nutraceutical company since 1994. It is now leveraging its brand into both the cannabis and psychedelic sectors. On a mission to heal the world with plant medicine, Irwin has operated profitably for over 27 years¹. The growing portfolio of products is available in more than 100,000 retail doors across North America, where 80% of households know the Irwin Naturals brand². In 2018, the Company first leveraged its brand to expand into the cannabis industry by launching hemp-based CBD products into the mass market. The Company is now leveraging its famous halo of brand trust to become, perhaps, the first household name brand to offer THC-based products. Its rapidly growing national chain of psychedelic mental health clinics is called Irwin Naturals Emergence.

To contact the Company’s Investor Relations department, please call toll-free at (800) 883-4851 or send an email to Investors@IrwinNaturals.com.

“Klee Irwin”
________________________________
Klee Irwin
Chief Executive Officer
T: 310-306-3636
investors@irwinnaturals.com

IR Information

Press Contact

Irwin Naturals Investor Relations
Cassandra Bassanetti-Drumm
T: 310-306-3636
investors@irwinnaturals.com

Regulatory Overview

The following is a brief summary of regulatory matters concerning ketamine in the United States (“US”). Under the Controlled Substances Act (21 U.S.C. § 811) (the “CSA”), ketamine is currently a Schedule III drug as well as being listed under the associated Narcotic Control Regulations, and psilocybin is currently a Schedule I drug.

Most US States have enacted Controlled Substances Acts (“State CSAs”) which regulate the possession, use, sale, distribution, and manufacture of specified drugs or categories of drugs and establish penalties for State CSA violations and form the basis for much state and local drug laws enforcement activity. State CSAs have either adopted drug schedules identical or similar to the federal CSA schedules or, in some instances, have incorporated the federal scheduling mechanism. Among other requirements, some US States have established a prescription drug monitoring or review programs collect information about prescription and dispensing of controlled substances for the purposes of monitoring, analysis and education.

In the United States, facilities holding or administering controlled substances must be registered with the US Drug Enforcement Agency (“DEA“) to perform this activity. As such, medical professionals and/or the clinics in which they operate, as applicable, are also required to have a DEA license to obtain and administer ketamine (a “DEA License“). While ketamine is a controlled substance in the United States, it is approved for general anesthetic induction under the US Food, Drug, and Cosmetic Act. Once a drug is approved for use, physicians may prescribe that drug for uses that are not described in the product’s labelling or that differ from those tested by the manufacturer and approved by the Food and Drug Administration (the “FDA“). Licensed medical practitioners may prescribe ketamine legally in Canada or the United States where they believe it will be an effective treatment in their professional judgment.

Please see Irwin’s filing statement on its SEDAR profile for more information on the regulatory environment and regulations surrounding the US THC industry.

Forward-Looking Information

This news release contains certain forward-looking statements that reflect the current views and/or expectations of management of the Company with respect to performance, business and future events. Forward-looking statements can often be identified by words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates. Forward-looking statements in this news release include statements related to the impact of the acquisition of Ketamine Media on the existing Irwin Naturals Emergence business and the ability to establish new clinic locations, These statements are based on numerous assumptions that are believed by management to be reasonable in the circumstances, and are subject to a number of risks and uncertainties, including without limitation: board and regulatory approval, including the approval of the Canadian Securities Exchange; Irwin being able to acquire and/or enter into business relationships to enter into these new markets; the Company obtaining the required licenses; and changes to regulations and laws regarding cannabis or psychedelics. Forward-looking statements are subject to a number of known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from that which are expressed or implied by such forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and assumptions which are difficult to predict. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. The Company does not undertake any obligation to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

Neither the CSE nor its Market Regulator (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Irwin Naturals Inc.

_______________________________

¹ Under several corporate structures, Klee Irwin has operated the Irwin brand profitably since 1994, as measured by EBITDA adjusted for extraordinary costs.

² Consumer brand recognition information is based on a Company survey with a sample size of 500 randomly selected adults.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

NORWOOD, Mass., March 13, 2023 (GLOBE NEWSWIRE) — MariMed, Inc. (“MariMed” or the “Company”) (CSE: MRMD) (OTCQX: MRMD), a leading multi-state cannabis operator, and Ermont Inc. (“Ermont”) a vertically integrated medical cannabis operator located in Quincy, MA, today announced the close of MariMed’s transaction to acquire the operating assets of Ermont. The deal was previously announced on February 21, 2023.

The acquisition marks the second medical dispensary for MariMed in Massachusetts, substantially completing the Company’s buildout to the maximum allowable by state regulations. The transaction closed on March 9, 2023, and the dispensary began operations under the Panacea Wellness brand name the following day. The dispensary now features an expanded selection of the best cannabis products produced in the state, including those in MariMed’s award-winning brand portfolio: Nature’s Heritage flower and concentrates; Betty’s Eddies fruit chews; Bubby’s Baked soft-baked goods; Vibations: High + Energy drink mixes; and the full suite of its InHouse branded products. MariMed’s branded cannabis products are distributed to virtually all the dispensaries in the Massachusetts cannabis market, which generated $1.8 billion in total cannabis sales during 2022, according to the Massachusetts Cannabis Control Commission (“CCC”).

MariMed’s acquisition includes two Host Community Agreements with the city of Quincy, one of which is to conduct adult-use cannabis sales. The Company is applying with the CCC for approval of adult sales and plans to expand the existing medical dispensary to accommodate the increased demand. Plans also include repurposing the cultivation facility and moving its pheno-hunting activities from their New Bedford cultivation and processing facility to free up space for much needed additional capacity of their award-winning Nature’s Heritage flower. MariMed is partnering with Little Dog for the delivery of medical and adult-use cannabis where permitted.

The closing of this transaction is the result of a successful restructuring conducted by court-appointed receiver Opus Consulting Partners LLC. Opus Consulting and MariMed negotiated the transaction with court approval, and the acquisition was approved by the CCC on March 9, 2023. This is the first cannabis receivership in New England and a first-of-its-kind transaction.

Receivership is a court-appointed pathway used by struggling businesses and creditors as an alternative to bankruptcy. Because cannabis remains a Schedule I substance under the US Controlled Substances Act of 1970 (CSA), most businesses engaged in its cultivation, manufacturing, sale, and distribution do not have access to federal bankruptcy protection.

MariMed CEO Jon Levine commented, “We are thrilled to open our second medical dispensary in Massachusetts and continue expanding our footprint in our home state. Maximizing our presence in Massachusetts has been a longtime goal of MariMed, and with a third dispensary to open soon in Beverly we are nearly there. We look forward to delivering to Quincy cannabis patients the outstanding customer service and a wider variety of products that Panacea Wellness is known for. And we are happy to welcome all the Ermont employees to the MariMed family.”

Opus Consulting Partner Jacques Santucci commented, “Competition is increasing, wholesale prices are falling, and more and more cannabis licensees are falling into a state of distress that cannot be helped by the bankruptcy courts. While this is the first cannabis receivership to be approved by the Massachusetts CCC, others are already underway across the U.S., and we can anticipate that more operators will need assistance from experienced turnaround professionals that know the intricacy of the cannabis industry to find a path out of insolvency as the industry is starting to mature. Our team has been involved in this industry as operators and consultants for over 10 years and have been involved in the turnaround field for even longer.”

MariMed was represented by Erica Rice and Kevin Conroy of Foley Hoag LLP. Opus Consulting was represented by John Morrier and Michael Fencer of Casner & Edwards, LLP. Ermont’s senior secured creditor, Teneo Funds SPVi, LLC was represented by Burns & Levinson LLP partners Frank Segall and Scott Moskol.

About MariMed
MariMed Inc., a multi-state cannabis operator, is dedicated to improving lives every day through its high-quality products, its actions, and its values. The Company develops, owns, and manages seed to sale state-licensed cannabis facilities, which are models of excellence in horticultural principles, cannabis cultivation, cannabis-infused products, and dispensary operations. MariMed has an experienced management team that has produced consistent growth and success for the Company and its managed business units. Proprietary formulations created by the Company’s technicians are embedded in its top-selling and award-winning products and brands, including Betty’s Eddies, Nature’s Heritage, InHouse, Bubby’s Baked, K Fusion, Kalm Fusion, and Vibations: High + Energy. For additional information, visit www.marimedinc.com.

Important Information Regarding Forward-Looking Statements
The information in this release contains “forward-looking” statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to several risks and uncertainties. All statements other than statements of historical facts contained in this release, including without limitation statements regarding projected financial results for 2023, anticipated openings of dispensaries and facilities, timing of regulatory approvals, plans and objectives of management for future operations, are forward-looking statements. Without limiting the foregoing, the words “anticipates”, “believes”, “estimates”, “expects”, “expectations”, “intends”, “may”, “plans”, and other similar language, whether in the negative or affirmative, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements are based on our current beliefs and assumptions regarding our business, timing of regulatory approvals, the ability to obtain new licenses, business prospects and strategic growth plan, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated in these forward-looking statements due to various risks, uncertainties, and other important factors, including, among others, reductions in customer spending, our ability to recruit and retain key personnel, and disruptions from the integration efforts of acquired companies.

These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect our business and results of operations. These statements are not a guarantee of future performance and involve risk and uncertainties that are difficult to predict, including, among other factors, changes in demand for the Company’s services and products, changes in the law and its enforcement, and changes in the economic environment. Additional information regarding these and other factors can be found in our reports filed with the U.S. Securities and Exchange Commission. In providing these forward-looking statements, the Company expressly disclaims any obligation to update these statements publicly or otherwise, whether as a result of new information, future events or otherwise, except as required by law.

All trademarks and service marks are the property of their respective owners.

MariMed Investor Relations Contact:
Steve West
Vice President, Investor Relations
Email: ir@marimedinc.com
Phone: (781) 277-0007

MariMed Company Contact:
Howard Schacter
Chief Communications Officer
Email: hschacter@marimedinc.com
Phone: (781) 277-0007

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

LOS ANGELES, Feb. 21, 2023 (GLOBE NEWSWIRE) — Irwin Naturals Inc. (CSE: IWIN) (OTC: IWINF) (FRA: 97X) (“Irwin” or the “Company”) is pleased to announce the Company has successfully completed the acquisition of Serenity Health, LLC, (“Serenity”) one of the leading ketamine clinics in Louisville, KY. The agreement with Serenity was initially announced November 30, 2022. The acquisition, completed on February 16, 2023, marks two key milestones in Irwin’s Emergence clinics growth strategy in the mental health industry. First, the acquisition is expected to be immediately accretive increasing the company’s annualized EBITDA by double digits and second, the addition of this clinic further demonstrates Irwin’s ability to attract profitable clinics as part of its goal to establishing the world’s largest network of psychedelic mental health clinics.

Klee Irwin, the CEO of Irwin Naturals, “With each clinic we bring under the Irwin Naturals Emergence umbrella, we establish our leadership in this innovative approach to mental healthcare. As the first household name to enter this space, we are advancing rapidly towards our goal of becoming the market’s first mover.”

The acquisition of Serenity Health by Irwin Naturals Emergence is a strategic move aimed at providing accessible and affordable mental healthcare to patients. This acquisition brings the total number of clinics under the Irwin Naturals Emergence umbrella which are either under a definitive agreement, the Braxia LOI or acquired to 22, including existing clinics in Florida, Vermont, New Hampshire, Iowa, and Georgia.

Irwin Naturals Emergence also recently declared their intent to acquire Braxia Scientific Corp. Braxia (“Braxia Scientific”), (CSE: BRAX) (OTC: BRAXF) (FWB: 4960), a medical research company providing psychiatric, innovative ketamine and psilocybin treatments for mental health disorders (“Braxia LOI”). The two entities coming together will create a new market leader in multiple markets across the United States and Canada.

Transaction Terms

The total consideration will be paid in upfront and deferred consideration. Also included are contingent payments based on milestones related to expansion and profitability goals.

About Irwin Naturals

Irwin Naturals has been a household name and best-in-class nutraceutical formulator since 1994. It is now leveraging its household name to enter into the cannabis and psychedelic sectors. Irwin has operated profitably for over 28 years¹. The Company’s growing portfolio of products is available in more than 100,000 retail doors across North America, where over 100 million people know the Irwin Naturals brand.² In 2018, the Company first leveraged its brand to expand into the cannabis industry by launching hemp-based CBD products into the mass market. The Company is now leveraging its brand trust with an objective to become one of the first household names in THC-based products and the world’s largest chain of psychedelic mental health clinics. Irwin Naturals became a publicly traded company on the Canadian Securities Exchange (CSE) in August 2021. The Company’s shares began to be traded on the OTCQB Venture Market in November 2021. More information on the Company’s stock can be found via Bloomberg as well as the Wall Street Journal.

For investor-related information about the Company, please visit ir.irwinnaturals.com/

To contact the Company’s Investor Relations department, please call toll-free at (800) 883-4851 or send an email to Investors@IrwinNaturals.com.

“Klee Irwin”
________________________________
Klee Irwin
Chief Executive Officer
T: 310-306-3636
investors@irwinnaturals.com

IR Information

Press Contact

Irwin Naturals Investor Relations
Cassandra Bassanetti-Drumm
T: 310-306-3636
investors@irwinnaturals.com

Regulatory Overview

The following is a brief summary of regulatory matters concerning ketamine in the United States (“US”). Under the Controlled Substances Act (21 U.S.C. § 811) (the “CSA”), ketamine is currently a Schedule III drug as well as being listed under the associated Narcotic Control Regulations and psilocybin is currently a Schedule I drug.

Most US States have enacted Controlled Substances Acts (“State CSAs”) which regulate the possession, use, sale, distribution, and manufacture of specified drugs or categories of drugs and establish penalties for State CSA violations and form the basis for many state and
local drug laws enforcement activity. State CSAs have either adopted drug schedules identical or similar to the federal CSA schedules or, in some instances, have incorporated the federal scheduling mechanism. Among other requirements, some US States have established a prescription drug monitoring or review programs collect information about prescription and dispensing of controlled substances for the purposes of monitoring, analysis and education.

In the United States, facilities holding or administering controlled substances must be registered with the US Drug Enforcement Agency (“DEA”) to perform this activity. As such, medical professionals and/or the clinics in which they operate, as applicable, are also required to have a DEA license to obtain and administer ketamine (a “DEA License”). While ketamine is a controlled substance in the United States, it is approved for general anesthetic induction under the US Food, Drug, and Cosmetic Act. Once a drug is approved for use, physicians may prescribe that drug for uses that are not described in the product’s labeling or that differ from those tested by the manufacturer and approved by the Food and Drug Administration (the “FDA”). Licensed medical practitioners may prescribe ketamine legally in Canada or the United States where they believe it will be an effective treatment in their professional judgment.

Please see Irwin’s filing statement on its SEDAR profile for more information on the regulatory environment and regulations surrounding the US ketamine industry.

Forward-Looking Information

This news release contains certain forward-looking statements that reflect the current views and/or expectations of management of the Company with respect to performance, business and future events. Forward-looking statements can often be identified by words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, “objective,” or the negative of those words or other similar or comparable words. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates. Forward-looking statements in this news release include statements related to information concerning the ability of the Company to perform the terms of the transaction referenced herein; the receipt of all necessary approvals, including regulatory approvals; expectations for other economic, market, business and competitive factors; and the Company actually entering into and doing business, and continuing to do such business in the U.S. cannabis and psychedelics markets. The potential entrance by the Company into these new business segments are in their preliminary stages and may be subject to approval from the board of directors of the Company as well as any regulatory approval, including that of the Canadian Securities Exchange. These statements are based on numerous assumptions that are believed by management to be reasonable in the circumstances, and are subject to a number of risks and uncertainties, including without limitation: board and regulatory approval, including the approval of the Canadian Securities Exchange; Irwin being able to acquire and/or enter into business relationships to enter into these new markets; the Company obtaining the required licenses; and changes to regulations and laws regarding cannabis or psychedelics; binding agreements that formalize the terms of the non-binding letter of intent described in the Braxia press release.. Further information on the regulatory environment and risks will be contained in future disclosures. Forward-looking statements are subject to a number of known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from that which are expressed or implied by such forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and assumptions which are difficult to predict. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. The Company does not undertake any obligation to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

Neither the CSE nor its Market Regulator (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Irwin Naturals Inc.

¹ Under several corporate structures, Klee Irwin has operated the Irwin brand profitably since 1994, as measured by EBITDA adjusted for extraordinary costs.
² Consumer brand recognition information is based on a Company survey with a sample size of 500 randomly selected adults.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.