Columbia Care Completes Acquisition of Green Leaf Medical

Affirms Company’s Position as a Leading Cultivator, Processor, Wholesale Supplier and Retailer in Limited License States of Maryland, Ohio, Pennsylvania and Virginia
Adds Approximately 400,000 Square Feet of Cultivation and Production Capacity as well as Four Operational Dispensaries and Six In-Development Dispensaries in Key Markets
Immediately Accretive to Columbia Care Gross Margin, Adjusted EBITDA and Free Cash Flow with Acquisition Multiple of Approximately 4.8x 2021 Adjusted EBITDA
Achieves Vertical Integration in all 18 of Columbia Care’s Markets, Enabling the Company to Launch Brands Across the Country, Expand Retail and Wholesale Market Share, Optimize Margin Profile and Drive Shareholder Value

Columbia Care Inc. (NEO: CCHW) (CSE: CCHW) (OTCQX: CCHWF) (FSE: 3LP) (“Columbia Care” or the “Company”), one of the largest and most experienced cultivators, manufacturers and providers of medical and adult-use cannabis products in the United States, today announced that it has completed its acquisition of Green Leaf Medical, LLC (“Green Leaf” or “gLeaf”), a privately held, fully-integrated cannabis multi-state operator (MSO) with a leading market presence throughout the mid-Atlantic region.

Total upfront consideration was approximately $240 million, comprised of $45 million in cash and $195 million in Columbia Care stock, with the potential for additional performance-based milestones in 2022 and 2023. This transaction is immediately accretive to gross margin, Adjusted EBITDA and cash flow from operations.

“I am pleased to announce the completion of Columbia Care’s acquisition of Green Leaf today, well ahead of our originally anticipated close, which secures our position as a national leader and the most scaled operator in the Mid-Atlantic,” said Nicholas Vita, CEO of Columbia Care. “Green Leaf’s proprietary gLeaf brand, cultivation and production scale, and outstanding reputation and culture are exceptional complements to the Columbia Care operational footprint in these key markets. Together, we will accelerate and expand our strategy of offering the best products and service to these rapidly expanding medical markets and will be well-positioned in states that are preparing for adult-use, such as Virginia. We are thrilled to welcome the Green Leaf team, led by Philip Goldberg and Kevin Goldberg, to the Columbia Care family and will strive to ensure the continued growth and customer focus that Green Leaf is known for through a thoughtful and deliberate integration.”

Philip Goldberg, Green Leaf’s CEO and Co-Founder, commented: “We set out to build a leading cultivation, extraction and retail network that optimizes the customer experience by leveraging technology and meaningful human interaction – and we’re proud that we have accomplished that. After searching for the right home for our company, people and communities, it was clear that there was one organization that shared our vision and priorities – Columbia Care.” Kevin Goldberg, Co-Founder, General Counsel and President of Green Leaf added: “We are incredibly grateful to the Green Leaf employees who built the company right alongside us and are the heart of our organization. We look forward to the opportunity to expand the gLeaf brand into Columbia Care’s markets and realize the benefits of our combined innovation and growth that happens with the two teams joined together.”

For additional information regarding the transaction, please refer to Columbia Care’s press release issued on December 22, 2020, or visit the presentations section of the investors’ website at www.ir.col-care.com.

Additional Highlights

Green Leaf 1Q 2021 Financial Performance¹

Revenue of approximately $29 Million
Gross Margin in excess of 50%
Adj. EBITDA Margin in excess of 30%

Pennsylvania

One of the largest and most scaled cultivators and processors in Pennsylvania, with a 274,000 ft²cultivation and processing facility; over 100,000 ft²of this capacity is currently operational, and fully funded construction on the additional 174,000 ft²will be completed and operational by year-end 2021
One of the state’s largest wholesalers; products are sold in approximately 85% of Pennsylvania’s 100 operating dispensaries
Perfects vertical operations when combined with Columbia Care’s dispensaries in northeast Pennsylvania, offering significant revenue and margin expansion opportunities in both retail and wholesale channels

Maryland

Fully built out 42,000 ft²cultivation facility, and a separate processing facility with opportunities to significantly increase production and efficiencies
Green Leaf has two operating dispensaries in Maryland (Montgomery and Frederick County) with a third pre-approved dispensary (Prince George’s County) in development and expected to open in 2022, creating local scale with Columbia Care’s existing Montgomery County dispensary
One of the state’s largest wholesalers, with products sold in nearly half of the state’s 95 operating dispensaries
Operates a robust statewide home delivery service, with 14 delivery vehicles and personnel that can be leveraged in adjacent markets of Washington, D.C., Virginia and Delaware via existing Columbia Care footprint
The transaction increases Columbia Care’s total Maryland dispensary license count to four, which is the maximum number allowed per operator in the state, making it one of the most scaled retailers and wholesalers in Maryland

Virginia

Green Leaf is the largest cultivator in the state, operating a fully built out 82,000 ft² cultivation, production and dispensary facility in Richmond, with plans for significantly increased efficiencies underway
Green Leaf commenced cultivation operations in May 2020 and retail operations in November 2020, serving as the retailer in 20 counties in central Virginia—including the state capital, Richmond
Provides home delivery access throughout the state with 10 vehicles
Adds to Columbia Care’s existing operations in southeastern Virginia (Norfolk/Hampton Roads), one of the most densely populated areas in the state, and complements Columbia Care’s operational cultivation and production facility, the second largest in the state with over 60,000ft², as well as one operating dispensary in the Norfolk area
Each licensee is entitled to operate one co-located cultivation/dispensary facility and five stand-alone dispensaries in their authorized region – allowing up to ten additional dispensaries between both licensees, all of which are currently in various stages of development
Flower will be available in Virginia beginning September 2021

Ohio

Green Leaf operates one retail dispensary – enabling Columbia Care to achieve the state maximum of five dispensaries
Columbia Care operates, and is expanding into, a 63,000 ft² cultivation, production and manufacturing facility, which also recently launched commercial sales, making it one of the most scaled, fully integrated operators in the state
Columbia Care currently sells finished goods to more than 85% of licensed dispensaries in Ohio

All amounts reflected in this press release and references to $ are in U.S. dollars.

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