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Core Gold Shareholder Keith Piggott Files Proxy Circular; Issues Letter Urging Fellow Shareholders to Vote Against the Value-Destructing Titan-Core Deal

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  • Shareholders are encouraged to vote AGAINST coercive Titan-Core
    deal on the GOLD Proxy well in advance of the voting deadline on June
    7, 2019 at 5:00pm (Vancouver Time)
  • Questions? Need Help Voting? Contact Kingsdale Advisors at
    1-866-851-4179 or
    [email protected]

QUITO, Ecuador–(BUSINESS WIRE)–Keith Piggott, owning approximately 7% of the issued and outstanding
shares of Core Gold Inc. (“Core Gold” or the “Company“)
(TSXV: CGLD, OTCQX: CGLDF) announced today that he has filed a proxy
circular (the “Circular”) and form of Proxy in relation to the
Company’s upcoming Special Meeting of the shareholders, warrant holders
and option holders on June 12, 2019 (the “Meeting”).

Mr. Piggott is urging his fellow shareholders to join him in voting
AGAINST the value-destructing plan of arrangement pursuant to which
Titan Minerals Ltd. (“Titan”) will acquire all of the issued and
outstanding commons shares of Core Gold in a dilutive all-share deal.

The Circular, which will be mailed to shareholders and is available on
the Company’s SEDAR profile, includes a letter to shareholders
highlighting Titan’s disturbing track record of destroying shareholder
value, misleading disclosures, and environmental damage. The letter also
addresses Core Gold’s board of directors’ obstruction of other value
maximizing transactions.

The letter is included below in its entirety.

VOTE TODAY

Mr. Piggott is aware of the desperate and misleading press release from
Core Gold issued this morning.

As securityholders are well aware, the Titan-Core Gold plan of
arrangement requires the support of 66 2/3% of total votes at the
Meeting. To date, Mr. Piggott has received indications of support from
enough securityholders to block this deal.

Titan and Core Gold’s attempt to bully securityholders into voting for
this deal will not stand.

As their desperation increases and our support grows, Mr. Piggott
encourage all shareholders to vote AGAINST the proposed
transaction on the GOLD proxy today.

Discard any proxy you receive from Core Gold. Even if you have already
voted on the proxy card sent to you by Core Gold, you can still change
your vote using the enclosed GOLD proxy. Only your latest dated proxy
will count.

The deadline to vote is Friday, June 7, 2019 at 5:00 pm (Vancouver time).

If you have any questions, or need help voting, contact Kingsdale
Advisors at 1-866-851-4179 or [email protected].
There is a team standing by to assist you.

LETTER TO SHAREHOLDERS

Dear fellow Shareholder,

Shareholders of Core Gold Inc. (“Core Gold” or the “Company”) are being
asked to vote on a coercive paper for paper deal with Titan Minerals
Ltd. (“Titan”) which, I, Keith Piggott, one of the largest shareholders,
director, and former CEO of Core Gold, believe will be a TITAN-IC
DISASTER and destroy your investment.

Pursuant to the proposed Arrangement with Titan (the “Proposed
Arrangement”), Core Gold shareholders will exchange their Core Gold
shares for Titan’s inflated paper, handing over our world-class assets
for highly diluted ownership in an Australian-based company with
questionable governance, environmental and ethical practices, a
notorious track record of depleting—NOT creating—value and no mining
experience in Ecuador, the location of Core Gold’s core assets.

In order for the Titan deal to happen, however, Core Gold needs the
support of 66 2/3 of all the votes cast on the special resolution at the
meeting. Worried as they are about the prospect of securing their vote,
some members of the Core Gold board have resorted to disgraceful tactics
including calling shareholders to promise to buy back their shares after
the transaction is approved.

They have also claimed that the Company will collapse if the deal is
voted down. This is false.

There are far better options for the Company, and I have an achievable
plan to restore Core Gold and create meaningful value.

Earlier this year, I had brought to the Core Gold board of directors a
value-maximizing opportunity from an international firm with
exploration, mining, processing and smelting operations, primarily
focusing on the gold industry.

The firm, listed on a major international stock exchange with a market
capitalization above US $3 billion, agreed to a CDN $4,000,000
subscription for 8,888,888 common shares of Core Gold at CDN $0.45 per
share and was prepared to place an additional US$12 million at C$0.45 in
equity, US$20 million for a 20% initial earn-in into Core Gold’s Dynasty
Gold project, and invest a further US$62 million to build a 2,000 ton
per day underground mine leaving Core Gold with a 40% carried interest.
Unfortunately, the Core Gold board sabotaged the deal in favour of the
Titan deal.

This international firm is still interested in investing in Core Gold,
under similar terms, IF the current board and management —namely CFO Sam
Wong, and directors Gregg Sedun, Leonard Clough, and Mark Bailey (the
“Core Four”)—are no longer involved with the Company.

In addition, in my position as a shareholder, I have been contacted by
four other parties who are interested in investing in Core Gold, in
transactions that are far superior to the Titan deal, with better terms
and better value.

Together, we can stop the coercive Titan deal and choose a different
path; a path to realize the true value of Core Gold’s outstanding assets.

To do so, please vote AGAINST the Proposed Arrangement on the enclosed
GOLD proxy well in advance of the voting deadline of Friday, June 7,
2019 at 5:00 pm (Vancouver time).

Every vote counts, no matter how many shares you own.

Momentum Against the Titan-Core Deal Builds as New Revelations of
Titan’s Value-Destructing Track-Record Surface

Many long-term shareholders have reached out to me about their concerns
about our Company, and the awful Titan deal.

Like you, they invested in Core Gold because of our outstanding assets
in Ecuador and the opportunity to build significant and sustained value
for all shareholders. Now, the Core Four have put their interests
ahead of minority shareholders and are tossing Core Gold’s great
potential away.

Consummating the Titan deal would be a TITAN-IC DISASTER for the
shareholders of Core Gold.

Here’s why:

  • Titan, led by Executive Chairman Matthew Carr, has a track record
    of destroying shareholder value.

    • Titan’s share price has dramatically declined over the past year.
      Since May 11, 2018, Titan shares have dropped by approximately
      44.12%.
    • Titan is not profitable. A review of
      Titan’s income statements (2010-2018), show that Titan has lost
      money every year, except for 2017 where Titan received a one-time
      windfall for a loan forgiveness.
  • Paper for paper deal with Titan’s paper is NOT a premium offer for
    Core Gold shareholders.

    • Titan’s shares are highly illiquid, and the company has a history
      of dilutive share issuances. Since 2018, Titan has increased its
      issued capital by 56.8%, adding almost 1 billion shares. If, the
      Proposed Agreement is approved by shareholders and Titan does not
      consolidate its share capital before the Proposed Arrangement
      completes, Titan’s share count will jump to a whopping
      6,746,302,678 shares (that’s 6.7 Billion shares!).
  • Titan’s assets pale in comparison with Core Gold’s assets.

    • Titan has a 150 tpd tolling mill that has yet to receive final
      approvals.
    • Compare that to Core Gold, which has:

      • a premium Copper Duke property, permitted for drilling,
      • the Linderos property with major structures and high-grade
        gold,
      • a 2,000 tpd nameplate capacity fully permitted mill,
      • a fully permitted open pit mine on the Dynasty Goldfield
        Project with current resources of 2.1MM oz gold, and
      • at least 13 known porphyry targets on these concessions with
        surface showings similar to Sol Gold, which is further north
        along the same mineral belt.
  • Titan’s management has a history of misleading disclosures that
    should raise the ire of securities regulators.

    • In 2017, Titan issued a prospectus for an offering in Australia
      falsely claiming that a well-respected mining professional—who was
      instrumental in the discovery of Yanacocha an approximately
      50-million ounce gold deposit—was their CEO.
    • Titan has consistently misled potential investors about its
      assets. For example, in fundraising documents published in 2017,
      May 2018, Feb. 2019, Titan described its Torrecillas Project as an
      “advanced exploration” project. And now, in its most recent
      financial statements and a May 2019 investor presentation, Titan
      says that Torrecillas is an “early-stage exploration project.”
  • Titan’s history in Peru is a tale of lies, deceit, and questionable
    practices.

    • News reports indicate that individuals allegedly linked to Titan
      have been involved in questionable activities related to an
      incident involving firearms at the Tulín plant in Perú where
      people were wounded.
    • The same news reports allege environmental violations at the Tulin
      plant relating to spillage of toxic chemicals and tails. . These
      investigations were found to be true and several fines were levied
      on Tulin Gold (Titan) by the local authorities, over a period of
      several years. I have also confirmed,
      through notarial sworn statements of witnesses, that Titan has
      tried to conceal environmental damage at the Tulin processing
      plant by surreptitiously burying cyanide tailings outside the
      plant area.
    • It is also reasonable to assume that the ASX is not aware of these
      problems.
  • Titan has become too toxic to partner with.

    • The allegations outlined above makes Titan a radioactive stock to
      any well-governed fund.
    • Associating Core Gold’s assets with Titan’s unacceptable
      environmental, safety and occupational health record, would make
      us a pariah in Ecuador, a country that prides itself in following
      and enforcing high ethical and environmental standards.
    • In the unlikely event that Core and Titan receive shareholder
      approvals for the Proposed Arrangement, Titan, will not be able to
      be rid of its past sins. The company will be mired in litigation
      and will be pilloried as the unacceptable face of mining.

CORE GOLD DIRECTORS – WHAT ARE THEIR MOTIVES?

Shareholders are appropriately asking why the Core Gold board of
directors are handing over their assets to Titan, a company with such a
revolting track record.

Are they ignoring Titan’s misdeeds, or do they have their heads in the
sand?

Why haven’t the Core Four done any further due diligence given the
latest revelations?

Clearly, the board of directors is looking after its own interests not
the interests of all shareholders as evidenced by the following:

  • Insiders will continue to have jobs with Titan. Core Gold
    directors Mark Bailey, Gregg Sedun, and Javier Reyes will all be
    directors of the new company and are therefore incentivized to promote
    the deal. Luis Zapata, who is working for Core Gold in an IR capacity,
    is promoting the Titan-Core deal incentivized by being given 180,000
    options by the Company. Notably, he had told several people that he
    would have received a $500,000 finder’s fee on the first Titan
    proposal to Core Gold in December 2018. Is Mr. Zapata receiving a
    finder’s fee for this deal?
    This appears to
    be a common thread whereby directors and some employees of Core Gold
    are putting their interests ahead of shareholder interests.
  • Core Gold’s board and management obstructed a less dilutive and
    more value-enhancing deal.
    I had initially voted in favour of the
    Titan deal, in February 2019, strictly because of a 60-day go-shop
    provision and a reasonable break-fee of $500,000 which provided the
    Company a legitimate opportunity to solicit superior offers. That’s
    what I did: A short time later, I brought to the board of directors a
    less dilutive deal with an international mining company with a market
    cap of over $3 billion and approximately $300 million in the bank,
    that would have saved the Company. What did the Core board do? They
    terminated me “for cause”, increased their Titan break fee to $3
    million and terminated the go-shop period. Does this sound like a
    board that puts shareholder interests first?
  • Stacking the vote in favour of the Titan deal: The board of
    directors have fired me as CEO and stripped me of my options because I
    won’t go along with the Titan deal. They threatened me by saying that
    if I voted for the Titan deal I could keep my options, and if I didn’t
    support their deal I would be fired for cause. I said it sounded like
    a threat and refused.

Meanwhile they’ve also taken the following steps to increase their vote
count in favour of the Proposed Arrangement:

  • They are allowing warrants and options, excluding mine, to be voted,
    even though they have not been exercised and without requiring a
    separate vote of shareholders only – which is contrary to the law.
  • They are converting debt to shares for the purposes of diluting your
    vote.
  • The Core Gold board of directors appears to want to waive Titan’s
    condition of raising AUD$20 million.
    In the Company’s February 24,
    2019 press release, it specifies that Titan commit to a minimum AUD$20
    million equity financing as a condition of the Titan-Core deal. For an
    unknown reason, Core Gold has opened the door to abandoning this
    requirement.

“Core may choose to waive any or all of the above conditions and
complete the arrangement if Titan has not completed the Titan Private
Placement at all or if the gross proceeds of the Titan Private Placement
are less than A$20 Million.”

Core Gold’s Management Information Circular (Page 43)

Why would they do this? If this financing condition is waived

By focusing solely on their narrow interests and ignoring the
questionable track record of Titan, the Core Gold board of directors are
destroying value for the majority of shareholders who cannot use board
privilege to benefit their own interests.

It is of great concern to me, as a shareholder of Core Gold, that the
board of directors has yet to provide its position on the many
misrepresentations that Titan has made including claims of its
non-existent CEO while raising AUD$6 million or contradictory
disclosures about its Torrecillas project while raising AUD$11 million.

And this very week, days after news surfaced about Titan’s long,
miserable environmental track record in Perú, the Company’s board of
directors again remain silent.

Why are they ignoring these allegations of illegal acts?

I encourage my fellow directors, and all shareholders, to carefully
ponder on the implications of proceeding with the Titan deal in light of
the facts uncovered and the allegations that have surfaced.

As they say…where there is smoke, there is fire.

THE CORRECT PATH TO RESTORE VALUE AT CORE GOLD

I have been fighting hard to return Core Gold from certain bankruptcy,
by complying with my fiduciary duty to protect ALL shareholders, rather
than the insiders.

When I took over as CEO at Core Gold in September 2016 the Company was
two weeks away from being declared bankrupt and losing all its
concessions. In just two years, during my tenure, the Company’s debt
owed to former employees, the tax office and the social security office
was mostly extinguished. Of the remaining debt, trade payables and loans
can be negotiated or deferred until a major value-maximizing transaction
comes to fruition.

I believe we can continue to manage cash flows while we pursue a value
maximizing alternative to the Titan Deal—among the many superior
alternatives available to us.

As mentioned above, I am continuing to pursue and explore strategic
alternatives that will benefit Core Gold shareholders in both the short
and long-term. In my capacity as a shareholder, I have been approached
by at least five different parties interested in Core Gold and its
assets. These are credible companies considering superior proposals
including mergers, reverse mergers, loans, and gold streaming agreements.

This interest demonstrates the strength of our assets.

Immediately, following the shareholder vote on June 12, I will work with
my advisory group—consisting of international mining professionals to
solidify proposals and present them to shareholders.

We can restore value to Core Gold.

But the first step is to say NO to the Titan deal.

I encourage all shareholders to join me and vote AGAINST the Proposed
Arrangement with Titan and avoid a TITAN-IC DISASTER that will
destroy the value in our Company.

Sincerely,

“Keith Piggott”

KEITH PIGGOTT

ADVISORS

Mr. Piggott has retained Koffman Kalef LLP and Farris, Vaughan, Wills &
Murphy LLP as his legal advisors and Kingsdale Advisors as his strategic
shareholder, communications and proxy advisor.

ABOUT KEITH PIGGOTT

Keith Piggott is a seasoned mining developer and operator with over 50
years of experience in Africa, Australia, Mexico and South America. Mr.
Piggott as CEO, and as an investor, rescued Dynasty Metals and Mining
from certain bankruptcy and the loss of all its assets in 2016. He has
worked diligently for over two years to take the company, as Core Gold
Inc., from a $5 million market capitalization to over $40 million market
capitalization before the Titan proposal. He can be contacted at [email protected],
by phone at 520-247-5753.

Contacts

For further information, please contact:
Keith Piggott
Telephone:
(520) 247-5753
Email: [email protected]

For media inquiries, please contact:
Ian Robertson, Executive Vice
President, Communication Strategy
Kingsdale Advisors
Telephone:
(416) 867-2333
Cell: (647) 621-2646


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Cannabis

Rubicon Organics Reports Q1 2024 Financial Results

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SCHWAZZE

Schwazze Announces First Quarter 2024 Financial Results

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schwazze-announces-first-quarter-2024-financial-results

Schwazze Management to Host Conference Call Today at 5:00 p.m. Eastern Time

DENVER, May 15, 2024 /PRNewswire/ — Medicine Man Technologies, Inc., operating as Schwazze, (OTCQX: SHWZ) (Cboe CA: SHWZ) (“Schwazze” or the “Company”), today announced financial and operational results for the first quarter ended March 31, 2024.

“We delivered another period of revenue growth in Q1 as we further refined our retail strategy while contending with the prolonged competitive challenges in Colorado and New Mexico,” said Forrest Hoffmaster, Interim CEO of Schwazze. “Throughout the quarter, we continued to sharpen our pricing and promotional efforts while enhancing the in-store experience, widening assortment, improving in-stock position, and advancing our loyalty program to attract and retain new customers. We also strengthened our wholesale business with quarter-over-quarter growth, while surpassing 30% total door penetration across both states.”

“The Colorado market remains highly competitive with more than 680 active recreational licenses, underscoring the importance of delivering an exceptional customer experience and fully integrated retail support program. Although retail pricing has recently stabilized, Colorado sales in Q1 were down 10% year-over-year due to lower volumes. Nonetheless, we significantly outpaced the market as our sales were up 9%, demonstrating the effectiveness of our operating playbook to compete in challenging environments. We expect to continue driving improvements in customer acquisition, retention, and loyalty as we further increase market share in the state.”

“In New Mexico, the proliferation of new licenses continued to outpace state cannabis sales as store count in Q1 increased 31% year-over-year while the market grew only 13%. In addition to pricing and promotional efforts, we’ve focused on driving traffic into our stores by expanding assortment with high quality flower and delivering an elevated customer experience. The New Mexico regulatory body has also increased its license enforcement efforts in recent months, contributing to more than 70 store closures and a 33% sequential decrease in net new store openings in the first quarter. We will continue to support the New Mexico Cannabis Control Division as it develops its regulatory framework.”

“Over the past four years we have rapidly scaled our footprint through 13 acquisitions, building a leading retail presence in both Colorado and New Mexico. We are beginning to see positive momentum from our pricing and promotional strategy and will remain focused on driving operating efficiencies while further optimizing our assets as we consolidate cultivation facilities and eliminate underperforming stores that do not meet our high-margin thresholds. We believe these initiatives, coupled with our operating playbook and strict cost controls, will enable us to return to stronger levels of profitability moving forward.”

First Quarter 2024 Financial Summary

$ in Thousands USD

Q1 2024

Q4 2023

Q1 2023

Total Revenue

$41,601

$43,325

$40,001

Gross Profit

$17,934

$7,034[1]

$21,849

Operating Expenses

$20,643

$23,276

$16,199

Income (Loss) from Operations

$(2,709)

$(16,242)

$5,650

Adjusted EBITDA[2]

$7,341

$10,953

$14,525

Operating Cash Flow

$(3,700)

$3,452

$(880)

Recent Highlights

  • Announced the grand opening of a medical and recreational dispensary in March under the Everest Apothecary banner in Las Cruces, New Mexico, increasing the Company’s retail footprint to 34 stores across the state.
  • Increased wholesale penetration in the first quarter to more than 30% of total doors in Colorado and New Mexico.
  • Lowell Herb Co. pre-roll sales increased more than 3x quarter-over-quarter in Colorado, where it continues to be the #1 pre-roll in the state.
  • Wana gummy sales up more than 2x quarter-over-quarter in New Mexico.

First Quarter 2024 Financial Results

Total revenue in the first quarter of 2024 increased 4% to $41.6 million compared to $40.0 million for the same quarter last year. The increase was primarily due to growth from new stores compared to the prior year period, partially offset by continued pricing pressure and the proliferation of new licenses in New Mexico.

Gross profit for the first quarter of 2024 was $17.9 million or 43.1% of total revenue, compared to $21.8 million or 54.6% of total revenue for the same quarter last year. The decrease in gross margin was primarily driven by the aforementioned pricing pressure in New Mexico, as well as higher medical sales mix in Colorado.

____________________________

1 Q4 2023 Gross Profit includes one-time, non-cash inventory adjustments of approximately $13.1 million comprised of $3.1 million of product consolidation, obsolescence, and shrinkage expenses, $4.3 million of net realizable value adjustments, and $5.8 million of fair value adjustments on acquired inventory in New Mexico in 2023. 
2  Adjusted EBITDA is a non-GAAP measure as defined by the SEC, and represents earnings before interest, taxes, depreciation, and amortization, adjusted for other income, non-cash share-based compensation, one-time transaction related expenses, or other non-operating costs. The Company uses Adjusted EBITDA as it believes it better explains the results of its core business. See “ADJUSTED EBITDA RECONCILIATION (NON-GAAP)” section herein for an explanation and reconciliations of non-GAAP measure used throughout this release.

Operating expenses for the first quarter of 2024 were $20.6 million compared to $16.2 million for the same quarter last year. The year-ago period benefitted from a payroll tax credit of $3.9M. The remaining increase was primarily driven by personnel expenses and four-wall SG&A costs associated with 21 additional stores in Colorado and New Mexico that are still ramping.

Loss from operations for the first quarter of 2024 was $2.7 million compared to income from operations of $5.6 million in the same quarter last year. Net loss was $16.1 million for the first quarter of 2024 compared to net income of $1.7 million for the same quarter last year.

Adjusted EBITDA for the first quarter of 2024 was $7.3 million compared to $14.5 million for the same quarter last year. The decrease in Adjusted EBITDA was primarily driven by lower gross margin and higher operating expenses associated with the 21 additional stores that are still ramping.

As of March 31, 2024, cash and cash equivalents were $13.2 million compared to $19.2 million on December 31, 2023. Total debt as of March 31, 2024, was $159.7 million compared to $156.8 million on December 31, 2023.

Conference Call

The Company will conduct a conference call today, May 15, 2024, at 5:00 p.m. Eastern time to discuss its results for the first quarter ended March 31, 2024.

Schwazze management will host the conference call, followed by a question-and-answer period. Interested parties may submit questions to the Company prior to the call by emailing [email protected].

Date: Wednesday, May 15, 2024
Time: 5:00 p.m. Eastern time
Toll-free dial-in: (888) 664-6383
International dial-in: (416) 764-8650
Conference ID: 84167910
Webcast: SHWZ Q1 2024 Earnings Call

The conference call will also be broadcast live and available for replay on the investor relations section of the Company’s website at https://ir.schwazze.com.

Toll-free replay number: (888) 390-0541
International replay number: (416) 764-8677
Replay ID: 167910

If you have any difficulty registering or connecting with the conference call, please contact Elevate IR at (720) 330-2829.

About Schwazze

Schwazze (OTCQX: SHWZ) (Cboe CA: SHWZ) is building a premier vertically integrated regional cannabis company with assets in Colorado and New Mexico and will continue to explore taking its operating system to other states where it can develop a differentiated regional leadership position. Schwazze is the parent company of a portfolio of leading cannabis businesses and brands spanning seed to sale.

Schwazze is anchored by a high-performance culture that combines customer-centric thinking and data science to test, measure, and drive decisions and outcomes. The Company’s leadership team has deep expertise in retailing, wholesaling, and building consumer brands at Fortune 500 companies as well as in the cannabis sector.

Medicine Man Technologies, Inc. was Schwazze’s former operating trade name. The corporate entity continues to be named Medicine Man Technologies, Inc. Schwazze derives its name from the pruning technique of a cannabis plant to enhance plant structure and promote healthy growth. To learn more about Schwazze, visit https://schwazze.com/.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include financial outlooks; any projections of net sales, earnings, or other financial items; any statements of the strategies, plans and objectives of our management team for future operations; expectations in connection with the Company’s previously announced business plans; any statements regarding future economic conditions or performance; and statements regarding the intent, belief or current expectations of our management team. Such statements may be preceded by the words “may,” “will,” “could,” “would,” “should,” “expect,” “intends,” “plans,” “strategy,” “prospects,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other words of similar meaning in connection with a discussion of future events or future operating or financial performance, although the absence of these words does not necessarily mean that a statement is not forward-looking. We have based our forward-looking statements on management’s current expectations and assumptions about future events and trends affecting our business and industry. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Therefore, forward-looking statements are not guarantees of future events or 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 events and 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) regulatory limitations on our products and services and the uncertainty in the application of federal, state, and local laws to our business, and any changes in such laws; (ii) our ability to manufacture our products and product candidates on a commercial scale on our own or in collaboration with third parties; (iii) our ability to identify, consummate, and integrate anticipated acquisitions; (iv) general industry and economic conditions; (v) our ability to access adequate capital upon terms and conditions that are acceptable to us; (vi) our ability to pay interest and principal on outstanding debt when due; (vii) volatility in credit and market conditions; (viii) the loss of one or more key executives or other key employees; and (ix) other risks and uncertainties related to the cannabis market and our business strategy. 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.

Investor Relations Contact
Sean Mansouri, CFA or Aaron D’Souza
Elevate IR
(720) 330-2829
[email protected]

MEDICINE MAN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
For the Periods Ended March 31, 2024 and December 31, 2023
Expressed in U.S. Dollars

 March 31,

December 31, 

2024

2023

 

ASSETS

 

Current Assets

Cash & Cash Equivalents

$

13,151,317

$

19,248,932

Accounts Receivable, net of Allowance for Doubtful Accounts

3,356,032

4,261,159

Inventory

26,382,184

25,787,793

Marketable Securities, net of Unrealized Loss of $347,516 and Loss of $1,816, respectively

108,583

456,099

Prepaid Expenses & Other Current Assets

3,502,310

3,914,064

Total Current Assets

46,500,426

53,668,047

Non-Current Assets

Fixed Assets, net Accumulated Depreciation of $10,061,700 and $8,741,782, respectively

31,326,000

31,113,630

Investments

2,000,000

2,000,000

Investments Held for Sale

202,111

Goodwill

67,492,705

67,499,199

Intangible Assets, net Accumulated Amortization of $36,483,160 and $32,706,765, respectively

162,391,482

166,167,877

Other Non-Current Assets

1,328,187

1,263,837

Operating Lease Right of Use Assets

34,575,832

34,233,142

Deferred Tax Assets, net

992,144

1,996,489

Total Non-Current Assets

300,106,350

304,476,285

Total Assets

$

346,606,776

$

358,144,332

 

LIABILITIES & STOCKHOLDERS’ EQUITY

 

Current Liabilities

Accounts Payable

$

9,443,233

$

13,341,561

Accrued Expenses

8,106,618

7,774,691

Derivative Liabilities

1,319,845

638,020

Lease Liabilities – Current

5,186,316

4,922,724

Current Portion of Long Term Debt

29,579,713

3,547,011

Income Taxes Payable

28,235,039

25,232,782

Total Current Liabilities

81,870,764

55,456,789

Non-Current Liabilities

Long Term Debt, net of Debt Discount & Issuance Costs

130,120,753

153,262,203

Lease Liabilities – Non-Current

30,735,072

30,133,452

Total Non-Current Liabilities

160,855,825

183,395,655

Total Liabilities

$

242,726,589

$

238,852,444

Stockholders’ Equity

Preferred Stock, $0.001 Par Value. 10,000,000 Shares Authorized; 82,185 Shares Issued and

82,185 Outstanding as of March 31, 2024 and 85,534 Shares Issued and 85,534 Outstanding as of

December 31, 2023.

82

86

Common Stock, $0.001 Par Value. 250,000,000 Shares Authorized; 79,168,539 Shares Issued

and 78,248,389 Shares Outstanding as of March 31, 2024 and 74,888,392 Shares Issued

and 73,968,242 Shares Outstanding as of December 31, 2023.

79,169

74,888

Additional Paid-In Capital

202,677,665

202,040,968

Accumulated Deficit

(96,843,602)

(80,790,927)

Common Stock Held in Treasury, at Cost, 920,150 Shares Held as of March 31, 2024 and

920,150 Shares Held as of December 31, 2023.

(2,033,127)

(2,033,127)

Total Stockholders’ Equity

103,880,187

119,291,888

Total Liabilities & Stockholders’ Equity

$

346,606,776

$

358,144,332

MEDICINE MAN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND (LOSS)
For the Periods Ended March 31, 2024 and 2023
Expressed in U.S. Dollars

For the Three Months Ended

March 31,

2024

2023

(Unaudited)

(Unaudited)

Operating Revenues

Retail

$

37,633,252

$

35,820,111

Wholesale

3,898,320

4,058,925

Other

69,421

121,900

Total Revenue

41,600,993

40,000,936

Total Cost of Goods & Services

23,667,319

18,152,163

Gross Profit

17,933,674

21,848,773

Operating Expenses

Selling, General and Administrative Expenses

11,835,818

10,100,934

Professional Services

1,671,881

1,187,364

Salaries

6,880,988

4,695,971

Stock Based Compensation

253,916

214,544

Total Operating Expenses

20,642,603

16,198,813

Income from Operations

(2,708,929)

5,649,960

Other Income (Expense)

Interest Expense, net

(8,307,369)

(7,745,854)

Unrealized Gain (Loss) on Derivative Liabilities

(681,825)

8,501,685

Other Loss

10,500

Loss on Investment

(33,382)

Unrealized Gain on Investment

(347,516)

1,816

Total Other Income (Expense)

(9,359,592)

757,647

Pre-Tax Net Income (Loss)

(12,068,521)

6,407,607

Provision for Income Taxes

3,984,154

4,662,178

Net Income (Loss)

$

(16,052,675)

$

1,745,429

Less: Accumulated Preferred Stock Dividends for the Period

(2,155,259)

(2,029,394)

Net Income (Loss) Attributable to Common Stockholders

$

(18,207,934)

$

(283,965)

Earnings (Loss) per Share Attributable to Common Stockholders

Basic Earnings (Loss) per Share

$

(0.24)

$

(0.01)

Diluted Earnings (Loss) per Share

$

(0.24)

$

(0.06)

Weighted Average Number of Shares Outstanding – Basic

76,006,932

55,835,501

Weighted Average Number of Shares Outstanding – Diluted

76,006,932

101,608,278

Comprehensive Income (Loss)

$

(16,052,675)

$

1,745,429

MEDICINE MAN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Periods Ended March 31, 2024 and 2023
Expressed in U.S. Dollars

For the Three Months Ended

March 31,

2024

2023

(Unaudited)

(Unaudited)

Cash Flows from Operating Activities:

Net Income (Loss) for the Period

$

(16,052,675)

$

1,745,429

Adjustments to Reconcile Net Income (Loss) to Cash for Operating Activities

Depreciation & Amortization

5,096,314

6,151,395

Non-Cash Interest Expense

1,031,431

991,184

Non-Cash Lease Expense

2,871,226

2,251,459

Deferred Taxes

1,004,345

(637,225)

Loss on Investment

202,111

Change in Derivative Liabilities

681,825

(8,501,685)

Amortization of Debt Issuance Costs

421,512

421,513

Amortization of Debt Discount

2,303,246

1,999,933

(Gain) Loss on Investments, net

347,516

(1,816)

Stock Based Compensation

640,974

214,544

Changes in Operating Assets & Liabilities (net of Acquired Amounts):

Accounts Receivable

905,127

(118,181)

Inventory

(587,900)

(3,023,251)

Prepaid Expenses & Other Current Assets

411,754

(3,036,801)

Other Assets

(64,350)

360,674

Change in Operating Lease Liabilities

(2,348,703)

(1,531,765)

Accounts Payable & Other Liabilities

(3,566,401)

(3,464,671)

Income Taxes Payable

3,002,257

5,299,403

Net Cash Provided by (Used in) Operating Activities

(3,700,390)

(879,861)

Cash Flows from Investing Activities:

Collection of Notes Receivable

10,631

Purchase of Fixed Assets

(1,532,287)

(2,913,394)

Net Cash Provided by (Used in) Investing Activities

(1,532,287)

(2,902,763)

Cash Flows from Financing Activities:

Payment on Notes Payable

(864,938)

Net Cash Provided by (Used in) Financing Activities

(864,938)

Net (Decrease) in Cash & Cash Equivalents

(6,097,615)

(3,782,624)

Cash & Cash Equivalents at Beginning of Period

19,248,932

38,949,253

Cash & Cash Equivalents at End of Period

$

13,151,317

$

35,166,628

Supplemental Disclosure of Cash Flow Information:

Cash Paid for Interest

$

4,515,205

$

6,540,748

MEDICINE MAN TECHNOLOGIES, INC.
ADJUSTED EBITDA RECONCILIATION (NON-GAAP)
For the Periods Ended March 31, 2024 and 2023
Expressed in U.S. Dollars

For the Three Months Ended

March 31,

2024

2023

Net Income (Loss)

$

(16,052,675)

$

1,745,429

Interest Expense, net

8,307,369

7,745,854

Provision for Income Taxes

3,984,154

4,662,178

Other (Income) Expense, net of Interest Expense

1,052,223

(8,503,501)

Depreciation & Amortization

5,618,834

6,612,814

Earnings Before Interest, Taxes, Depreciation and

Amortization (EBITDA) (non-GAAP)

$

2,909,905

$

12,262,774

Non-Cash Stock Compensation

253,916

214,544

Deal Related Expenses

637,761

1,195,802

Capital Raise Related Expenses

20,760

35,068

Severance

484,561

118,436

Retention Program Expenses

807,500

280,632

Pre-Operating & Dark Carry Expenses

1,053,837

391,917

One-Time Legal Settlements

417,653

Other Non-Recurring Items

754,751

25,707

Adjusted EBITDA (non-GAAP)

$

7,340,644

$

14,524,880

Revenue

41,600,993

40,000,936

Adjusted EBITDA Percent

17.6 %

36.3 %

View original content:https://www.prnewswire.co.uk/news-releases/schwazze-announces-first-quarter-2024-financial-results-302146858.html

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