Red White & Bloom Closes On PharmaCo Acquisition

Red White & Bloom Brands Inc. RWB RWBYF a multi-state cannabis operator, announced it has received all regulatory approvals and has closed its acquisition of PharmaCo, Inc. via RWB Michigan, LLC, the Company’s wholly-owned subsidiary, in an all-stock transaction.

“I’m pleased to announce that we have closed on the PharmaCo acquisition and now control all aspects of our Michigan operations,” Brad Rogers, Red White & Bloom chairman and CEO stated. “This is a major milestone for RWB and its shareholders as we continue to execute key components of our growth strategy and build our house of brands across our core markets, as promised. We are now in the driver’s seat on over 20 assets across Michigan – one of the largest and fastest-growing cannabis markets in the country.”

Rogers explained that RWB’s strategy is to optimally leverage regulatory frameworks in RWB's core markets for financial and operational success.  “Through our previous partnerships, we were able to propel our Platinum Vape® brand cartridges to the #1 most popular brand in Michigan and establish a solid distribution channel for additional branded products. As we take full control of our Michigan operations from seed-to-sale, our anticipated 2022 initiatives include extending our branded product lines, updating our dispensaries to heighten the customer experience, creating supply chain efficiencies, and growing revenue and profitability,” Rogers continued.

“We welcome the many talented PharmaCo employees to the RWB team to continue their good work,” Rogers added. “We value their contributions and feel it is important to pay competitive wages and provide key leaders and employees with a stake in the company so they share in the rewards of helping RWB achieve its goals.”

Transaction Details

• The transaction includes the issuance of 37 million units of RWB.
• Each Unit consists of one common share and one series 2 convertible preferred share (each, a “Series 2 Preferred Share” and collectively, the “Series 2 Preferred Shares”) in the capital of RWB.
• Each Series 2 Preferred Share shall be convertible, in accordance with the formula as set out in the terms in RWB’s articles, at any time or times before April 24, 2022.
• The Series 2 Preferred shares are subject to a voluntary lock-up until January 1st, 2023.
• In addition, RWB has converted $30 million of previously advanced loans to PharmaCo into preferred shares in PharmaCo issued to RWB Michigan immediately prior to closing.
• Upon issuance, RWB Michigan will hold 100% of the ownership of PharmaCo.