indoor cultivation – MJ Shareholders

Halo Collective Executes Definitive Agreements to Acquire Pistil Point Indoor Facility and Related Licenses in Oregon

MJ Shareholders — Fri, 27 Aug 2021 17:23:05 +0000

CEO and Founder of Halo Collective, Kiran Sidhu, commented, “Halo was founded in Oregon, and we believe this is the market of the future as the potential Federal legalization comes to fruition with no cultivation taxes, light local taxation, abundant labor, and water and power at lower rates than most other states. We believe the acquisition of Pistil Point will accelerate the trajectory of our market leadership in Oregon as we establish a large campus in Portland. We now have a triple play in Oregon, with indoor, greenhouse, and outdoor cannabis cultivation, and plan to continue building our capacity to be one of the larger indoor growers in the state.”

Highlights of the Pistil Point Transaction

Extends Halo’s overall leadership in Oregon by adding a revenue and cash-generating subsidiary.
Builds a large distribution hub that reaches 70% of the state’s population within an hour’s drive.
Brings indoor flower production to enable higher price points, increased margins, and year-round flower production.
Provides opportunity to expand indoor flowering production from 200 to 500 lights (a 250% production increase).
Enables Halo to move a significant portion of finished goods assembly to Portland to facilitate just-in-time production, increasing bulk capacity in Medford and reducing inventory days on hand overall.
Gives Halo the ability to open Oregon’s largest wholesale cash-and-carry showroom, carrying products from approximately 30 farms and 12 leading brands representing over 100 unique SKUs.
Brings a capable management team to undertake this expansion plan under the visionary leadership of Sid Gupta.

Pistil Point’s production facility currently sells high-quality indoor cultivated flower and trim at an average price of $1,865/lb (outdoor price $1,094/lb¹). From April to June 2021, Pistil Point reported approximate and unaudited revenues of $889,000 and EBITDA of $255,000.² These three months reflect upward momentum. Management expects to substantially outpace 2020 unaudited total revenues of approximately $1.37³ million before the execution of plans to build out the facility to maximize production. Halo will continue to grow the outstanding strains at the facility that have tested as high as 30% TCH and established Pistil Point as one of Oregon’s premium flower producers.

Over the course of the next year, Halo plans to embark on a significant expansion of the new facility’s production, processing, and distribution operations. The facility currently generates approximately $300,000 of revenue and $100,000 of free cash flow per month since April, 2021 and the expansion is expected to increase these metrics by up to 250% within a year period.

In addition, Halo plans to establish a new central distribution hub by consolidating its current distribution centers in Medford and Eugene, Oregon, into the new facility in Portland, which is within a 60-mile radius of 70% of the state’s population⁴. This move will significantly reduce delivery time to the majority of dispensaries in the state. Halo intends to relocate its final assembly processes from Medford to Portland to expand the Company’s overall production capacity at least two-fold as Halo’s market share in Oregon continues to grow. The Company expects production in Portland to enable more white label and custom manufacturing business with Halo’s dispensary partners thereby increasing potential sales within the state.

Along with upgrading the production and processing facilities and moving distribution to Portland. Halo intends to open Oregon’s first wholesale business-to-business, cash and carry showrooms for bulk and finished goods, which will stock all 12 brands that Halo currently distributes in the state and a large assortment of white label products including but not limited to Flower (flower, pre-rolls, and canagars), Concentrates (shatters, resins, hash, and hash rosins), Vape Pens (cannabis-derived, flavored, live resin, and hash rosin) and Consumables (gummies, syrups, and tinctures), Topicals, and Beverages (including brands acquired in the Halo’s previously announced licensing arrangement with -Elegance Brands, Inc.).

“With Halo’s acquisition of certain Pistil assets, we now enter the very attractive indoor flower and pre-roll markets in Oregon, which in the flower segment has the highest price point, is the fastest growing, and carries the highest margins,” said Dustin Jessop, Halo’s CRO and Winberry’s Founder. “We plan to greatly expand this capacity from 200 to 500 flowering lights. This acquisition will increase our number-one wholesale footprint in Oregon, giving us the same-day delivery capability to a vast majority of the market. We plan to double our overall production capabilities as well as establish Oregon’s first cash and carry showroom. Once the first showroom is completed, we plan to do the same in Eugene, Bend, and Medford. We welcome Sid to the Halo family and look forward to working with him.”

Sid Gupta, Founder of Pistil Point, continued, “When I decided to focus on the East Coast recreational markets, Halo was the best choice to acquire our Oregon operations. Halo is a world-class organization and they have quickly established the largest footprint in Oregon. I am excited to be part of the Halo team. I look forward to working with Halo in Oregon and beyond.”

___________________________
¹	Based on data from BDSA (formerly BDS Analytics)
²	Calculated on a preliminary unaudited basis. See “Financial Outlook” and “Non-IFRS Measures”.
³	Calculated from Food Concepts, Decatur One LLC, Bradford Two LLC, and Bradford Three LLC consolidated financial statements as of December 31, 2020. These fiscal year-end statements were prepared on a preliminary unaudited basis. See “Financial Outlook”.
⁴	https://www.hoosierdata.in.gov/big_radius/radius.asp https://www.freemaptools.com/find-population.htm

Transaction Details

Upon closing of the FC Acquisition, ANM Inc., Halo’s wholly-owned subsidiary (“ANM”), will become the 100% owner of Food Concepts LLC, the master tenant of the Pistil Point facility, and the owner of the operating equipment and related tangible assets which it leases to the operating entities. At the time of closing the Acquisition, Food Concepts will have $1.3 million of available cash on its balance sheet. The consideration payable by Halo for the acquisition of Food Concepts LLC is $8.2 million, payable in 258,156,500 Halo common shares, with the number of shares determined using the closing price of the Halo common shares on the Neo Exchange Inc. (the “Exchange”) as of July 16, 2021 (the “Halo Deemed Share Price”).

Upon closing of the Pistil Point Acquisition, ANM, or newly formed wholly-owned subsidiaries of ANM, will acquire the OLCC licenses and related operating assets from the three entities doing business as Pistil Point: Decatur One LLC, Bradford Two LLC, and Bradford Three LLC (the “Pistil Point Entities”), but excluding the Pistil Point brand. The consideration payable by Halo for the acquisition of the assets from the Pistil Point Entities is $4.0 million, payable in 125,930,000 Halo common shares (the “Pistil Point Consideration Shares”), with the number of shares determined using Halo Deemed Share Price. In addition, Halo has also agreed to assume certain liabilities of the Pistil Point Entities, not to exceed $370 thousand. $1.0 million of the purchase price, 31,482,500 Halo common shares, will be issued in escrow to be released to the selling parties upon achievement of production milestones following the completion of the facility improvements described above. And another $1.0 million of purchase price, 31,482,500 Halo common shares, will also be held in escrow and held for one year to serve as a source for any potential indemnification claims against the selling parties. The closing of the Pistil Point Acquisition is subject to the satisfaction or waiver of customary closing conditions, including receipt of OLCC approval. The closing is expected to occur in early 2022 after obtaining all regulatory approvals.

CANM and the Pistil Point Entities have also entered into a Services Agreement and an Offtake Agreement. Under these agreements, from and after the closing of the FC Acquisition, ANM will assist with the day-to-day operations of the Pistil Point entities and will purchase 100% of Pistil Point’s products manufactured at the facility. In the event the definitive agreement for the Pistil Point Acquisition terminates other than as a result of a breach by the selling parties and provided the Services Agreement and Offtake Agreement continue in full force and effect, the selling parties will be entitled to a break fee equivalent to the Pistil Point Consideration Shares.

Two arms-length finders are also entitled to payment in Halo common shares in connection with the closings of the transactions. The first is entitled to 7.5% of the purchase price under each of the two transactions, or approximately 28.8 million Halo common shares. Approximately 19.4 million of such Halo common shares will be issued to this finder in connection with the closing of the FC Acquisition; and approximately 9.4 million of such Halo common shares are issuable to this finder upon the closing of the Pistil Point Acquisition.

A second arms-length finder is entitled to approximately 3.15 million Halo common shares, 50% of which will be issued by Halo in addition to the purchase price payable under the transactions, and 50% of which will be deducted from the purchase price payable to the sellers. Approximately 0.63 millon of such Halo common shares will be issued to this finder in connection with the closing of the FC Acquisition; approximately 2.52 million of such Halo common shares are issuable to this finder in connection with the closing of the Pistil Point Acquisition.

All of the Halo common shares to be issued in consideration for the Pistil Point Acquisition and to be issued to finders will be subject to a statutory hold period of four months and a day. In addition, all of the Halo common shares issuable to the sellers in consideration for the Pistil Point Acquisisiton and 31,482,500 of the Halo common shares issuable to such sellers in consideration for the FC Acquisition will bear a restrictive legend restricting their transfer, which will be removed from 5 million of such Halo common shares each calendar month following the closing of the FC Acquisition.

About Halo Collective Inc.

Halo is a leading, vertically integrated cannabis company that cultivates, extracts, manufactures, and distributes quality cannabis flower, oils, and concentrates, and has sold approximately eleven million grams of oils and concentrates since inception. The Company continues to expand its business and scale efficiently, partnering with trustworthy leaders in the industry who value Halo’s operational expertise in bringing top-tier products to market.

Halo currently operates in the United States in Oregon and California, Canada, Southern Africa in the Kingdom of Lesotho, and the United Kingdom. The Company sells cannabis products principally to dispensaries in the U.S. under its brands Hush, Mojave, and Exhale, and under license agreements with Papa’s Herb®, DNA Genetics, Terphogz, and FlowerShop*, a cannabis lifestyle and conceptual wellness brand that includes G-Eazy as a partner and key member.

As part of continued expansion and vertical integration in the U.S., Halo boasts several grow operations throughout Oregon and two planned in California. In Oregon, the Company has a combined 11 acres of owned and contracted outdoor and green house cultivation, including East Evans Creek, a six-acre grow site in Jackson County with four licenses owned and operated by Halo and two third-party licenses under contract to sell all of their product to Halo; Winberry Farms, a one-acre grow site located 30 miles outside of Eugene in Lane County with a license owned and operated by Halo; and William’s Wonder Farms, a three-acre grow site in Applegate Valley, under contract to sell all of its product to Halo pending the closing of Halo’s acquisition of its licenses and business assets. Halo has recently signed a Definitive Agreement to acquire Food Concepts. Food Concepts LLC is the master tenant of an approximately 55,000 sq.ft. indoor cannabis cultivation, processing, and wholesaling facility in Portland, Oregon operated by the Pistil Point entities.

In California, the Company is building out Ukiah Ventures, a planned 30,000 sq. ft. indoor cannabis grow and processing facility, which will include up to an additional five acres of industrial land to expand the site. Recently, Halo partnered with Green Matter Holding in California to purchase a property in Lake County, developing up to 63 acres of cultivation, comprising one of the largest licensed single site grows in California. Halo also plans to expand its operations in California by opening three dispensaries in North Hollywood, Hollywood, and Westwood, one of which may serve as the first FlowerShop* branded dispensary.

In Canada, Halo acquired three KushBar retail cannabis stores located in Alberta as a first in its planned entry into the Canadian market, leveraging its Oregon and California brands. With the KushBar retail stores as a foundation, the Company plans to expand its foothold in Canada.

Halo has also acquired a range of software development assets, including CannPOS, Cannalift, and, more recently, CannaFeels. In addition, Halo owns the discrete sublingual dosing technology, Accudab. The Company intends to spin-off these assets and its intellectual property and patent applications into its subsidiary Halo Tek Inc. and expects to complete a distribution to shareholders on a record date to be determined by Halo.

Halo has recently announced its intention to reorganize its non-U.S. operations into a newly formed entity called Akanda Corp., whose mission will be to provide high-quality and ethically sourced medical cannabis products to patients worldwide. Akanda will seek to deliver on this promise while driving positive change in wellness, empowering individuals in Lesotho, and uplifting the quality of the lives of employees and the local communities where it operates, all while limiting its carbon footprint. Akanda will combine the scaled production capabilities of Bophelo Bioscience & Wellness Pty. Ltd., Halo’s Lesotho-based cultivation and processing campus located in the world’s first Special Economic Zone (SEZ) containing a cannabis cultivation operation, with distribution and route-to-market efficiency of Canmart Ltd., Halo’s UK-based fully approved pharmaceutical importer, and distributor that supplies pharmacies and clinics within the U.K. With a potential maximum licensed canopy area of 200 hectares (495 acres), Bophelo has scalability that is arguably unmatched in the world today.

For further information regarding Halo, see Halo’s disclosure documents on SEDAR at www.sedar.com

Connect with Halo Collective: Email | Website | LinkedIn | Twitter | Instagram

About Pistil Point

Pistil Point is a premium cannabis brand with operations in California and Oregon. As a premium craft cannabis producer and extractor, Pistil Point operates one of the largest indoor cannabis facilities in the Pacific Northwest. Pistil Point Farms sources its genetics from the leading breeders of the world and also locally sources cultivars and phenotypes. Pistil Point Farms feature over 20,000 sq. feet. of state-of-the-art cultivation space and has a vast library of unique indicas, sativas, hybrids and CBD strains.

The farm is operated by a gifted grow team that brings decades of excellent experience while Pistil Point management brings seasoned business professionals from the worlds of cannabis, entertainment, law, engineering and medicine. Pistil Point is an active supporter of medical cannabis programs on an international level and has helped secure licensing within the United States in Oregon, California, Ohio, Pennsylvania and internationally in Columbia for cannabis operations and events.

Pistil Point has produced and brought to market dozens of strains of premium craft cannabis, fractional distillate, bubble hash, pre-rolled joints and butane hash oil as well as exclusive lines of pre-packaged cannabis flower, pre rolls, and concentrates to the Oregon market.

Cautionary Note Regarding Forward-Looking Information and Statements

This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only Halo’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Halo’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. Forward-looking information may relate to anticipated events or results including, but not limited to Halo’s future plans regarding its operations in Oregon and the expected benefits to be derived therefrom, management’s expectations regarding the financial performance of the operations to be acquired, Halo’s expectations regarding the expansion of processing, production and distribution operations and the financial performance thereof, the closing of the FC Acquisition and the Pistil Point Acquisition, the expected size and capabilities of the final facility planned at Ukiah Ventures, the size of Halo’s planned cultivation facility in Northern California, the ability of Bophelo and Canmart to serve the U.K. market, the proposed spin-off with Halo Tek Inc. and Halo’s proposed plans to re-organize its non-U.S. operations via Akanda Corp.

By identifying such information and statements in this manner, Halo is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, Halo has made certain assumptions. Although Halo believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. Among others, the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the inability of management to successfully integrate the operations of the acquired businesses, changes in the consumer market for cannabis products, changes in the expected outcomes of the proposed changes to Halo’s operations, delays in obtaining required licenses or approvals necessary for the build-out of Oregon operations, the proposed spin-out with Halo Tek Inc. or the proposed re-organization with Akanda Corp., delays or unforeseen costs incurred in connection with construction, the ability of competitors to scale operations in Northern California, delays or unforeseen difficulties in connection with the cultivation and harvest of Halo’s raw material, changes in general economic, business and political conditions, including changes in the financial markets; and the other risks disclosed in the Company’s annual information form dated March 31, 2021 and other disclosure documents available on the Company’s profile at www.sedar.com. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and Halo does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to Halo or persons acting on its behalf is expressly qualified in its entirety by this notice.

Non-IFRS Measures

EBITDA is non-IFRS financial measure that the Company uses to assess operating performance. EBITDA is defined as net earnings (loss) before net finance costs, income tax expense (benefit) and depreciation and amortization expense. This data is furnished to provide additional information and is a non-IFRS measure and does not have any standardized meaning prescribed by IFRS. The Company uses this non-IFRS measures to provide shareholders and others with supplemental measures of its operating performance. The Company also believes that securities analysts, investors and other interested parties, frequently use this non-IFRS measure in the evaluation of companies, many of which present similar metrics when reporting their results. As other companies may calculate this non-IFRS measure differently than the Company, this metrics may not be comparable to similarly titled measures reported by other companies.

Financial Outlook

This press release contains a financial outlook within the meaning of applicable Canadian securities laws. The financial outlook has been reviewed and prepared by management of the Company to provide an outlook for the sales and EBITDA of the Pistil Point Entities in Oregon during the months of April, May and June 2021 and may not be appropriate for any other purpose. The financial outlook has been prepared based on a number of assumptions including the assumptions discussed under the heading “Cautionary Note Regarding Forward-Looking Information and Statements” above and assumptions with respect to market conditions, pricing, and demand. The actual results of operations for any period will likely vary from the amounts set forth in these projections and such variations may be material. The Company and its management believe that the financial outlook has been prepared on a reasonable basis. However, because this information is highly subjective and subject to numerous risks, including the risks discussed under the heading “Cautionary Note Regarding Forward-Looking Information and Statements” above, it should not be relied on as necessarily indicative of future results.

Third Party Information

This press release includes market and industry data that has been obtained from third party sources, including industry publications. The Company believes that the industry data is accurate and that its estimates and assumptions are reasonable, but there is no assurance as to the accuracy or completeness of this data. Third party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance as to the accuracy or completeness of included information. Although the data is believed to be reliable, the Company has not independently verified any of the data from third party sources referred to in this press release or ascertained the underlying economic assumptions relied upon by such sources.

Non-Solicitation

This press release shall not constitute an offer to sell nor the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

SOURCE Halo Collective Inc.

For further information: Halo Collective: Investor Relations, [email protected], www.haloco.com/investors; For additional information please contact Philip van den Berg, Chief Financial Officer of the Corporation at (541) 646-5694 or [email protected]

Next Green Wave Commences Construction

MJ Shareholders — Wed, 23 Jun 2021 22:53:38 +0000

Ryan Allway

June 23rd, 2021

Vancouver, British Columbia–(Newsfile Corp. – June 23, 2021) – Next Green Wave Holdings Inc. (CSE: NGW) (OTCQX: NXGWF) (“Next Green Wave”, “NGW” or the “Company”), a premium seed-to-shelf craft cannabis producer, is pleased to announce the following operational update:

Construction Commences

The Company has received approval from the City of Coalinga (the “City”) to start the civil work (the “Work”) relating to its approx. 62,000 sq. ft. (previously announced as 50,000 sq. ft.) premium indoor cultivation facility (“Facility B”). As a result, the Work has now commenced and Facility B construction has begun.

Earlier this month, the engineering and architectural designs (the “Facility Plans”) were submitted to the City, and as a result, the Company is expecting its building permit by Early July 2021.

Facility B construction site

o view an enhanced version of this graphic, please visit:
https://orders.newsfilecorp.com/files/6127/88352_0942349e64daf90b_002full.jpg

The updated construction timeline for Facility B is as follows:

Engineering and architectural designs submitted to the City in June 2021.
Construction commenced in June 2021 (complete and ahead of schedule).
Building permit obtained in early July 2021.
Certificate of Occupancy obtained in March 2022.

“Over the last few months, the Company has redesigned and enhanced the original plan for Facility B. NGW has been able to use two years of operational data from the current facility (“Facility A”) to design several operational efficiencies in Facility B. The new total square footage will be enlarged from 50,000 sq. ft to just over 62,000 sq. ft. The Facility B layout will allow for more harvests per year, lower labor cost, and, most importantly, higher quality finished flower. Furthermore, the updated Facility B design will allow NGW to move select Facility A operations to Facility B and increase Facility A’s overall efficiency as well. This is just the beginning!”

Michael Jennings

Chief Executive Officer, Director
Next Green Wave Holdings Inc.

About Next Green Wave

Next Green Wave is a fully integrated premium seed-to-shelf craft cannabis producer offering products through its in-house brand portfolio and wholesale flower for other large cannabis manufacturers. The Company owns and operates a 35,000 sq. ft. indoor facility in Coalinga, CA, which is home to our nursery, cultivation, distribution, and future extraction business. NGW has an exclusive seed library consisting of 120 cannabis strains and hybrids ⁠- including award-winning cultivars – and is producing high-quality tissue culture plantlets through its proprietary cloning technology with biotech leader Precigen. Marketing, product design, and formulation are produced in-house; please follow along at www.nextgreenwave.com or on Twitter, Instagram, or LinkedIn.

For more information regarding Next Green Wave, please contact:

Matthew Jewell
CFO
Tel: +1 (604) 684-6844
[email protected]

Neither Canadian Securities Exchange (the “CSE”) nor its Regulation Services Providers (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

*All financial information is provided in U.S. dollars and is unaudited and is subject to change. Any preliminary unaudited long-term financial projections provided herein have not been prepared in accordance with IFRS. Management uses non-IFRS financial measures, in addition to IFRS financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes and to evaluate the Company’s financial performance. One example of a non-IFRS financial measure is Adjusted EBITDA, which has limitations as an analytical tool as it excludes from net income as reported, interest, tax, depreciation, other income and expenses, non-cash grow costs expensed for biological assets and unsold inventory, ‎and the non-cash fair value effects of accounting for biological assets and inventories. Management believes that these non-IFRS financial measures reflect the Company’s ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business, as they facilitate comparing financial results across accounting periods and to those of peer companies. Management also believes that these non-IFRS financial measures enable investors to evaluate the Company’s operating results and future prospects in the same manner as management. These non-IFRS financial measures may also exclude expenses and gains that may be unusual in nature, non-cash, infrequent or not reflective of the Company’s ongoing operating results. As there are no standardized methods of calculating these non-IFRS measures, the Company’s methods may differ from those used by others, and accordingly, the use of these measures may not be directly comparable to similarly titled measures used by others. Accordingly, Non-IFRS financial measures should not be considered superior to, as a substitute for or as an alternative to, and should only be considered in conjunction with IFRS financial Measures.

Next Green Wave Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, are “forward-looking statements” and such forward-looking statements and forward-looking information represent only NGW’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of NGW’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts” “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein may include, but are not limited to, the Company’s expectations for long-term (YE 2020, YE 2021 and YE 2022) revenue and adjusted EBITDA profitability, the ability of the Company to successfully achieve business objectives (including completion of construction and increasing production capacity), and expectations for other economic, business, and/or competitive factors. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects NGW’s current beliefs and is based on information currently available to NGW and on assumptions NGW believes are reasonable.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, among others: dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing state, local or other licenses and any inability to obtain all necessary governmental approvals licenses and permits to complete construction of its proposed facilities in a timely manner; engaging in activities which currently are illegal under US federal law and the uncertainty of existing protection from U.S. federal or other prosecution; regulatory or political change such as changes in applicable laws and regulations, including U.S. state-law legalization, particularly in California, due to inconsistent public opinion, perception of the medical-use and adult-use marijuana industry, bureaucratic delays or inefficiencies or any other reasons; any other factors or developments which may hinder market growth; NGW’s limited operating history and lack of historical profits; reliance on management; NGW’s requirements for additional financing, and the effect of capital market conditions and other factors on capital availability, competition, including from more established or better financed competitors; the need to secure and maintain corporate alliances and partnerships, including with customers and suppliers; and risks and delays resulting from the COVID-19 pandemic. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. Although NGW has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. NGW has no obligation to update any forward-looking statement, even if new information becomes available as a result of future events, new information or for any other reason 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.

Village Farms International to Participate in the Cantor Fitzgerald Virtual Canadian LPs Cannabis Forum: Fireside Chat to be Webcast June 14 at 11:00 a.m. ET

MJ Shareholders — Fri, 11 Jun 2021 23:03:45 +0000

Ryan Allway

June 11th, 2021

VANCOUVER, BC, June 11, 2021 /CNW/ – Village Farms International, Inc. (“Village Farms” or the “Company”) (NASDAQ: VFF) (TSX: VFF) today announced that Michael DeGiglio, Chief Executive Officer will participate in a virtual “fireside chat” at the Cantor Fitzgerald Canadian LPs Cannabis Forum on Monday, June 14, 2021, at 11:00 a.m. ET.

A live webcast of the presentation will be available to the public on Village Farms’ website (www.villagefarms.com) in the Investors section, or directly here: https://bit.ly/3cxPpbC. The webcast presentation will be archived and available for 90 days on the Company’s website.

About Village Farms International, Inc.

Village Farms is one of the largest and longest-operating greenhouse growers in North America. The Company leverages decades of experience in large-scale, low-cost intensive agriculture as a vertically integrated produce supplier to pursue high-value, high-growth plant-based Consumer Packaged Goods opportunities in cannabis and CBD in North America and select markets internationally.

The Company’s wholly owned Canadian subsidiary, British-Columbia-based Pure Sunfarms is currently one of the single largest cannabis operations in the world, one of the lowest-cost greenhouse producers and one of the best-selling brands in Canada.

In the U.S., subject to compliance with all applicable U.S. federal and state laws, Village Farms is pursuing a strategy to become a leading developer and supplier of branded and white-labeled CBD products targeting major retailers and consumer packaged goods companies. Village Farms has one of the largest greenhouse operations in the country and is strategically positioned to utilize its agricultural experience and Pure Sunfarms’ operational and product expertise, to pursue potential high-THC cannabis opportunities when legally permitted to do so.

Internationally, Village Farms evaluates and targets select, nascent, legal cannabis and CBD opportunities with significant long-term potential, with an initial focus on the Asia-Pacific region through its investment in Australia-based Altum International.

Cautionary Statement Regarding Forward-Looking Information

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is subject to the safe harbor created by those sections. This press release also contains “forward-looking information” within the meaning of applicable Canadian securities law.

We refer to such forward-looking statements and forward-looking information collectively as “forward-looking statements”. Forward-looking statements may relate to the Company’s future outlook or financial position and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, expansion plans, litigation, projected production, projected costs, capital expenditures, financial results, taxes, plans and objectives of or involving the Company. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the Company, the greenhouse vegetable industry or the cannabis industry are forward-looking statements. In some cases, forward-looking information can be identified by such terms as “outlook”, “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “try”, “estimate”, “predict”, “potential”, “continue”, “likely”, “schedule”, “objectives”, or the negative or grammatical variation thereof or other similar expressions concerning matters that are not historical facts.

The forward-looking statements in this press release are subject to risks that may include, but are not limited to our ability to continue our greenhouse growing operations at current scale, cost and our ability related to continue to be a vertically integrated produce supplier and legal, financial and regulatory risks related to pursuing high-value, high growth plant-based Consumer Packaged Goods opportunities in cannabis and CBD in North America and select markets internationally, our ability to maintain low costs and market-leading position in Canada. Our strategy to pursue a leading position as a developer and supplier of branded and white-labeled CBD products targeting major retailers and consumer packaged goods companies and the pursuit of potential high-THC cannabis opportunities are subject to risks associated with the legal status of the cannabis business; risks relating to obtaining additional financing, including our dependence upon credit facilities; potential difficulties in achieving and/or maintaining profitability; variability of product pricing; risks inherent in the cannabis, hemp and agricultural businesses, existing and new governmental regulations, regulatory compliance and licenses and changes in our regulatory requirements; risks related to rules and regulations at the U.S. federal (Food and Drug Administration and United States Department of Agriculture), state and municipal levels with respect to produce and hemp; retail consolidation, technological advances and other forms of competition; transportation disruptions; product liability and other potential litigation; retention of key executives; labor issues; uninsured and underinsured losses; vulnerability to rising energy costs; environmental, health and safety risks, foreign exchange exposure, risks associated with cross-border trade; difficulties in managing our growth; restrictive covenants under our credit facilities; natural catastrophes; the ongoing and developing COVID-19 pandemic; and tax risks.

The Company has based these forward-looking statements on factors and assumptions about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. Although the forward-looking statements contained in this press release are based upon assumptions that management believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the Company’s control, that may cause the Company’s or the industry’s actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the factors contained in the Company’s filings with securities regulators, including this press release. In particular, we caution you that our forward-looking statements are subject to the ongoing and developing circumstances related to the COVID-19 pandemic, which may have a material adverse effect on our business, operations and future financial results.

When relying on forward-looking statements to make decisions, the Company cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future results, performance, achievements, prospects and opportunities. The forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this press release. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

SOURCE Village Farms International, Inc.

For further information: Lawrence Chamberlain, Investor Relations, LodeRock Advisors, (416) 519-4196, [email protected]

About Ryan Allway

Cannabis Growth Operator, Schwazze, Announces Agreement to Acquire Southern Colorado Growers

MJ Shareholders — Tue, 01 Jun 2021 15:18:44 +0000

Ryan Allway

June 1st, 2021

Acquisition will substantially increase Schwazze’s vertical integration and cultivation capabilities; provide major boost to wholesale supply of distillate to Colorado CPG manufacturers

OTCQX: SHWZ

DENVER, Colo., June 1, 2021 /CNW/ – Schwazze, (OTCQX: SHWZ) (“Schwazze” or the “Company”), announced signed definitive documents to acquire the assets of Southern Colorado Growers (“SCG”) in Huerfano County, Colorado. The proposed transaction includes 34 acres of land with outdoor cultivation capacity, as well as indoor, greenhouse, and hoop house cultivation facilities and equipment. This planned purchase continues Schwazze’s expansion in Colorado and, is the company’s first major move into cultivation, which will provide high-end, premium cannabis directly to its Star Buds dispensaries and significant production of biomass for its PurpleBee’s extraction and manufacturing facility. PurpleBee’s is Colorado’s largest supplier of wholesale distillate for the CPG market, providing quality distillate to leading vaporizer, concentrates and edibles companies.

The consideration for the proposed acquisition is $6.8 million for the business and $4.5 million for the real estate and farm assets. Total consideration of $11.3 million will be paid as $5.9 million of cash at closing and $5.4 million in Schwazze common stock at closing.

After closing, Schwazze has major expansion plans for SCG which includes the buildout of additional hoop house facilities over the next four quarters. SCG produces premium flower with approximately 30 strains and has won multiple Connoisseur Cup awards for select strains in 2020.

“This is just the beginning of our foray into the cannabis cultivation space. We believe our partnership with a premier cannabis cultivator such as SCG will provide our customers with premium quality flower in all of our 17 Star Buds Colorado locations. In addition, this acquisition will dramatically increase our capability to produce a significant amount of biomass for our Purplebee’s MIP which, in turn, benefits the entire cannabis industry throughout the state. As a result of this net add to our vertical integration, the acquisition of SCG is expected to provide a healthy positive margin impact for Schwazze,” said Justin Dye, Schwazze’s CEO.

The acquisition is expected to close in Q3 2021, subject to closing conditions and covenants customary for this type of transaction, including, without limitation, obtaining MED and local licensing approval.

About Schwazze

Schwazze (OTCQX: SHWZ) is building the premier vertically integrated cannabis company in Colorado and plans to take its operating system to other states where it can develop a differentiated 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, and (xi) the uncertainty in the application of federal, state and local laws to our business, and any changes in such laws. 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.

SOURCE Medicine Man Technologies, Inc.

For further information: Investors: Joanne Jobin, Investor Relations, [email protected], 647 964 0292; Media: Julie Suntrup, Schwazze, Vice President | Marketing & Merchandising, [email protected], 303 371 0387

About Ryan Allway

SpeakEasy Reports Earnings for it’s First Quarter of Sales and Releases Quarter Two Financial Results

MJ Shareholders — Thu, 08 Apr 2021 14:42:49 +0000

Ryan Allway

April 8th, 2021

ROCK CREEK, BC, April 8, 2021 /CNW/ – SpeakEasy Cannabis Club Ltd. (CSE: EASY) (Frankfurt: 39H) (the “Company” or “SpeakEasy“) a holder of a federal licence to cultivate, process and sell cannabis under the Cannabis Act. is pleased to announce that it has reported initial sales and net earnings from the sale of its indoor grow operations and provides corporate update. The information in this release should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and associated management discussion and analysis (“MD&A“) for the interim period ended January 31, 2021 which are available of the Company’s website at www.speakeasygrowers.com and under the Company’s profile on SEDAR at www.sedar.com.

“We are incredibly pleased to report our earnings for Q2 2021, marking this the first quarter of reported revenues and positive earnings. This achievement is particularly satisfying given the challenging environment for many cannabis companies and the uncertainty in the current markets“, stated Malcolm Davidson, CEO. “It is an absolute privilege to be part of team that has worked relentlessly around the clock to bring these remarkable results to our shareholders and to their fellow team members. The transition to sales has come with its fair share of challenges however we did it by demonstrating profitable and reliable operations. Our goal will be to continue to grow and expand our operations while achieving an increase in efficiencies which will lead to profitability and create value for our shareholders“.

Q2 2021 Financial Highlights

Revenue from the sale of flower $723,740
Gross profit before fair value adjustments $643,446
Operating expenses $1,867,804 – a decrease of 11% over the comparative quarter
Total of 205,882 grams sold
Earnings per share of $0.01
Inventory of $14,878,555
Working capital of $11,793,658
Total assets of $35,620,328
Total liabilities of $7,689,481

Q3 2021 Outlook

Indoor flower production is expected to increase by 33% starting in April 2021
First deliveries of concentrates expected first week of April 2021
Pre-roll production ramps up to fulfill supply orders
Cloning for this year’s outdoor crop is now in full swing in the new facility

Founder, Marc Geen states, “In a year that will be filled with firsts and milestones achieved, this is a particularly important one for the Company and all of our shareholders. Working for as long as we have been to build the infrastructure and get producing, finally showing the fruits of our labor is incredibly satisfying. Becoming self-sufficient and profitable is one of our short-term goals and something we are all eager to prove what we can accomplish. Thank you to all of our incredible shareholders and congratulations to us all.”

Other Corporate Announcements

Change in Auditor

The Company also announces that the board of directors of the Company has appointed Manning Elliott LLP (the “Successor Auditor“) as the Company’s new auditor, replacing Davidson & Company LLP (the “Former Auditor“). At the request of the Company, the Former Auditor resigned as the auditor of the Company effective March 19, 2021 and the board of directors of the Company appointed the Successor Auditor as the Company’s auditor effective March 19, 2021.

In accordance with National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102“), the notice of change of auditor, together with the required letters from the Former Auditor and the Successor Auditor, have been reviewed by the board of directors of the Company and filed on SEDAR. There were no “reportable events” as such term is defined in NI 51-102 between the Company and the Former Auditor.

Warrants

On February 16, 2021, the Company announced the extension of the expiry date for certain of its Share purchase warrants issued pursuant to private placements that closed on each of March 8, 2019 (the “March 2019 Warrants“) and April 24, 2019 and April 25, 2019 (collectively, the “April 2019 Warrants“). The Company wishes to rectify such disclosure and confirm that the terms of the March 2019 Warrants and April 2019 Warrants have not been amended and that all such warrants have now expired in accordance with their original terms.

Passing of Advisor to Board

The Company is saddened by the sudden passing of Ian Waddell Q.C. Ian recently joined our team as a strategic advisor to the board.

Mr. Waddell held a Master of Laws degree from the London School of Economics (UK) and practiced as both a Crown Attorney and Defence Counsel. As the Director of the Storefront Lawyers (VCLAS), he litigated the first class action suit in Canadian law history. In 2013, he was appointed Queen’s Counsel (Q.C.) by the Attorney General of British Columbia. He served as a Member of the Canadian Parliament for over 14 years, first representing the Vancouver Kingsway riding then Port Moody–Coquitlam. Later, he was elected to the British Columbia Legislature where he served as: Minister of Tourism, Culture & Small Business; Minister of Environment, Lands & Parks; and Minister on Intergovernmental Affairs. As minister, he started the successful 2010 Winter Olympic bid and grew BC Film into a billion dollar industry. As Special Counsel to the Royal (Berger) Commission of the Mackenzie Valley Pipeline, he gained extensive knowledge and valuable insights into Aboriginal and energy issues whereby his experience and expertise was instrumental in drafting sections of the repatriated Canadian constitution regarding Aboriginal rights (Section 35).

It was a pleasure to have Ian on the team we will certainly miss his colorful stories and his passion for politics and adventure.

About SpeakEasy Cannabis Club Ltd.

SpeakEasy Cannabis Club Ltd. holds a cultivation, processing and sales licence issued by Health Canada under the Cannabis Act. SpeakEasy owns 290 acres of land in Rock Creek, British Columbia, and leverages five generations of farming experience in B.C. as well as its favourable location to grow and process high-quality cannabis products at low cost. SpeakEasy cultivates small batch, high quality craft cannabis at scale in a portion of its 63,200 square foot indoor cannabis complex and has completed its harvest of its 60-acre outdoor field. Total yearly production of cannabis flower and biomass is projected to be in excess of 70,000 kilograms per year once in full production.

On behalf of the Board of the Directors

Forward Looking Statements

This news release contains statements that constitute “forward-looking statements.” Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause SpeakEasy’s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur.

Forward-looking statements in this document include statements concerning SpeakEasy’s expectations concerning its expected increase in indoor flower production and the timing thereof; its expected timing for first deliveries of concentrates; its expectation that pre-roll production will commence to fulfill supply orders; and its intent to produce and sell high quality craft cannabis at scale, and all other statements that are not statements of historical fact.

Although SpeakEasy believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by their nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements.

Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with general economic conditions; COVID-19, adverse industry events; future legislative and regulatory developments involving cannabis; the Company’s ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; the cannabis and hemp industries and markets in Canada and generally; the demand for CBD distillate, cannabis and cannabis related products, the ability of SpeakEasy to implement its business strategies; competition; the ability of SpeakEasy to obtain and retain all applicable licences under the Cannabis Act and other assumptions, risks and uncertainties.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

The Canadian Securities Exchange has not approved nor disapproved the contents of this news release.

About Ryan Allway

Vext Enters into Agreements to Purchase Additional Cultivation Facility and Acquire Existing Operated Cultivation Facilities

MJ Shareholders — Wed, 07 Apr 2021 14:21:14 +0000

Ryan Allway

April 7th, 2021

Signs agreement to acquire 72,000 square foot industrial facility (~34,000 square feet of future canopy) located in Eloy, Arizona.
Enters into separate agreements to acquire existing operated indoor cultivation facilities in Phoenix and Prescott Valley.
Once the Eloy facility is operational, Vext will have total indoor capacity of ~58,000 square feet under canopy and 10 acres of outdoor capacity, to support growth in Arizona.

All figures are in U.S. dollars ($) unless otherwise specified

VANCOUVER, BC, April 7, 2021 /CNW/ – Vext Science, Inc. (“Vext” or the “Company”) (CSE: VEXT) (OTCQX: VEXTF) a cannabinoid brand leader based in Arizona, leveraging its core expertise in extraction, manufacturing, cultivation and marketing to build a profitable multi-state footprint, announced today that it has entered into three separate purchase and sale agreements to acquire: (i) a vacant industrial facility located in Eloy, Arizona; (ii) the Company’s operated indoor cultivation facility in Phoenix; (iii) and the Company’s operated indoor cultivation facility in Prescott Valley (collectively, the “Transactions”). Vext will pay approximately $6.55 million in aggregate cash consideration upon the closing of the Transactions, representing the outright purchase of the Eloy facility, and deposits on the Phoenix and Prescott Valley facilities. The Company expects to enter into vendor financing arrangements for the balance of the Phoenix and Prescott Valley facilities.

“Arizona represents one of the most exciting growth opportunities in the U.S. cannabis market today, and by adding wholly-owned cultivation capacity, we are ensuring that Vext is positioned to maximize its share of this growth through both retail and wholesale channels,” said Eric Offenberger, CEO of Vext. “With the move to adult-use legalization in January and recent expansion announcements in other industries such as semiconductor production, we expect it to become increasingly challenging to find suitable cultivation locations within proximity to key population centers. By owning and expanding our cultivation capacity, we ensure stability of supply and solid margins both for the production of our award-winning Vapen brand, and our operated dispensaries. The Transactions offer us the flexibility to sell high-quality production into the wholesale market in the short term to generate additional cash flow, while looking to accretively add to our Arizona retail footprint.”

Agreement to Purchase Eloy Cultivation Facility

Vext has entered into an agreement to purchase a 72,000 square foot indoor cultivation facility in Eloy, Arizona (the “Eloy Agreement”), which is located approximately an hour from Phoenix. The Company will pay 100% cash ($4.3 million) for outright ownership of the facility, which is currently vacant. Vext expects to build the facility out to approximately 34,000 square feet under canopy within nine months of acquiring the facility. The Eloy facility also includes ample land for future expansion.

The Eloy Agreement is expected to close in June 2021, subject to certain standard closing conditions along with Vext’s completion of due diligence and zoning requirements acceptable to Vext in Vext’s sole discretion.

Agreement to Purchase Phoenix Cultivation Facility

Vext currently operates an indoor cultivation facility in Phoenix, with approximately 11,000 square feet under canopy and is currently in the process of expanding the footprint to 13,000 square feet under canopy (complete by Q4-2021). The Company has entered into an agreement with the existing owner for an outright purchase of the facility for a price of $3.1 million. The Company will pay $1 million in cash to the vendor on closing, and the vendor will provide a five-year, 8.5% interest mortgage to Vext secured by the facility, with a 20-year amortization schedule. Vext is permitted to pay the entire mortgage, or part of the mortgage, without payment penalty at any time or from time to time.

The agreement is expected to close in April 2021, subject to certain standard closing conditions.

Agreement to Purchase Prescott Valley Cultivation Facility

Vext currently operates an indoor cultivation facility in Prescott Valley, with approximately 9,000 square feet under canopy and is currently in the process of expanding the footprint to 11,000 square feet under canopy (complete by Q1-2022). The Company has entered into an agreement with the existing owner for an outright purchase of the facility along with the approximately 10 acres of outdoor growing area currently operated by Vext, for a price of $3.95 million. The Company will pay $1.15 million in cash to the vendor on closing. The vendor will provide five-year, 12.0% interest-only mortgage to Vext secured by the facility. The Company will begin making annual principal payments of $0.25 million to the vendor, beginning in 2022. Vext is permitted to pay the entire mortgage, or part of the mortgage, without payment penalty at any time or from time to time.

The agreement is expected to close in June 2021, subject to certain standard closing conditions.

About Vext Science, Inc.

Vext Science, Inc. is a US-based Cannabis THC and Hemp cannabinoid products company manufacturing THC cartridges, concentrates, edibles and accessories under the Vapen Brand, and Hemp based products under the Pure Touch Botanicals brand as well as the Vapen CBD brand. Based in Arizona, Vext Science, Inc. has one of the leading THC concentrates, edibles, and distillate cartridge brands sold in most of the state’s 100+ dispensaries. Herbal Wellness Center is one of Arizona’s leading dispensaries and we execute all aspects of the cultivation, extraction, edibles infusion and manufacturing processes which insures a product of the highest quality and purity. Product quality and purity are core to our marketing strategy. Vext Science, Inc. is executing its business growth by leveraging experience and expertise in extractions, product manufacturing, and marketing to expand in the U.S. and internationally through revenue and profit-sharing joint venture partnerships. For more information visit our website at www.VextScience.com.

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

COVID-19 Risk Factor

Vext may be impacted by business interruptions resulting from pandemics and public health emergencies, including those related to COVID-19. An outbreak of infectious disease, a pandemic, or a similar public health threat, such as the recent outbreak of COVID-19, or a fear of any of the foregoing, could adversely impact Vext by causing operating, manufacturing, supply chain, and project development delays and disruptions, labor shortages, travel, and shipping disruption and shutdowns (including as a result of government regulation and prevention measures). It is unknown whether and how Vext may be affected if such a pandemic persists for an extended period of time, including as a result of the waiver of regulatory requirements or the implementation of emergency regulations to which Vext is subject. Although Vext has been deemed essential and/or has been permitted to continue operating its facilities in the states in which it operates during the pendency of the COVID-19 pandemic, there is no assurance that the Company’s operations will continue to be deemed essential and/or will continue to be permitted to operate. Vext may incur expenses or delays relating to such events outside of its control, which could have a material adverse impact on its business, operating results, financial condition and the trading price of the Company’s Common Shares.

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 COVID-19, to future developments and the business and operations of Vext, the proposed operational timeline for the joint venture with Texoma and the Processing Facility, and revenue and profit contribution for Vext’s operations.

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: due diligence and zoning for the Eloy Agreement, the expected timing for closing each of the agreements contemplated in the Transactions, the timeline to build-out the Eloy cultivation facility, 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

SOURCE VEXT Science, Inc.

For further information: Jonathan Ross, Vext Investor Relations, [email protected], 416-244-9851

About Ryan Allway

Is Sustainable Cannabis Farming Possible?

MJ Shareholders — Mon, 20 May 2019 17:25:51 +0000

indoor cultivation – MJ Shareholders

Halo Collective Executes Definitive Agreements to Acquire Pistil Point Indoor Facility and Related Licenses in Oregon

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Village Farms International to Participate in the Cantor Fitzgerald Virtual Canadian LPs Cannabis Forum: Fireside Chat to be Webcast June 14 at 11:00 a.m. ET

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Cannabis Growth Operator, Schwazze, Announces Agreement to Acquire Southern Colorado Growers

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Vext Enters into Agreements to Purchase Additional Cultivation Facility and Acquire Existing Operated Cultivation Facilities

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