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MJardin Group Announces Merger With GrowForce To Create The Preeminent Global Cannabis Management PlatformMJardin 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:
Proposed Acquisition Highlights
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.
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