Schwazze Signs Definitive Agreement to Acquire Drift

DENVER–Schwazze, (OTCQX: SHWZ), announced signed definitive documents to acquire the assets of BG3 Investments, LLC dba Drift which consists of two cannabis retail stores located in Boulder, Colorado. This purchase continues Schwazze’s expansion and growth plans in Colorado adding to the Company’s current dispensary footprint, with nine dispensaries acquired year to date, bringing the total number of dispensaries to nineteen. As part of the purchase, Schwazze will also acquire the assets of Black Box Licensing, LLC, which contains certain intellectual property.

“We look forward to adding these dispensaries to our portfolio. The Company remains focused on bringing excellent customer experiences to all areas of Colorado, and we are excited to bring that experience to our customers in Boulder,” said Justin Dye, Schwazze’s CEO.

The consideration for the proposed acquisition is $3.5 million and will be paid as $1.9 million in cash, and $1.6 million in common stock. This transaction represents a 3.5 times multiple based on the projected 2021 adjusted EBITDA for the two dispensaries. The acquisition is expected to close during the third quarter of 2021 after the Colorado Marijuana Enforcement Division and local licensing approval.

Forward-Looking Statements

This press release contains “forward-looking statements.” Such statements may be preceded by the words “may,” “estimates”, “predicts,” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control and cannot be predicted or quantified. Consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) our inability to manufacture our products and product candidates on a commercial scale on our own or in collaboration with third parties; (ii) difficulties in obtaining financing on commercially reasonable terms; (iii) changes in the size and nature of our competition; (iv) loss of one or more key executives or scientists; (v) difficulties in securing regulatory approval to market our products and product candidates; (vi) our ability to successfully execute our growth strategy in Colorado and outside the state, (vii) our ability to identify and consummate future acquisitions that meet our criteria, (viii) our ability to successfully integrate acquired businesses and realize synergies therefrom, (ix) the actual revenues derived from the Company’s Star Buds assets, * the Company’s actual revenue and adjusted EBITDA for 2021, (xi) the Company’s ability to generate positive cash flow for the rest of 2021 (xii) the ongoing COVID-19 pandemic, (xiii) the timing and extent of governmental stimulus programs, and (xiv) the uncertainty in the application of federal, state and local laws to our business, and any changes in such laws. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise except as required by law.