MJardin Group Announces Merger with GrowForce

Press Release

November 15, 2018

DENVER & TORONTO–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”).

“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”

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.

IBF4