MJardin Group Announces Merger With GrowForce To Create The Preeminent Global Cannabis Management Platform

Merger Positions MJardin for Global Growth as Company Begins Trading
on the Canadian Securities Exchange

DENVER & TORONTO–(BUSINESS WIRE)–MJardin Group, Inc. (“MJardin” or the “Company”) (CSE:
MJAR), a leader in cannabis management, today announced a binding letter
of intent (the “LOI”) to acquire GrowForce Holdings Inc. (“GrowForce”),
a vertically integrated international cannabis platform headquartered in
Toronto. Under the terms of the LOI, MJardin would acquire 100% of the
outstanding shares of GrowForce in an all share transaction,
representing equity consideration to GrowForce shareholders of
approximately C$278 million (the “Proposed Acquisition”).

MJardin is scheduled to commence trading today on the Canadian
Securities Exchange (the “CSE”) under the ticker symbol “MJAR.”

The LOI provides that GrowForce shareholders will be entitled to receive
0.375 MJardin common shares for each GrowForce common share held (the “Exchange
Ratio
”). Based on MJardin’s common share price of $12.00 per share
pursuant to the Company’s October subscription receipt financing, the
implied consideration to GrowForce shareholders is $4.50 per share.
Assuming closing of the Proposed Acquisition and the receipt of all
necessary approvals, the combined company is anticipated to have a pro
forma cash balance of approximately C$65M.

“The combination of MJardin and GrowForce provides the foundation to
create a preeminent global cannabis management platform with what we
believe is unparalleled experience in cannabis cultivation, processing,
distribution and retail,” said Rishi Gautam, Chairman & Chief Executive
Officer of MJardin Group. “We are excited to bring both companies
together under one comprehensive platform as we enter the public
markets, further invest in our business and execute on our growth
strategy. We believe that MJardin is well-capitalized and uniquely
positioned to pursue strategic expansion and M&A opportunities across
legal cannabis markets in the U.S., Canada and other international
markets.”

Upon closing of the merger, MJardin will have 49 facilities operating or
under development across North America, cultivating approximately 87,000
kg of finished product per annum and managing 23 cultivation facilities,
two outdoor grows, five extraction facilities and 19 retail dispensaries
across four U.S. states and four Canadian provinces. GrowForce’s
facilities outside of the U.S. will continue to deploy MJardin’s
cannabis management system as part of the combined company’s service
offerings.

Combined Management Team

The Company’s new executive leadership will be led by a combined team of
proven industry veterans from both MJardin and GrowForce:

  • Rishi Gautam, Chairman & Chief Executive Officer
  • Chris Seto, Chief Financial Officer
  • Frank Knuettel II, Chief Strategy Officer
  • Jorge Boone, Chief Operating Officer
  • Max Nardulli, President, International Operations
  • Jeannette Harkin, SVP, Chief of Staff
  • John F. Kennedy, SVP, Marketing and Innovation

Proposed Acquisition Highlights

  • Secures attractive premium for GrowForce shareholders: The
    Proposed Acquisition implies a 41% premium to GrowForce Shareholders
    to the subscription receipt round closed by GrowForce in July of this
    year.
  • GrowForce and MJardin shareholders will participate in a local
    platform that is deployed globally:
    This unique platform will
    allow brands and innovative products to be created and curated in any
    geography and sold and deployed on a multi-national level.
  • Additional management strength: GrowForce has built a
    best-in-class management team in areas such as project management,
    patient advocacy, consumer marketing, software development and M&A.
    These strengths will be all additive to the already strong MJardin
    operations team.
  • MJardin shareholders will benefit with a geographic expansion: The
    combined company will create a platform to enable North American
    growth, as well as well as opportunities for international expansion
    in Europe, Africa and Latin America.
  • Significant operational expertise and experience: The combined
    company will benefit from the years of experience managing over
    500,000 square feet of MJardin cultivation facilities along with
    producing over 100,000 kilograms of cannabis.
  • Increased scale, enhanced liquidity and capital markets profile: Both
    GrowForce and MJardin shareholders will benefit from a significantly
    expanded market capitalization – approximately C$850 million based on
    recent MJardin share price, enhanced liquidity with this increased
    scale, which should lead to a lower cost of capital.
  • Strong access to capital: Management expects that the combined
    entity will benefit from strong access to capital, both from the
    equity markets in Canada and private debt markets. Through its
    strategic partnership with Bridging Finance Inc., one of Canada’s
    leading alternative credit investment management firms the Company
    will have the unique ability to access to non-dilutive growth capital
    for continued infrastructure investments and consolidation of
    operational cannabis assets.

“We are very supportive of this strategic transaction and believe it
will create additional synergies and opportunities for MJardin in Canada
and internationally,” said David Sharpe, Chief Executive Officer of
Bridging Finance. “Our strategic partnership with MJardin includes new
economic development opportunities including opportunities to invest in
cannabis-related job and wealth creation for First Nations communities
across Canada.”

MJardin’s comprehensive cannabis management platform includes
proprietary software and staff training systems designed to optimize and
de-risk commercial cannabis operations for cultivation, processing and
retail facilities. The Company has a proven track record of operational
excellence in 13 U.S. states and more recently in Canada and Australia,
having designed and planned more than 100 legal cannabis facilities
since inception with 30+ licensed facilities currently under management.

The completion of the Proposed Acquisition is subject to a number of
conditions, including receipt of applicable shareholder, regulatory and
stock exchange approvals, as well as certain other conditions customary
in transactions of this nature.

Advisors and Counsel

Canaccord Genuity Corp. is acting as the financial advisor to MJardin.
Stikeman Elliott LLP is acting as legal counsel to MJardin.

KES 7 Capital Inc. and Cormark Securities are acting as the financial
advisors to the board of directors of GrowForce, who also received an
independent fairness opinion from GMP Securities. WeirFoulds LLP is
acting as legal counsel to GrowForce.

About MJardin Group

MJardin Group is a highly specialized global cannabis management
platform that develops partnerships with licensed operators. MJardin
provides its partners turnkey cannabis cultivation, processing and
retail solutions, including licensure support, facility design, systems
implementation, facility ramp-up and the day-to-day operational
management required in a large-scale, professionally managed cannabis
facility. MJardin is headquartered in Denver, Colorado with an
additional office in Toronto, Ontario. For more information, please
visit www.mjardin.com.

About GrowForce Holdings

GrowForce is a geographically diversified and vertically integrated
cannabis platform operating within Health Canada’s Cannabis Act
(formerly known as the Access to Cannabis for Medical Purposes
Regulations). GrowForce owns a majority interest in flagship cannabis
facilities with strategic partnerships for turnkey operations,
proprietary software and training, and project financing. GrowForce’s
flagship facilities are operated by MJardin Group, North America’s
largest turnkey operator of legal cannabis facilities, and financed by
Bridging Finance Inc., Canada’s leading provider of private credit. For
more information, please visit www.growforce.ca.

The CSE has not in any way passed upon the merits of the Proposed
Acquisition or the listing of the common shares of MJardin, and has
neither approved nor disapproved the contents of this news release. The
Proposed Acquisition cannot close until the required approvals are
obtained. There can be no assurance that the Proposed Acquisition will
be completed as proposed or at all.

This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of the securities in the United
States. The securities have not been and will not be registered under
the United States Securities Act of 1933, as amended (the “U.S.
Securities Act
”) or any state securities laws and may not be offered
or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.

Forward-Looking Information

This news release contains forward-looking information based on
current expectations. Statements about, among other things, the closing
of the Proposed Acquisition, expected terms and conditions of the
Proposed Acquisition, future developments and the business and
operations of MJardin and GrowForce, the completion, terms and
consideration to be provided for the Proposed Acquisition and the
listing on the CSE are all forward-looking information. These statements
should not be read as guarantees of future performance or results. Such
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements to be
materially different from those implied by such statements. Such factors
include, but are not limited to: the parties’ ability to satisfy various
closing conditions of the Proposed Acquisition, including receipt of all
regulatory and shareholder approvals, receipt of the requisite approval
of investors under the Growforce subscription receipt financing, and the
ability to itegrate both companies and pursue growth, financing and
other strategic objectives. Although such statements are based on
management’s reasonable assumptions at the date such statements are
made, there can be no assurance that the Proposed Acquisition will occur
or that, if the Proposed Acquisition does occur, it will be completed on
the terms described above and that such forward-looking information will
prove to be accurate, as actual results and future events could differ
materially from those anticipated in such forward-looking information.
Accordingly, readers should not place undue reliance on the
forward-looking information. MJardin assumes no responsibility to update
or revise forward-looking information to reflect new events or
circumstances unless required by applicable law.

Contacts

Media Contact:
Cory Ziskind
ICR
646-277-1232
cory.ziskind@icrinc.com
Investor
Contact:

Scott Van Winkle
ICR
617-956-6736
scott.vanwinkle@icrinc.com
GrowForce
Investor Contact:

Ali Mahdavi
Capital Markets & Investor
Relations
416-962-3300
Ali@growforce.ca

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