TREES CORPORATION ANNOUNCES CLOSING OF ACQUISITION OF MIRACULO INC. AND MANAGEMENT CHANGES

TORONTO, March 15, 2022 /CNW/ – Tree Society (NEO: TREE) (the “Company” Where “Trees“), a leading Canadian cannabis retailer, is pleased to announce that it has completed the previously announced acquisition of Miraculo Inc. (“Miracle“) pursuant to a merger agreement dated February 7, 2022 (the “Merger Agreement“) by which Miraculo merged with 1000101203 Ontario Inc.a wholly owned subsidiary of the Company (“Trees Sub-company“), to form a merged entity (“Amalco“) in order to effect a three-party merger (the “Merger“) whereby Trees acquired all of the issued and outstanding shares of Miraculo (“Miracle Shares“).

Upon closing of the merger, Michael Klein, former Chief Executive Officer of Miraculo, has been named Chief Executive Officer of the Company. Moreover, both Mr. Klein and G. Scott Paterson were appointed to the Company’s Board of Directors.

Mr. KleinCEO of the company, said, “By combining Trees and Miraculo, we have created a ‘now’ cannabis company at the intersection of content, community and commerce. By integrating our technology, data, storytelling and rapidly growing retail footprint, we aim to unlock and capture emerging consumer segments on our platforms.”

Mr. HolmgrenPresident and Chief Financial Officer, said, “The closing of the Miraculo transaction is an important fundamental part of the complete overhaul of the Trees brand. Trees will be a new kind of cannabis business in an industry plagued by a narrow definition of consumer. . We are creating a more inclusive environment for those curious about cannabis while remaining a leader in the adult consumer market.

Miraculo is an integrated media, technology and consumer products company serving the needs of underrepresented audiences in the medical cannabis and CBD markets. Miraculo has launched several vertical markets, including “cannabisMD.com”, a consumer education platform designed to help guide consumers as they explore the benefits of medical cannabis and CBD; and “askCMD.com”, a proprietary recommendation engine guiding consumers to the CBD products that best meet their needs.

Fusion

Under the terms of the merger agreement, each common share in the capital of Trees Subco was exchanged for one common share in the capital of Amalco. Miraculo Shares held by Miraculo shareholders were exchanged on a pro rata basis of a total of 13,639,917 ordinary shares in the capital of Trees (“Tree actions“) and a total of 6,819,922 Trees stock warrants exercisable at a price of $0.11 per share up to December 31, 2024.

Transaction with a related party

As Fraser Clark was, until the closing of the merger, a director and shareholder of both Trees and Miraculo, the acquisition constituted a “related party transaction” under Multilateral Instrument 61-101 Protection of holders of minority securities in special transactions (“MI 61-101 The Company relied on an exemption from the formal valuation and minority shareholder approval requirements under NI 61-101 because the fair market value (as that term is defined in NI 61- 101) of the shares of Trees issuable in connection with the merger shall not exceed 25% of the market capitalization of the Company. The entering into of the merger agreement and the transactions contemplated by it, including the merger, have been reviewed and approved by non-conflicting board members.

About trees

Trees is a cannabis company at the intersection of community, content and commerce. Publicly listed, Trees offers a differentiated retail experience, combined with digital platforms that aim to educate and amplify, unlock emerging consumer segments and states of need that allow Trees to uniquely own the consumer of cannabis 360°. The company has 11 Trees-branded storefronts in Canadaincluding seven (7) stores owned and operated in Ontario and four (4) stores operated in British Columbia (“Before Christ. “), subject to the closing of the acquisition of the shares or assets of 101 pursuant to the terms of the second amended and restated asset purchase agreement (the “101 To buy OK“) entered into between Trees and 101. The closing of the transactions contemplated by the agreement to purchase 101 is subject to certain conditions precedent, including the receipt of certain license approvals and related regulatory consents.

Caution Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking information” (“forward-looking information“) within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as of the date of this press release. Any statement that discusses predictions, expectations, beliefs, plans, projections, goals, assumptions, future events or performance (often, but not always, using expressions such as “expects”, or “does not expect”, “is planned”, “anticipates” or “does not anticipate”, “plans”, “budget”, “expected”, “forecasts”, “estimates”, “believes” or “intends” or variations of these words and phrases or indicating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be expected to occur or be achieved ) are not statements of historical fact and may be forward-looking information. see.

Forward-looking statements contained herein include, among other things, statements relating to tree’s expectations regarding the expansion of the company’s business footprint in Canada going forward, expectations around the company’s ability to unlock and capture emerging consumer segments on its platforms, expectations around the Trees brand revamp, building a new type of cannabis business, and creating a more inclusive environment for those curious about cannabis, expectations regarding the Company remaining a leader in the adult consumer market, expectations regarding the Company’s ability to engage its customers and new consumer segments and needs, expectations of becoming one of the from Canada major cannabis retailers, the completion of the transactions contemplated in the Purchase 101 Agreement and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or other future events, to be materially different from the results, performance or future achievements expressed or implied by such forward-looking statements. These factors and risks include, among others: (a) the Company may need additional funding from time to time in order to continue its operations which may not be available when needed or on acceptable terms; (b) compliance with extensive government regulation; (c) domestic and foreign laws and regulations could adversely affect the Company’s business and results of operations; (d) stock markets have experienced volatility that has often been unrelated to the performance of the companies and such fluctuations may adversely affect the price of the Company’s securities, regardless of its operating peers; e) adverse changes in public perception of cannabis; (f) the impact of COVID-19; and (g) general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release.

The forward-looking information contained in this press release represents the Company’s expectations as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely on such information as of any other date. The Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change.

The NEO Exchange has neither approved nor disapproved of the contents of this press release and accepts no responsibility for the adequacy or accuracy of this release.

THE SOURCE Tree Society

© Canada Newswire, source Canada Newswire English

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