– Provides 2 high-performing dispensaries in restricted license areas

– Provides 1 further retailer which is able to open imminently in a restricted license location

– Will increase Glass Home’s projected 2022 operational California dispensary footprint to 10 areas

– Secures $10M further draw to current senior secured mortgage dedication

– Glass Home has the potential to succeed in a income run fee of US$200M+ inside the subsequent 12 months1

LONG BEACH, Calif. and TORONTO, Might 12, 2022 /CNW/ – Glass Home Manufacturers Inc. (“Glass Home” or the “Firm”) (NEO: GLAS.A.U) (NEO: GLAS.WT.U) (OTCQX: GLASF) (OTCQX: GHBWF), one of many fastest-growing, vertically-integrated hashish firms within the U.S., at present introduced that it has executed definitive agreements (the “Agreements”) to accumulate 100% of the fairness pursuits in three retail property: two working retail dispensaries and one retail dispensary slated to open in Q3 2022.

The retail dispensaries at present function underneath the title Pure Therapeutic Middle (“NHC”), one of many pre-eminent retail dispensary chains in California, situated within the Central Coast space. The 2 working retail dispensaries had income of $15.3 million2 from April 2021 by March 2022 (the “Measurement Interval”) with EBITDA margins above 20%.2,3 Glass Home is buying the 2 working retail dispensaries in Lemoore and Morro Bay for roughly $22.6 million,4 by a mix of roughly $5.7 million in money and the rest in Glass Home fairness shares (the “Acquisition”).5,6 The third retail dispensary, at present underneath development and situated in Turlock, California, is predicted to open in Q3 2022. The Firm expects to finish the acquisition of the Turlock retailer upon its opening, with Glass Home Manufacturers proudly owning 100% of the fairness pursuits.7 Calculation and fee of consideration for the acquisition of Turlock will happen on the finish of its sixth full quarter of operations, at 6x its annualized EBITDA in that quarter. The consideration shall be paid 80% in inventory priced on the 25-day volume-weighted common value (VWAP) of Glass Home fairness shares as of that quarter finish and 20% within the type of an unsecured promissory notice bearing curiosity of 8% yearly and maturing after the four-year anniversary of the time limit. Primarily based on the present efficiency of NHC’s working dispensaries and the market fundamentals in Turlock, Glass Home believes the Turlock retailer can ultimately obtain ‘regular state’ annual revenues of roughly US$10 million with an EBITDA margin3 of roughly 20%.

“This acquisition will advance us additional in our objective of changing into one of many largest retailers within the state; present incremental retailers for flower gross sales because the SoCal facility comes on-line; and add additional help to our CPG enterprise, together with PLUS, our not too long ago acquired and main hashish edibles firm primarily based in California. It additionally represents an instantaneous alternative to drive important growth in our gross margin profile. Glass Home-branded merchandise at present characterize roughly 5% of NHC income,2 versus a median of about 25% in Glass Home-owned or -operated shops,” stated Kyle Kazan, Glass Home Chairman and CEO. “As well as, we anticipate that the soon-to-open Turlock dispensary, which is situated simply off Exit 215 of the closely trafficked Freeway 99, and close to the doorway to a Costco, shall be one among NHC’s highest-grossing areas. Notably, Turlock can be the house of California State College, Stanislaus. We have been attracted to those licenses as a result of every of those permits is domiciled in a restricted license jurisdiction of California. For instance, Lemoore has two licenses whole, Morro Bay has two, and Turlock has three. This association has labored properly in Santa Barbara the place the Farmacy is one among three permits, and in addition in Berkeley the place we possess one among six approved permits. We don’t consider town governments in these three NHC areas will subject extra licenses any time quickly.”

Mr. Kazan added, “Given NHC’s positioning in restricted license markets and its robust client following, we’re excited to be including these 3 dispensaries. We at the moment are poised to execute a dramatic transformation within the dimension of our retail dispensary enterprise this summer season. Together with the continuing ramp up of Part I manufacturing at our SoCal facility and the addition of PLUS, this additional reinforces our trajectory to changing into money circulation constructive by early 2023. Glass Home had US$21.7 million in retail revenues from its three wholly-owned dispensaries in 2021. With the addition of NHC’s 3 dispensaries to our portfolio, plus The Pottery8 and our new Farmacy dispensaries in Isla Vista, Santa Ynez and Eureka which are all slated to open in late Q3, we can have the potential to almost triple our annual retail dispensary revenues to greater than US$60 million.9 The elevated retail footprint may also present a big income alternative for our CPG enterprise together with PLUS.10 Moreover, we count on incremental WholesaleBiomass revenues from Part I of the SoCal Facility to succeed in an annualized US$50-75 million by early 2023. With our latest addition of PLUS’ $14m in annual revenues on high of that, Glass Home now has the potential to succeed in an annual income run fee in extra of US$200 million inside the subsequent 12 months,1 versus the Firm’s 2021 income of US$69 million. This transaction is predicted to be instantly accretive to Glass Home on each a gross sales and EBITDA3 foundation, with all of NHC’s open areas at present producing constructive EBITDA.3 ”

Valnette Garcia, CEO of NHC commented, “We have now fastidiously curated our dispensary portfolio and invested significant capital into our build-outs to each drive site visitors and supply prospects with a world-class expertise. We’re proud to accomplice with Glass Home, who shares our mission of offering prospects with the very best high quality hashish at an inexpensive value.”

Extra Transaction Particulars

Over the Measurement Interval, the pricing for the Lemoore and Morro Bay shops is roughly 1.56x income.2

On the shut of every acquisition, Glass Home shall be buying the companies of those dispensaries and can enter right into a 5-year lease at every location with three renewal choices for a complete of as much as 20 years.

The Firm additional introduced at present that it has entered right into a credit score settlement modification with a U.S.-based personal credit score funding fund (the “Lender”) for an incremental US$10 million time period mortgage (the “Incremental Time period Mortgage”) to fund the money portion of the acquisition. The Incremental Time period Mortgage bears a ten% coupon and matures on October 31, 2022. In consideration for the Incremental Time period Mortgage, the Firm is issuing 175,000 of its warrants at present listed on the NEO Change, having an train value of US$11.50 per warrant and having an expiry date of June 26, 2026. The Firm is exploring choices for including further capital and liquidity to help the above acquisitions and continued development.

Glass Home is offering roughly $6.7 million in secured pre-close loans that accrue curiosity at 15%. These loans will solely be issued as soon as the entire acquisition paperwork are finalized and executed, and the worth of those loans shall be offset towards the closing consideration.

Closing of the acquisitions are topic to sure customary closing circumstances for transactions of this nature – together with, amongst others, the approval of the NEO Change, and are anticipated to happen within the second and third quarters of 2022.

Footnotes and Sources:

This assertion implies that sooner or later inside the subsequent twelve months, the Firm has the potential to attain month-to-month revenues that annualize to US$200 million . The assertion assumes the next in potential incremental revenues from every supply: 1) Annualized Camarillo (SoCal facility) Part I wholesale biomass gross sales of US$50 -75 million; 2) The three NHC dispensaries generate annualized revenues of US$25 million ; 3) The Pottery generates annualized revenues of US$3.9 million ; 4) PLUS maintains its pre-acquisition annualized revenues of US$14 million per 12 months; 5) The Isla Vista , Santa Ynez , and Eureka dispensaries are opened on schedule in Q3 2022 and that they produce a median of US$5 million in annual revenues every; 5) That the Firm’s core enterprise that existed previous to the addition of those new income sources is ready to ship US$69 million in income. Primarily based on vendor’s unaudited administration ready financials. EBITDA is a non-GAAP monetary measure consisting of earnings earlier than curiosity, taxes, depreciation and amortization. EBITDA margin is a non-GAAP ratio calculated by dividing EBITDA by revenues. These non-GAAP measures are usually not standardized monetary measures used to arrange the monetary statements of the entity underneath U.S. GAAP and may not be corresponding to comparable monetary measures disclosed by different firms. The whole consideration of the acquisition is US$23.4 million . After netting out US$783k in working capital to be assumed by Glass Home, the efficient acquisition price is US$22.6 million . The share portion shall be paid out over two years assuming all shares are launched after the holdback interval. Along with normal closing circumstances, together with the approval of the NEO Change, the closing for the Lemoore and Morro Bay Dispensaries is contingent upon the switch of possession being accredited by native regulators, which the Firm believes is more likely to happen previous to the tip of Q2 2022. Along with normal closing circumstances, the closing for the Turlock Dispensary is contingent upon the switch of possession being accredited by native regulators, which the Firm believes is more likely to happen previous to the tip of Q3 2022. For extra data, see right here . This assertion assumes that: 1) the three NHC dispensaries generate annual revenues of US$25 million ; 2) the Pottery generates annual revenues of US$3.9 million ; 3) the Isla Vista , Santa Ynez , and Eureka dispensaries are opened on schedule in Q3 2022 and that they produce a median of US$5 million in annual revenues every; 4) that the Firm’s current three dispensaries ship no less than US$21.7 million in income, similar as in 2021. For extra data, see right here .

About Glass Home Manufacturers

Glass Home Manufacturers is likely one of the fastest-growing, vertically built-in hashish firms within the U.S., with a devoted deal with the California market and constructing main, lasting manufacturers to serve shoppers throughout all segments. From its greenhouse cultivation operations to its manufacturing practices, from brand-building to retailing, the corporate’s efforts are rooted within the respect for individuals, the surroundings, and the group that co-founders Kyle Kazan , Chairman and CEO, and Graham Farrar , Board Member and President, instilled on the outset. By means of its portfolio of manufacturers, which incorporates Glass Home Farms , Forbidden Flowers, and Mama Sue Wellness, Glass Home Manufacturers is dedicated to realizing its imaginative and prescient of excellence: excellent hashish merchandise, produced sustainably, for the advantage of all. For extra data and firm updates, go to www.glasshousebrands.com and https://ir.glasshousebrands.com/contact/email-alerts/ .

Ahead Wanting Statements

Sure data on this press launch incorporates “ahead trying data” inside the which means of relevant securities legal guidelines. Such ahead trying data contains, however is just not restricted to, data with respect to Glass Home’s aims and the methods to attain these aims, in addition to data with respect to its beliefs, plans, expectations, anticipations, forecasts, estimates and intentions. This forward-looking data is recognized by way of phrases and phrases comparable to “will”, “could”, “would”, “ought to”, “might”, “count on”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “consider”, or “proceed”, the unfavorable of those phrases and comparable terminology, together with references to assumptions, though not all forward-looking data incorporates these phrases and phrases. Particularly, and with out limiting the generality of the foregoing, ahead trying data on this press launch contains statements associated to: the completion of the proposed acquisitions that are topic to satisfaction of sure closing circumstances; Glass Home reaching a income run fee of US$200M+ inside the subsequent 12 months; the acquisitions leading to elevated retail income and the Turlock dispensary being one among NHC’s highest grossing areas; the monetary and working projections disclosed in reference to the acquisitions; the Turlock retailer reaching ‘regular state’ annual revenues of roughly US$10 million with an EBITDA margin of roughly 20%; Glass Home changing into money circulation constructive by early 2023; Glass Home almost tripling its annual retail dispensary revenues to greater than US$60 million; Wholesale Biomass revenues from Part I of the SoCal Facility reaching an annualized US$50-75 million by early 2023; and the timing of the closing of the acquisitions and the Turlock dispensary’s opening. Ahead trying data includes recognized and unknown dangers and uncertainties, lots of that are past the Firm’s management, that would trigger precise outcomes to vary materially from these which are disclosed in or implied by such ahead trying data. These dangers and uncertainties embrace, however are usually not restricted to, closing of the acquisitions; Glass Home reaching a income run fee of US$200M+ inside the subsequent 12 months; the acquisitions leading to elevated retail income and the Turlock dispensary being one among NHC’s highest grossing areas; the acquisitions not ensuing within the anticipated monetary and working efficiency expressed herein; the Turlock retailer reaching ‘regular state’ annual revenues of roughly US$10 million with an EBITDA margin of roughly 20%; Glass Home changing into money circulation constructive by early 2023; Glass Home almost tripling its annual retail dispensary revenues to greater than US$60 million; Wholesale Biomass revenues from Part I of the SoCal Facility reaching an annualized US$50-75 million by early 2023; and the timing of the closing of the acquisitions and the Turlock dispensary’s opening. Though the Firm has tried to determine the primary danger elements that would trigger precise outcomes to vary materially from these contained in ahead trying data, there could also be different danger elements not presently recognized to the Firm or that they presently consider are usually not materials that would additionally trigger precise outcomes or future occasions to vary materially from these expressed in such forward-looking data. Consequently, the entire forward-looking data contained on this press launch is certified by the foregoing cautionary statements, and there will be no assure that the outcomes or developments that the Firm anticipates shall be realized or, even when considerably realized, that they’ll have the anticipated penalties or results onthe Firm’s enterprise, monetary situation or outcomes of operation.

SOURCE Glass Home Manufacturers Inc.

For additional data: Glass Home Manufacturers Inc., John Brebeck, Vice President of Investor Relations, T: (562) 264-5078, [email protected]; Jamin Horn, Normal Counsel and Company Secretary, T: (562) 264 5078, [email protected]