EX-99.1
8
medman_ex9901.htm
PRESS RELEASE
Exhibit 99.1
NEWS RELEASE
For Immediate Release
OTCQX: SHWZ
SCHWAZZE
CLOSES ACQUISITION OF EMERALD FIELDS
Schwazze Continues Colorado Expansion Strategy
with
Emerald Fields Cannaboutique Dispensaries in
Manitou Springs & Glendale, CO
DENVER,
CO - February 10, 2022 - Schwazze, (OTCQX:SHWZ) ("Schwazze"
or the
"Company"),
announced today
that it has closed the transaction to acquire MCG, LLC
("Emerald Fields")
. Emerald Fields is the owner and operator
of two retail cannabis dispensaries, located in Manitou Springs and Glendale, Colorado. This successful acquisition is part of the Company's
ongoing retail expansion plan in Colorado and New Mexico, bringing the total number of dispensaries the Company operates to 32.
Total consideration for the acquisition is $29
million and will be paid as 60% cash and 40% Schwazze common stock upon closing. This is an estimated 3.8 multiple on 2021 Adjusted EBITDA
(1).
"Our team is delighted to add the Emerald Fields
Cannaboutiques to our growing portfolio of dispensaries and are eager to welcome the team to Schwazze. Manitou Springs and Glendale
are attractive locations and valuable assets to our overall growth plan as we continue to build out Colorado. Our team is excited
to add another store brand to our house of brands".
said Justin Dye, Schwazze's CEO.
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.
1
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, (x) 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 (x) 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.
(1)
Adjusted
EBITDA represents income (loss) from operations, as reported, before tax, adjusted to exclude non-recurring items, other non-cash items,
including stock-based compensation expense, depreciation, and amortization, and further adjusted to remove acquisition related costs,
and other one-time expenses, such as severance. The Company uses adjusted EBITDA as it believes it better explains the results of its
core business. The Company has not reconciled guidance for adjusted EBITDA to the corresponding GAAP financial measure because it cannot
provide guidance for the various reconciling items. The Company is unable to provide guidance for these reconciling items because it cannot
determine their probable significance, as certain items are outside of its control and cannot be reasonably predicted. Accordingly, a
reconciliation to the corresponding GAAP financial measure is not available without unreasonable effort.
Investors
Joanne Jobin
Investor Relations
Joanne.jobin@schwazze.com
647 964 0292
Media
Julie Suntrup, Schwazze
Vice President | Marketing & Merchandising
julie.suntrup@schwazze.com
303 371 0387
2

EX - 99 . 1 8 medman _ ex9901 . htm PRESS RELEASE Exhibit 99 . 1 NEWS RELEASE For Immediate Release OTCQX : SHWZ SCHWAZZE CLOSES ACQUISITION OF EMERALD FIELDS Schwazze Continues Colorado Expansion Strategy with Emerald Fields Cannaboutique Dispensaries in Manitou Springs & Glendale , CO DENVER , CO - February 10 , 2022 - Schwazze , ( OTCQX : SHWZ ) ( " Schwazze " or the " Company " ) , announced today that it has closed the transaction to acquire MCG , LLC ( " Emerald Fields " ) . Emerald Fields is the owner and operator of two retail cannabis dispensaries , located in Manitou Springs and Glendale , Colorado . This successful acquisition is part of the Company 's ongoing retail expansion plan in Colorado and New Mexico , bringing the total number of dispensaries the Company operates to 32 . Total consideration for the acquisition is $ 29 million and will be paid as 60 % cash and 40 % Schwazze common stock upon closing . This is an estimated 3 . 8 multiple on 2021 Adjusted EBITDA ( 1 ) . " Our team is delighted to add the Emerald Fields Cannaboutiques to our growing portfolio of dispensaries and are eager to welcome the team to Schwazze . Manitou Springs and Glendale are attractive locations and valuable assets to our overall growth plan as we continue to build out Colorado . Our team is excited to add another store brand to our house of brands " . said Justin Dye , Schwazze 's CEO . 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 . 1 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 can not 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 , ( x ) 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 ( x ) 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 . ( 1 ) Adjusted EBITDA represents income ( loss ) from operations , as reported , before tax , adjusted to exclude non - recurring items , other non - cash items , including stock - based compensation expense , depreciation , and amortization , and further adjusted to remove acquisition related costs , and other one - time expenses , such as severance . The Company uses adjusted EBITDA as it believes it better explains the results of its core business . The Company has not reconciled guidance for adjusted EBITDA to the corresponding GAAP financial measure because it can not provide guidance for the various reconciling items . The Company is unable to provide guidance for these reconciling items because it can not determine their probable significance , as certain items are outside of its control and can not be reasonably predicted . Accordingly , a reconciliation to the corresponding GAAP financial measure is not available without unreasonable effort . Investors Joanne Jobin Investor Relations Joanne.jobin@schwazze.com 647 964 0292 Media Julie Suntrup , Schwazze Vice President | Marketing & Merchandising julie.suntrup@schwazze.com 303 371 0387 2