Leading Multistate Operator to Acquire One Cultivation Facility; a Joint Venture between MINT Cannabis and Shango to Acquire All 14 Cannabist Dispensaries in Market and Two Cultivation and Manufacturing Facilities

Total Consideration is $16.4M; The Cannabist Company will Retain One MMTC License

NEW YORK, August 23, 2024--(BUSINESS WIRE)--The Cannabist Company Holdings Inc. (Cboe CA: CBST) (OTCQX: CBSTF) (FSE: 3LP) ("The Cannabist Company" or the "Company"), one of the most experienced cultivators, manufacturers and retailers of cannabis products in the U.S., announced today that it has entered into a definitive agreement with a leading multistate operator to acquire the Lakeland cultivation facility (the "Lakeland Transaction"). Additionally, The Cannabist Company entered into a definitive agreement with MINT Cannabis and Shango, as joint venture partners (the "MINT Shango JV"), to acquire all 14 Cannabist dispensaries in Florida and the Company’s cultivation and manufacturing facilities in Alachua and Arcadia (the "MINT/Shango Transaction"). MINT Cannabis and Shango are leading, privately held multi-state dispensary operators and cultivators that will bring strong operational expertise, award-winning genetics and innovative customer experience to these dispensary locations, which post-closing are expected to be rebranded to "MINT Cannabis".

Lakeland Transaction Highlights

• Consideration for the Lakeland Transaction, subject to adjustment, is $11.4 million, payable in cash. $2 million of this consideration is already held in escrow.

• Transaction includes a more than 40,000-square-foot cultivation facility in Lakeland.

MINT/Shango Transaction Highlights

• Consideration for the MINT/Shango Transaction, subject to adjustment, is $5 million. Upon closing, the MINT Shango JV will pay closing consideration of $3 million in cash and issue a $2 million promissory note. $750k of this consideration is already held in escrow.

• Additionally, the MINT Shango JV will transfer to the Company all outstanding equity interest in its MMTC license entity, which the Company expects to divest to an additional third party.

• Transaction includes:

  • 14 Cannabist dispensaries

  • Two (2) cultivation and manufacturing facilities

  • The Company’s MMTC license

The Cannabist Company Management Commentary

"We are pleased to announce our definitive agreements to transition our Florida operations over to a leading multistate operator and the MINT Shango JV. This strategic move aligns with our ongoing efforts to build a better business - rationalizing our footprint and focusing on our growth markets to enhance profitability. As previously disclosed, our Florida assets are better suited for other operators’ portfolios, allowing us to eliminate loss-making operations that represent less than 5% of revenue, while bringing in non-dilutive capital to further bolster the balance sheet," said David Hart, CEO, The Cannabist Company. "We are proud of the Cannabist locations we’ve developed over the last few years and are grateful for the commitment of our entire Florida team."