VLN^®, a cigarette with 95% less nicotine than conventional cigarettes, is now available for the 75% of Colorado smokers that are willing to switch brands to help them cut back 

DENVER, Feb. 07, 2023 (GLOBE NEWSWIRE) — A new survey of 500 Colorado adults who smoke assessed the state of cigarettes in Colorado and found 74 percent were interested in quitting, and 87 percent see cutting back as a pivotal step in that process. The survey was conducted by Wakefield Research for 22nd Century Group, Inc., which has launched a new product in Colorado that is now available for adults looking to smoke less.

Despite continually ranking as one of the healthiest states in the country, more than 12% of adults in Colorado still smoke and more than 5,000 people in the state continue to die each year from smoking highly addictive cigarettes, with higher incidence of smoking among rural and vulnerable communities.

Motivations to Quit and Past Attempts
When survey respondents were asked why they wanted to quit smoking, the most common responses were to save money (74 percent), improve their physical health (71 percent) and because family or friends asked them to stop (42 percent). However, quitting has proven to be a challenge for many Coloradans who smoke, with respondents who have tried at least once noting an average of five past quit attempts. The most common method used for trying to quit was going cold turkey (58 percent), followed closely by cutting back gradually (55 percent), nicotine patches (47 percent) and nicotine gum (42 percent).

Obstacles to Quitting 
So, why can’t many Coloradans give up cigarettes? Cravings for the experience of smoking was a top reason respondents with at least one quit attempt were triggered to start smoking again. Plus, the top three challenges that kept Coloradans from trying to quit — or being successful in their quit attempts — were:

• Inability to handle stress without smoking (57 percent)
• Constant cravings for nicotine (55 percent)
• Unable to break free from the habit and experience of smoking (46 percent)

While quitting for good is clearly the best option for people’s health, this may not be within reach for many, based on findings from this survey. However, many Coloradans who smoke consider cutting back a step in the right direction. In fact, 87 percent of those surveyed said that significantly cutting back on how often they smoke would make them more confident in their ability to quit smoking completely.

New Option in Colorado for Cutting Back 
For Coloradans looking to cut back but haven’t had success with other products, VLN^® cigarettes — the first and only combustible tobacco cigarettes to receive a Modified Risk Tobacco Product (MRTP) designation by the FDA, which contain minimal or non-addictive levels of nicotine — are now available statewide in Colorado. In fact, Colorado was one of the first states in the country to reduce taxes on MRTP products and the second Master Settlement Agreement state to approve listing VLN^® for sale.

“Our study found that the vast majority of survey participants said even just cutting back is considered a win and that’s exactly what our VLN^® cigarettes are clinically proven to do,” said John Miller, president of 22nd Century Group’s Tobacco Business. “For the 75 percent of Coloradans who smoke who are willing to switch brands to help them cut back, VLN^® cigarettes can be a new tool to help them smoke less, because VLN^® provides the same familiar taste and experience as a regular cigarette.”

While not a cessation product, VLN^® King and VLN^® Menthol King address many of the challenges respondents cited when trying to cut back or quit, including giving up the experience of smoking and inability to handle stress without smoking. VLN^® tastes, smells and burns like a conventional cigarette, giving people the smoking experience they’re craving, but with 95 percent less of the addictive nicotine that keeps people hooked.

Why This Matters Now
With the FDA contemplating a nicotine cap and proposing rules to ban menthol as a flavoring agent for all combustible cigarettes sold in the United States as part of its Comprehensive Plan for Tobacco and Nicotine Regulation, VLN^® is the only combustible cigarette on the market today that anticipates future tobacco policy developments in the United States and globally. Colorado is still the first — and only — state where VLN^® cigarettes are available in multiple locations across the state, giving Coloradans who want to cut back a head start on smoking less.

Adult Coloradans who smoke can find VLN^® cigarettes at all Circle K and Smoker Friendly stores throughout the state. People who smoke can also ask staff at any location alcoholic beverages are sold to stock VLN^® . If you are 21 or older, learn more about VLN^®’s revolutionary approach to reducing tobacco harm at tryVLN.com and click on the ‘Store Locator’ to find the nearest location selling VLN^® King and VLN^® Menthol King.

The Colorado Smoking Survey was conducted by Wakefield Research (www.wakefieldresearch.com) among 500 representative Colorado Smokers, ages 21+, between January 4th and January 16th, 2023, using an email invitation and an online survey. The data has been weighted to ensure an accurate representation of smokers in Colorado ages 21+.

About 22nd Century Group, Inc.
22nd Century Group, Inc. (Nasdaq: XXII) is a leading agricultural biotechnology company focused on tobacco harm reduction, reduced nicotine tobacco and improving health and wellness through plant science. With dozens of patents allowing it to control nicotine biosynthesis in the tobacco plant, the Company has developed proprietary reduced nicotine content (RNC) tobacco plants and cigarettes, which have become the cornerstone of the FDA’s Comprehensive Plan to address the widespread death and disease caused by smoking. The Company received the first and only FDA modified risk tobacco product (MRTP) authorization of a combustible cigarette in December 2021. In tobacco, hemp/cannabis and hop plants, 22nd Century uses modern plant breeding technologies, including genetic engineering, gene-editing, and molecular breeding to deliver solutions for the life science and consumer products industries by creating new, proprietary plants with optimized alkaloid and flavonoid profiles as well as improved yields and valuable agronomic traits. Learn more at xxiicentury.com, on Twitter, on LinkedIn, and on YouTube.

Cautionary Note Regarding Forward-Looking Statements
Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements. Forward-looking statements typically contain terms such as “anticipate,” “believe,” “consider,” “continue,” “could,” “estimate,” “expect,” “explore,” “foresee,” “goal,” “guidance,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “preliminary,” “probable,” “project,” “promising,” “seek,” “should,” “will,” “would,” and similar expressions. Actual results might differ materially from those explicit or implicit in forward-looking statements. Important factors that could cause actual results to differ materially are set forth in “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 1, 2022, and in the Company’s Quarterly Report filed on November 8, 2022. All information provided in this release is as of the date hereof, and the Company assumes no obligation to and does not intend to update these forward-looking statements, except as required by law.

Media Contact:

Paul Raab
Linhart Public Relations
303-951-2551
[email protected]

Investor Contact:
Matt Kreps
22nd Century Group, Inc.
Investor Relations
[email protected]
214-597-8200

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.

VLN^® cigarettes from 22nd Century Group contain 95% less nicotine than conventional cigarettes, greatly reducing nicotine consumption to help smokers smoke less; support State and FDA goals of reducing tobacco harm

DENVER, Oct. 06, 2022 (GLOBE NEWSWIRE) — There’s a revolutionary new option available for the more than 680,000 adult smokers in Colorado — many of whom are trying to cut back or quit. VLN^® brand cigarettes are the first and only combustible tobacco cigarettes to receive a Modified Risk Tobacco Product designation by the FDA and contain minimal to non-addictive levels of nicotine. VLN^® cigarettes are now available at all Smoker Friendly locations in the state via a partnership with Creager Mercantile and will be available in Colorado Circle K stores by next week. VLN^® is also rolling out to retail locations throughout the state, through a partnership with Eagle Rock Distributing Company, a wholesale partner of Anheuser-Busch.

The VLN^® King and VLN^® Menthol King cigarettes are substantially lower in nicotine content — 95 percent less — than any other cigarettes currently available to smokers in the United States. These uniquely low levels of nicotine were developed using proprietary modern tobacco breeding techniques from 22nd Century Group, Inc. (Nasdaq: XXII), a leading agriculture biotechnology company focused on tobacco harm reduction and plant technology/science.

More than 50 government-funded, independent clinical trials under grants from federal organizations including the FDA and National Institutes of Health (NIH) conducted at Johns Hopkins University, Mayo Clinic and other leading U.S. institutions over the past 12 years have reported that adult smokers who switch to greatly-reduced nicotine content cigarettes:

• Reduce their cigarettes per day (CDP) by 50 percent after 20 weeks
• Have more smoke-free days and quit attempts as a group
• Experience a reduction in cravings and withdrawal symptoms

In June 2022, the Biden-Harris Administration expressed support for the FDA’s plans to establish a maximum nicotine level to reduce the addictiveness of cigarettes and other combustible tobacco products. While no cigarette is safe and VLN^® must still include the Surgeon General’s warning language on its packaging and marketing materials, 22nd Century is at the forefront of aligning with the FDA’s goal of promoting public health and reducing nicotine use.

“According to the CDC, almost half of the Colorado adult smoking population tried to quit in 2019; our VLN^® King and VLN^® Menthol King cigarettes are proven to help adults smoke less,” said John Miller, president of 22nd Century Group’s Tobacco Business. “Reducing cigarette consumption is important, though challenging, and we are hopeful many smokers will transition away from smoking cigarettes entirely.”

Colorado is the first state where VLN^® cigarettes will be fully rolled out, following an exceptionally successful pilot in the Chicago area earlier this year. Despite continually ranking as one of the healthiest states in the country, more than 12% of adult Coloradans still smoke and more than 5,000 people in the state continue to die each year from smoking highly addictive cigarettes. 22nd Century Group chose Colorado for the first statewide rollout due to Colorado’s rapid progress in permitting and facilitating the sale of VLN^® products, as evidenced by being one of the first states in the country to produce an MRTP stamp for VLN^® and the second Master Settlement Agreement state to approve listing VLN^® for sale in their state.

VLN^® King and VLN^® Menthol King reduced nicotine content cigarettes can be purchased at all Smoker Friendly locations throughout the state and will be available at all Colorado Circle K stores by next week. The cigarettes will also soon be available at almost any location alcoholic beverages are sold, through the Eagle Rock Distributing Company partnership. VLN^® will be competitively priced in-line with other major brands at $9 to $9.25 a pack, depending on tax.

Learn more about VLN^®’s revolutionary approach to reducing tobacco harm at tryVLN.com and click on the ‘Store Locator’ to find the nearest location selling VLN^® King and VLN^® Menthol King.

About VLN^®
VLN^® is the first and only FDA MRTP authorized combustible cigarette. Utilizing 22nd Century Group’s proprietary tobacco plant lines, VLN^® cigarettes smoke, smell and taste just like a conventional cigarette but contain 95% less nicotine. Numerous independent scientific studies, funded largely by the U.S. Food and Drug Administration, the National Institutes of Health, and other U.S. federal government agencies, have demonstrated that using reduced nicotine content tobacco cigarettes like VLN^® helps smokers reduce their nicotine exposure and dependence, smoke fewer cigarettes per day, increase their number of smoke-free days, and double their quit attempts – all with minimal or no nicotine withdrawal symptoms or compensatory smoking behavior. VLN^® helps you smoke less. Learn more at tryVLN.com.

About 22nd Century Group, Inc.
22nd Century Group, Inc. (Nasdaq: XXII) is a leading agricultural biotechnology company focused on tobacco harm reduction, reduced nicotine tobacco and improving health and wellness through plant science. With dozens of patents allowing it to control nicotine biosynthesis in the tobacco plant, the Company has developed proprietary reduced nicotine content (RNC) tobacco plants and cigarettes, which have become the cornerstone of the FDA’s Comprehensive Plan to address the widespread death and disease caused by smoking. The Company received the first and only FDA modified risk tobacco product (MRTP) authorization of a combustible cigarette in December 2021. In tobacco, hemp/cannabis and hop plants, 22nd Century uses modern plant breeding technologies, including genetic engineering, gene-editing, and molecular breeding to deliver solutions for the life science and consumer products industries by creating new, proprietary plants with optimized alkaloid and flavonoid profiles as well as improved yields and valuable agronomic traits. Learn more at xxiicentury.com, on Twitter, on LinkedIn, and on YouTube.

Cautionary Note Regarding Forward-Looking Statements
Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements. Forward-looking statements typically contain terms such as “anticipate,” “believe,” “consider,” “continue,” “could,” “estimate,” “expect,” “explore,” “foresee,” “goal,” “guidance,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “preliminary,” “probable,” “project,” “promising,” “seek,” “should,” “will,” “would,” and similar expressions. Actual results might differ materially from those explicit or implicit in forward-looking statements. Important factors that could cause actual results to differ materially are set forth in “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 11, 2021. All information provided in this release is as of the date hereof, and the Company assumes no obligation to and does not intend to update these forward-looking statements, except as required by law.

Media Contact:
Paul Raab
Linhart Public Relations
303-951-2551
[email protected]

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, May 20, 2022 (GLOBE NEWSWIRE) — Irwin Naturals Inc. (CSE: IWIN) (OTC: IWINF) (FRA: 97X) (“Irwin” or the “Company”) announced today it has licensed its brand to Larsen Group II LLC, a Colorado manufacturer of cannabis products. Larsen Group II LLC will produce and distribute formulas such as Irwin Naturals Power to Sleep with THC.

Irwin’s CEO, Klee Irwin, said, “I’m pleased with how quickly our team is lining up distribution across the US in what is now already our 3^rd state in about a month. Larsen Group II LLC was selected because of their growth-focused mindset and operational excellence. Important, they have one of the broadest distribution bases in the state – a state with $2.2 billion in cannabis sales last year¹.

Mr. Irwin continued, “Licensing is a win-win approach for three reasons. (1) It provides significant tax advantages to us, (2) it greatly reduces our need for cash investment to set up factories and distribution systems in each state and (3), most importantly, it allows us to carpet the countries with dispensaries selling Irwin Naturals formulas infused with THC in a remarkably short period of time as we embark on this landgrab to become the world’s first household name brand in cannabis. Our partners in CA, CO and NM are now able to distribute a brand known by over 100 million North Americans**, with high trust ratings and a loyal customer base.”

Zac Larsen, owner of Larsen Group II LLC, commented, “Like all the other states, Colorado doesn’t have a household brand in cannabis yet. This is about to change with the entrance of Irwin Naturals into our market. Of course, this same brand has actually been in our state in virtually every health food store and mass market chain store for over 25 years. Accordingly, we are proud to have been selected by Klee and the team to help bring this suite of widely recognized products to our state.”

______________________________

¹ Source: https://mjbizdaily.com/colorados-2021-cannabis-sales-set-another-annual-record-at-2-22-billion/

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 years*. 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 brand**. 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.

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

**Based on a formal Company survey with a sample size of 500 randomly selected adults.

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 [email protected].

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

“Klee Irwin”
________________________________
Klee Irwin
Chief Executive Officer
T: 310-306-3636
[email protected]

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. 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.

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.

DENVER , March 4, 2022 /PRNewswire/ — Item 9 Labs Corp. (OTCQX: INLB) (the “Company”) — a vertically integrated cannabis dispensary franchisor and operator that produces premium, award-winning products — announced today that it has closed its acquisition of an existing dispensary license and storefront in Adams County, Colorado.

Located at 6101 N. Washington St. in Denver, this will be the first corporate-owned shop under the Unity Rd. brand. The Company expects the shop to be operational in the first half of 2022.

Acquisition Marks First in Company’s National Growth Accelerator

This acquisition is part of an overarching strategy to accelerate national development by creating turnkey investment opportunities for Unity Rd. franchise partners. Item 9 Labs Corp. plans to aggressively expand its dispensary franchise by acquiring and converting cannabis retail stores, training the local team and selling the business to new and existing franchise partners.

“Entrepreneurs are flocking to cannabis, eager to grab a piece of the $25 billion a year market, but soon find that opening a cannabis business is most often a lengthy, complex process,” said Item 9 Labs Corp.’s Chief Executive Officer, Andrew Bowden. “This development strategy offers one of the most turn-key entrances into cannabis. With our team handling the acquisition, conversion and training internally, we expect our national Unity Rd. footprint to expand much more quickly.”

As part of these development efforts, the Company is seeking acquisitions of cannabis dispensaries in Denver, front range and compelling mountain towns throughout Colorado, and key markets in Arizona, Michiganand Oklahoma.

“Unity Rd. is the growth vehicle that will bring our award-winning, premium Item 9 Labsproducts to new states,” added the Company’s Chief Strategy Officer, Jeffrey Rassas. “We are also seeking opportunities to acquire, develop or partner with cultivation and production facilities in markets where we have two to three Unity Rd. shops to ease new market product entry and focus our operations.”

Bringing Item 9 Labs products to markets where Unity Rd. shops are located gives franchise partners front-of-the-line access to a reliable, award-winning product supply chain. The cannabis retail shop also benefits from the national product consistency that consumers have come to expect from franchise brands.

More Information on Item 9 Labs Corp. and Unity Rd.:
Visit https://investors.item9labscorp.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.

VANCOUVER, BC – TheNewswire – December 22, 2021 – CannAmerica Brands Corp. (CSE:CANA) (CNSX:CANA.CN) (OTC:CNNXF) (“CannAmerica” or the “Company”) further to the Company’s news release dated December 16, 2021, wherein the Company announced the execution of the Purchase Agreement (the “Agreement”) of CannAmerica’s Colorado licensee, Arsenal Oils and Extracts, LLC (“Arsenal”) and the execution of a Management Agreement by the Company’s wholly owned US subsidiary DAFF International, LLC (“DAFF”), and Arsenal (the “Management Agreement”), the Company wishes to clarify the regulatory approvals necessary to complete this transaction.

The Company must obtain approval of the transfer of the Retail Marijuana Conditional License and the Retail Marijuana Products Manufacturer License by the State of Colorado Department of Revenue Marijuana Division and the associated City of Aurora Marijuana Enforcement Division, respectively (collectively, the “Approvals”).  The review process is lengthy and the timing of the receipt of these Approvals is beyond the control of the Company, the Company’s shareholders (the “Shareholders”) and the Canadian Securities Exchange (the “CSE”).

The transaction will result in a Fundamental Change of the Company under CSE Policies and is therefore subject to CSE review and Shareholder approval.  The transaction will not be submitted to the CSE and the Shareholders for review and approval until the Company has received the Approvals.

The Management Agreement provides for DAFF to manage the daily business operations of Arsenal beginning on January 1, 2022, throughout the required regulatory review and approval process and continuing until the closing of the acquisition.  The Management Agreement will renew automatically for an additional one year term if the acquisition has not closed by December 31, 2022, unless terminated by Arsenal for cause.

About CannAmerica Brands Corp.

CannAmerica is a U.S. marine veteran founded and operated portfolio of cannabis brands with licensing agreements in the states of Colorado, Nevada, Oklahoma, Massachusetts and the Country of Canada. The Company aims to maximize the value of its brands by employing strong brand management teams, marketing and licensing the brands through various distribution channels, including dispensaries, wholesalers, and distributors, in the United States and internationally. The Company’s core strategy is to enhance and monetize the global reach of its existing brands, and to pursue additional strategic acquisitions to grow the scope and diversity of its brand portfolio.

For more information, please visit: www.cannamericabrands.com.

Contact:  Dan Anglin, Chief Executive Officer and Director of CannAmerica Brands Corp.

Email: [email protected]

Phone: 720.648.4044

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things, the ability of the Company to obtain the Approvals.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the Company being unable to obtain the Approvals.

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the Company will be able to obtain the Approvals.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

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.

Transformational $95 Million Private Financing for M&A Initiatives & Further Expansion Plans

Signs Definitive Agreement to Acquire & Manage New Mexico Assets: Reynold Greenleaf & Associates, R. Greenleaf Organics, Medzen Services, Elemental Kitchen & Laboratories

Schwazze Transitions to a Regional Operator with New Mexico Acquisitions

OTCQX: SHWZ

DENVER, Dec. 3, 2021 /PRNewswire/ – Schwazze, (OTCQX:SHWZ) (“Schwazze” or the “Company”), one of the largest vertically integrated cannabis operators in Colorado, has entered into a securities purchase agreement with institutional investors and individuals under which the Company will issue and sell, subject to customary closing conditions, $95 million of principal amount and $93 million of funding amount (reflecting a 2% original issue discount) of convertible notes. The Company anticipates using the proceeds from the note to fund the cash consideration of recently announced acquisitions and other growth and expansion initiatives.

The notes will accrue 13% interest per year (9% payable in cash and 4% accreting to the principal amount), have a 5-year term and will be secured by a first lien on the unencumbered assets and a second lien on the encumbered assets of the Company and its subsidiaries. The note will be convertible into shares of the Company’s common stock at any time at a conversion price to be set upon issuance equal to 117.5% of the lower of the volume weighted average of the closing prices of the Company’s common stock during (i) five trading days before the date on which the Company entered into a binding commitment to issue the notes, (ii) 30 trading days before the date of issuance of the notes and (iii) five trading days before the date of issuance of the notes. The Company will have a right to redeem the notes at any time, subject to a prepayment penalty. The Company expects to issue and sell the notes within a week.

The foregoing is not a complete description of all the terms of the notes and the financing and additional information will be made available in an 8-K filing with the Securities and Exchange Commission.

New Mexico
Schwazze is also pleased to announce that it has signed definitive documents to acquire substantially all the operating assets of Reynold Greenleaf & Associates, LLC, and the equity of Elemental Kitchen & Laboratories, LLC. As part of the transaction, the Company will also have a right to purchase or acquire cannabis licenses held by Medzen Services, Inc., (“Medzen”) and R. Greenleaf Organics, Inc. (“RGO”), not-for-profit organizations that hold medical cannabis licenses in New Mexico (the assets and licenses described herein are referenced collectively as “Greenleaf’). Total consideration for the acquisition will be $42 million (subject to potential working capital adjustments) with a potential performance based earnout. The consideration will consist of $25 million in cash payable at closing and $17 million in a 3-year seller note at 5% interest.

Greenleaf is a licensed medical cannabis provider with ten dispensaries, four cultivation facilities – three operating and one in development – and one manufacturing location. The dispensaries are located in Albuquerque, Santa Fe, Roswell, Las Cruces, Grants and Las Vegas, New Mexico. Greenleaf’s approximately 70,000 square feet of cultivation as well as 6,000 square feet of manufacturing space are located in Albuquerque. The State of New Mexico currently allows medical cannabis and has approved adult use recreational cannabis sales which by law begin no later than April 2022.

The acquisition is targeted to close within the next quarter, subject to closing conditions and covenants customary for this type of transaction, including, obtaining applicable New Mexico Regulation and Licensing Department (RLD) approvals. With this acquisition, Schwazze will become a multi-state operator (“MSO”) with a total of 32 announced and acquired dispensaries, seven cultivation facilities and two manufacturing operations located in either Colorado or New Mexico.

“We appreciate the strong support from our group of institutional investors that believe in our differentiated strategy and in our ability to execute. We believe this capital will support Schwazze in meeting its growth target to double pro-forma revenue by the end of Q1 2022. The Company will continue to aggressively pursue expansion and operating plans in Colorado going forward exemplified by the recently announced acquisitions of Emerald Fields and Smoking Gun dispensaries. Our planned expansion into New Mexico is a logical step in building a strong foundation in a region that will leverage synergies from our operating playbook and talent. Entering New Mexico will elevate Schwazze into the MSO category but with a differentiated regional focus. We believe our playbook will have similar success in New Mexico, which is poised for rapid expansion in 2022 and 2023 as the market opens for adult use consumption. We welcome the Greenleaf team members to Schwazze and are excited about our future together,” stated Justin Dye, CEO & Chairman.

Corporate Update
Since April 2020, Schwazze has announced and/or acquired a total of 32 cannabis dispensaries, including the ten Greenleaf New Mexico dispensaries. The Company has also announced and/or acquired in 2021 a total of seven cultivation facilities, three in Colorado – SCG Holding LLC, Brow 2 LLC and Star Buds – and four licensed by Medzen and RGO in New Mexico. The Greenleaf acquisition will add a New Mexico manufacturing asset, Elemental Kitchen & Laboratories, LLC, to the Company’s manufacturing plant, Purplebee’s in Colorado. See Figure #1, outlining Schwazze’s existing or pending dispensary assets.

In May 2021, Schwazze announced its BioSciences division and in August 2021 it commenced home delivery services in Colorado.

Advisors
Perella Weinberg Partners LP is serving as financial advisor to Schwazze and The Benchmark Company, LLC is acting as sole placement agent for the offering. Schwazze was represented by Brownstein Hyatt Farber Schreck, LLP on legal matters in connection with the offer and sale of the notes and was represented by Dentons on legal matters relating to the New Mexico transaction.

About Schwazze
Schwazze (OTCQX: SHWZ) is building a premier vertically integrated regional cannabis company with assets in Colorado and New Mexico and will continue to take its operating system to other states where it can develop a differentiated regional leadership position. Schwazze is the parent company of a portfolio of leading cannabis businesses and brands spanning seed to sale. The Company is committed to unlocking the full potential of the cannabis plant to improve the human condition. Schwazze is anchored by a high-performance culture that combines customer-centric thinking and data science to test, measure, and drive decisions and outcomes. The Company’s leadership team has deep expertise in retailing, wholesaling, and building consumer brands at Fortune 500 companies as well as in the cannabis sector. Schwazze is passionate about making a difference in our communities, promoting diversity and inclusion, and doing our part to incorporate climate-conscious best practices. Medicine Man Technologies, Inc. was Schwazze’s former operating trade name. The corporate entity continues to be named Medicine Man Technologies, Inc.

Schwazze derives its name from the pruning technique of a cannabis plant to enhance plant structure and promote healthy growth.

Forward-Looking Statements
This press release contains “forward-looking statements.” Such statements may be preceded by the words “plan,” “will,” “may,”, “predicts,” or similar words. Forward-looking statements are not guarantees of future events or performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control and cannot be predicted or quantified. Consequently, actual events and results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) our inability to manufacture our products and product candidates on a commercial scale on our own or in collaboration with third parties; (ii) difficulties in obtaining financing on commercially reasonable terms; (iii) changes in the size and nature of our competition; (iv) loss of one or more key executives or scientists; (v) difficulties in securing regulatory approval to market our products and product candidates; (vi) our ability to successfully execute our growth strategy in Colorado and outside the state, (vii) our ability to consummate the acquisition described in this press release or to identify and consummate future acquisitions that meet our criteria, (viii) our ability to successfully integrate acquired businesses and realize synergies therefrom, (ix) the ongoing COVID-19 pandemic, * the timing and extent of governmental stimulus programs, (xi) the uncertainty in the application of federal, state and local laws to our business, and any changes in such laws, and * out ability to satisfy the closing conditions for the private finding described in this press release. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise except as required by law.

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.

Agreement includes an estimated $11 million in production-based fees and consulting services over a 10-year period, and an option on phase 2 expansion for up to an additional $37 million

BURLINGTON, Mass., May 13, 2021 (GLOBE NEWSWIRE) — Agrify Corporation (NasdaqCM:AGFY) (“Agrify” or the “Company”), a developer of highly advanced and proprietary precision hardware and software cultivation solutions for the indoor agriculture marketplace, today announced it entered into a definitive agreement with its existing customer Greenstone Holdings, LLC (“Greenstone”), a licensed operator in the state of Colorado, to complete the construction of a 25,000 square foot expansion of Greenstone’s Denver facility, significantly increasing the facility’s cultivation footprint.

Under the terms of the agreement, Agrify will provide up to $2.5 million in construction loans at 18% APR, to be repaid over a 24-month period following commencement of operations. Construction is expected to begin in the second quarter of 2021 with the completed facility expected to be fully operational by the fourth quarter of 2021. In addition to the construction, Agrify will receive recurring fees over a 10-year period of up to $11 million to support the successful launch of Greenstone’s operations. Under the agreement, Agrify may also extend additional construction financing, which would be used to convert Greenstone’s existing traditional indoor grow facility with the addition of 200-220 VFUs and would provide Agrify the opportunity to earn an additional estimated $37 million in production-based fees and consulting services. As part of the deal, Agrify agrees to retire Greenstone’s current lease agreement with CCI-Finance, LLC, at 50% of the original face value of $1.4 million, or $700,000. The initial closing of the transactions contemplated by the agreement is expected to occur by May 30, 2021 and is subject to standard closing conditions.

“We are delighted to announce this next phase in our relationship with Greenstone, and we are excited to have been brought in to complete the construction of their cultivation facility,” said Raymond Chang, Chief Executive Officer of Agrify. “We look forward to continuing our work together over the next 10 years as we assist them in optimizing production so they are able to provide the Colorado market with the type of consistently high-quality products that consumers demand.”

“Today’s announcement represents a critical step in the completion of our Denver facility,” said Gary Walker, General Manager of Greenstone Holdings, LLC. “With Agrify’s assistance, we expect to be able to get our expanded facility online by the end of Q4, 2021. We are excited to continue our journey with Agrify to further improve consistency and enhance the quality of our products for our customers, and we look forward to broadening our successful relationship with Agrify as we enter our next phase of company growth.”

About Agrify (NasdaqCM:AGFY)

We are a developer of premium grow solutions for the indoor agriculture marketplace. We use data, science, and technology to empower our customers to be more efficient, more productive, and more intelligent about how they run their businesses. Our highly advanced and proprietary hardware and software solutions have been designed to help our customers achieve the highest quality, consistency, and yield, all at the lowest possible cost. For more information, please visit our website at www.agrify.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning Agrify and other matters. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our customer relationship with Greenstone, project timelines, and ability to deliver solutions and services. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this press release are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events as well as the terms and conditions that were mutually agreed upon in the underlying definitive agreement between Agrify and Greenstone Holdings, LLC. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. You should carefully consider the risks and uncertainties that affect our business, including those described in our filings with the Securities and Exchange Commission (“SEC”), including under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC, which can be obtained on the SEC website at www.sec.gov. These forward-looking statements speak only as of the date of this communication. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and filings with the SEC.

Company Contacts:

Agrify
Niv Krikov
Chief Financial Officer
[email protected]
(617) 896-5240

Investor Relations
Rob Kelly
[email protected]
(416) 992-4539

Media Contact
Renee Cotsis
[email protected]

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.

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Last week, I attended Portland’s Hemp CBD Connex, an annual event that highlights the vast potential of hemp and CBD.

Of interest to me–because my practice focuses on the regulatory framework of CBD products–was a panel entitled “Weeding Through the CBD Jungle: How to Grow, Run and Be Successful.” This panel was led by two experienced industry leaders: Stuart Bennett, VP of Contract Manufacturing for Canopy Growth, and Alex Rullo, Executive VP of Strength of Hope. Both panelists discussed the dos and don’ts of selling and distributing CBD products in interstate commerce and stressed the importance of complying with the CBD laws of each state in which a product is sold. This was music to my ears!

As you already know if you follow our blog, the Food and Drug Administration (“FDA”) has taken the position that CBD-infused foods and dietary supplements cannot be lawfully sold or marketed in the United States. Yet, states have adopted their own approaches to regulating CBD products that are not necessarily consistent with the FDA’s current position.

Some states, including Colorado and Oregon, allow the manufacture and sale of all CBD products, including food, dietary supplements, smokable products, and cosmetic products. Other states, like Idaho, strictly prohibit the production and/or sale of any such products. A handful of other states, including California, have banned certain categories of CBD products (usually food and dietary supplements) but seem to take no issue with the sale of other products, such as CBD cosmetics.

In addition, some states that have legalized the sale of Hemp CBD products impose their own regulations, including but not limited to labeling and testing requirements.

As we previously discussed, CBD manufacturers and distributors selling their products in interstate commerce should familiarize themselves with labeling and marketing laws in each state where they plan on placing their products. As a rule of thumb, companies should adopt the most stringent rules, such as those imposed by Indiana, Texas and Utah, to ensure compliance across state lines.

While it’s impossible to cover all state labeling and marketing laws in one blog post, I thought I would provide a brief overview of the label components that have become standard in the industry:

The FDA’s General Labeling Requirements

Every state that authorizes the sale of CBD products also mandates, in one way or another, that the labels of CBD products sold within their borders be labeled in accordance with the Food, Drug and Cosmetic Act (“FDCA”). Under the FDCA, the labels of any product sold in the United States must contain four basic elements:

(1) An identity statement, which indicates what the product is;
(2) A net weight statement;
(3) A list of all ingredients, which in states like New Mexico and Colorado, must clearly identify hemp and CBD. This requirement makes it difficult for companies that are steering clear from using the term “CBD” in an attempt to mitigate the risk of enforcement action. For more information on this issue, please read here; and
(4) The name and address of the manufacturer, packer or distributor along with their street address.

Scannable Bar Code or QR Code

A growing number of states are mandating the use or a scannable bar code, QR code link or web address linked to a document containing information, pertaining to:

• the batch identification number;
• the product name;
• the batch date;
• the expiration date, which in some states like Indiana, must be not more than two (2) years from the date of manufacture;
• the batch size;
• the total quantity produced;
• the ingredients used; and
•  certificate of analysis.

FDA Warning Statement

States like Colorado require that the following statement appear on CBD product labels: “FDA has not evaluated this product for safety or efficacy.”

No Medical or Health Claims

As we have discussed at length, the FDA has limited its enforcement actions against CBD companies that make outrageous and unfounded health claims about the therapeutic values of their products. Nevertheless, many states demand that the labels of CBD products sold within their borders be free of any health claims. It’s important to understand that drug claims don’t need to be explicit. If a company implies that its product can be used to treat a disease, the FDA and local authorities may conclude that the product is a drug.  Consequently, if a CBD company makes any medical, disease, or bodily structure or functional claims or implications about its products, the FDA will likely conclude that the company is marketing unapproved drugs in violation of the FDCA.

Ensuring compliance with the labeling and marketing laws (and policies) of each state in which a CBD product is sold can be challenging, yet it is a crucial step in mitigating the risks of enforcement action by federal and state agencies.