TORONTO and DENVER, Oct. 18, 2019 (GLOBE NEWSWIRE) — MJardin Group, Inc. (“MJardin” or “the Company”) (CSE: MJAR) (OTCQX: MJARF), a leader in premium cannabis production, announced today that the Company has agreed to issue 741,765 common shares in the capital of MJardin (the “Common Shares”) to the seller of Carson City Agency Solutions LLC (which does business under the trade name Cannabella), as a non-refundable pre-payment of the $4.5 million USD purchase price, of which $500,000 USD was paid as cash consideration at the time of execution for the previously announced acquisition of Cannabella.
The Common Shares are being priced at $0.715 CAD per Common Share and will reduce the purchase price payable on closing of the Cannabella acquisition by $400,000 USD. The $3.6 million USD balance of the purchase price will be payable in Common Shares upon closing, with the pricing of such Common Shares based on the trading price of MJardin shares at the time of closing.In consideration for the pre-payment of a portion of the purchase price, MJardin will receive certain benefits under its management agreement with Cannabella that it would otherwise have had to wait until closing to receive. Completion of the Cannabella acquisition is subject to customary closing conditions, including regulatory approval. The Cannabella acquisition provides extraction capabilities to MJardin’s current cultivation operations in Nevada, allowing the Company to use a portion of its cultivation output for extracts towards edibles, topicals and other potential product lines. Cannabella’s products are already in approximately 50 of the 68 retail dispensaries in Nevada, and the Company anticipates that it will be able to expand its footprint to many of the new dispensaries being opened following the recent grant of approximately 50 additional licenses.About MJardin Group
MJardin is a cannabis management platform with extensive experience in cultivation, processing, distribution and retail. For over 10 years, MJardin has refined cultivation methodologies, developed state of the art facilities and implemented vertical integration for and on behalf of license owners. MJardin is based in Denver, Colorado and Toronto, Canada. For more information, please visit www.mjardin.com.The CSE has not in any way passed upon the merits of and has neither approved nor disapproved the contents of this news release.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, future developments and the business and operations of MJardin, our production capacity, our production results, the receipt of any pending regulatory approvals or licenses, the growth of our global footprint and our intentions to leverage our scale for continued organic growth and to pursue strategic investments 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: our ability to identify and pursue growth, financing and other strategic objectives, and the regulatory and economic environments in the jurisdictions we operate or intend to operate or invest in. 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 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. INVESTOR CONTACT:Ali Mahdavi Pat Witcher
Capital Markets & Investor Relations Chief Operating Officer
416-962-3300 720.613.4019
[email protected] [email protected]
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