Red White & Bloom Closes Acquisition of Florida Operations from Acreage Holdings

 Red White & Bloom Brands Inc. (CSE: RWB and OTC: RWBYF) (“RWB” or the “Company”) is pleased to announce that, further to its press release of February 25, 2021, its new subsidiary, RWB Florida LLC, has completed the acquisition of all of the issued and outstanding shares of Acreage Florida, Inc. (“Acreage Florida”) from High Street Capital Partners, LLC (the “Seller”), a subsidiary of Acreage Holdings Inc. (“Acreage”) (CSE: ACRG.A.U; ACRG.B.U) (OTCQX: ACRDF, ACRHF). RWB also completed the acquisition of certain owned and leased real estate assets used in Acreage Florida’s operations (the “Florida Real Estate”). 

RWB Florida is licensed to operate medical marijuana dispensaries, a processing facility, and a cultivation facility in the state of Florida. The Company wishes to correct the previous disclosure from the news release issued on April 28, 2021 and advises that the deal also includes the sale of property in Sanderson, Florida that includes over 15 acres of land and approximately 114,000 SF facility for cultivation and a 4,000 SF freestanding administrative office building, not an 11,000 SF facility as previously disclosed. In addition, RWB Florida has 8 leased stores in prime locations throughout the state.

“The Florida cannabis market is poised for tremendous growth and is forecasted to be a top 5 State by the year 2025,” said Brad Rogers, CEO of Red White & Bloom. “With approximately 450,000 medical cannabis patients currently registered in Florida, we see this as an amazing growth opportunity for the company. Combine this with a population of 20M and we are delighted this deal has been finalized and look forward to delivering the highest quality medical products to the market.”

Jim Frasier, formerly of Acreage, has been appointed the position of Florida General Manager for Red White & Bloom. “Our employees are impressed with Red White & Bloom’s commitment to the local communities as they expand their ESG program around the environment, jobs, social justice and governance. We are excited to play a major role in the benefits cannabis can bring to the state of Florida.”

Deal Terms:

RWB, RWB Florida and Seller entered into a definitive Stock Purchase Agreement on February 21, 2021, as amended on April 27, 2021, to acquire Acreage Florida and the Florida Real Estate from Seller for an aggregate purchase price of US $60,000,000 in cash, stock and other considerations including:

• an up-front cash payment of US $5,000,000 previously paid on execution of the Stock Purchase Agreement;
  
• a cash payment of approximately US $16,500,000 made on closing (the “Cash Purchase Price”);
  
• US $7,000,000 in common shares of RWB (“RWB Shares”), amounting to 5,950,971 RWB Shares based on a Volume weighted average price of RWB’s Shares on the CSE for the 5 trading days prior to closing, subject to a 12 month lock-up agreement dated April 27, 2021 between Seller and RWB (the “Lock-Up Agreement”) pursuant to which 1/6 of the RWB Shares will be released to the Seller each month commencing the 6^th month after the entering into of the Lock-Up Agreement, or immediately upon a change of control transaction;
  
• US $28,000,000 in vendor take back promissory notes (comprised of a US $10,000,000 7 month note bearing interest at 8% per annum, a US $18,000,000 13 month note bearing interest at 8% per annum and an approximate US $3,500,000 5 Business Day Note bearing interest at 1% per annum) (collectively, the “Promissory Notes”);
  
• The Promissory Notes are secured by a pledge agreement between RWB Florida and Seller pursuant to which the shares of Acreage Florida were pledged to Seller and the Promissory Notes are guaranteed by the Company; and
  
• The parties entered into a transition services agreement dated April 27, 2021 (the “TSA”) whereby Seller agreed to provide certain transition services to RWB with respect to continued operations of Acreage Florida by RWB until September 1, 2021 including certain financial reporting and general accounting support, the use of the “Botanist” Brand until such time as RWB receives regulatory clearance in respect of the “High Times” brand or other alternative brand in Florida as well as certain HR and IT support.

To assist in the funding of the transaction:

1. RWB closed on an aggregate principal amount of US $11,000,000 unsecured debentures (the “Debentures”) on April 21, 2021 from arm’s length investors (the “Debenture Purchasers”). The Debentures bear interest at the rate of 12% per annum and mature 150 days from the date of issuance. In consideration of the purchase of the Debentures by the Debenture Purchasers, RWB issued the Debenture Purchasers an aggregate of 900,000 RWB Shares at a price of $1.184 per Origination Share; and 
   
2. RWB and RWB Florida entered into a binding expression of intent (the “Binding Term Sheet”) with four (4) arm’s-length investors (the “Term Sheet Investors”) pursuant to which the Term Sheet Investors would invest US $8,000,000 to purchase: 
   
   1. an aggregate amount of US $3,000,000 of equity RWB Florida (representing approximately 3.75% of the equity of RWB Florida) (the “Term Sheet Equity”) subject to the right of RWB to repurchase this equity from the Term Sheet Investors for the amount equal to the EBITDA of RWB Florida with a multiple of 8x; and 
      
   2. purchase an aggregate principal amount of US $5,000,000 unsecured convertible debentures of RWB (the “Term Sheet Debentures”). The principal of Term Sheet Debentures plus interest in the amount of 24.0% (8% per annum) will be due and payable on the 3^rd anniversary of the Term Sheet Debentures; provided that the Term Sheet Investors may convert their Term Sheet Debentures into RWB Shares at a conversion price equal to US $2.75 per RWB Share; provided, further, if the RWB Shares are valued at US $6.00 per RWB Share, RWB may force conversion. RWB will have the option to repay the Term Sheet Debentures after one year along with 8% annual interest. 
      
   3. To date, a total of US $5.5M towards the purchase of Term Sheet Equity and Term Sheet Debentures has been funded and used by RWB towards the Cash Purchase Price. The Term Sheet Investors, RWB Florida and RWB will enter into certain definitive agreements in respect of their investments in the coming days.

A finder’s fee is payable on the transaction.