Stem Holdings Closes on the Acquisition of Yerba Buena

BOCA RATON, Fla., July 02, 2019 (GLOBE NEWSWIRE) -- Stem Holdings, Inc. STMHSTEM (the "Company" or "Stem"), is pleased to announce that it has received regulatory approval from the Oregon Liquor Control Commission (OLCC) and officially closed the acquisition of Yerba Oregon, LLC d/b/a Yerba Buena ("Yerba Buena"), previously announced on October 10, 2018. Yerba Buena operates an award-winning state-of-the-art cultivation facility equipped with an in-house genetics program and a cannabis library consisting of a few hundred strains.

Under the terms of the definitive agreement, Stem will: (i) pay $350,000 USD in cash; (ii) enter into a $400,000 USD non-negotiable promissory note; and (iii) issue $3.86 million USD in Stem common shares to be issued in two tranches, with $1.58 million USD to be issued on closing at the then prevailing market price and $2.28 million USD to be issued in July 2019 at the then prevailing market price.  

"Yerba Buena is an extraordinary brand that has set a high standard for sustainable cannabis growing practices and positive workplace environment," says Adam Berk, Stem's CEO. "The expertise and intellectual property assets that the Yerba Buena organization brings to Stem will expand our market positioning in Oregon and help accelerate our expansion efforts into other states."

"This merger provides Yerba Buena the opportunity to provide safe, sustainably produced cannabis on a much larger scale," says Preston Greene, General Manager of Yerba Buena.

Beyond being the only cannabis cultivator in the country to hold both Clean Green™ and Certified Kind responsible agriculture credentials, Yerba Buena has also developed an advanced, in-house cannabis genetics program that has generated a seed stock collection of a few hundred cultivars. Many of the proprietary Yerba Buena genetics have won numerous industry awards including Best CBD strain at the Cultivation Classic for two years running and Best Sativa and Best CBD strain at the Oregon Dope Cup. The cultivars are popular among consumers in Oregon market. Yerba Buena has been named Best Cannabis Farm in Portland 2018 and 2019.

Yerba Buena is consistently recognized for their workplace culture. Accolades include "50 Best Companies to Work for in Cannabis" by MG magazine and Entrepreneur Magazine's "Top 100 Cannabis Companies", and Yerba Buena made the 2019 list of the "100 Best Companies to Work for in Oregon" by Oregon Business Magazine. In addition, Yerba Buena was listed in Oregon's Top 10 Green Workplaces in 2017, 2018 and 2019 in acknowledgment for its sustainability efforts.

ABOUT STEM HOLDINGS, INC.

As a vertically integrated cannabis company, Stem has positioned itself as a pioneer in the industry with its state-of-the-art cultivation, processing, extraction, retail, and distribution processes. Stem has an interest in, or is in the process of acquiring an interest in, cannabis facilities in Nevada, Oklahoma, Oregon and California, and also participates in a research project in collaboration with Cornell University. Utilizing proprietary, sustainable cultivation techniques, Stem, or its affiliates, develop exceptional products that are safe and consist of lab-tested cannabis and CBD. Stem's partner consumer brands are award-winning and nationally known, and include: cultivators, TJ's Gardens and Yerba Buena; retail brands, Stem and TJ's; infused product manufacturers, Cannavore and Supernatural Honey; and a CBD company, Dose-ology. Stem's mission in supporting the health and happiness of people and the safety of the planet is evident through the Company's continued recognition for its community involvement, employee diversification and a top place to work in cannabis, dedication to environmental causes and outstanding leadership in the cannabis industry.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the management of Stem with respect to future business activities. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and include information regarding: the expansion of Stem's market following the acquisition of Yerba Buena and Stem's ability to scale its operations.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the management of Stem's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Stem believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; adverse changes in the public perception of cannabis; construction delays; decreases in the prevailing prices for cannabis and cannabis products in the markets that the Company operates in; adverse changes in applicable laws; adverse changes in the application or enforcement of current laws, including those related to taxation; the inability to locate and acquire suitable companies, properties and assets necessary to execute on the Company's business plans; political risk; and increasing costs of compliance with extensive government regulation. This forward-looking information may be affected by risks and uncertainties in the business of Stem and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Stem has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Stem does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

No securities regulatory authority has in any way passed upon the merits of the proposed transactions described in this news release or has approved or disapproved of the contents of this news release.

For further information, please contact:

Media Contact:
Mauria Betts
Director of Branding and Public Relations
(971) 266-1908
mauria@stemholdings.com

Investor Relations:

John Mills
ICR, LLC
(646) 277-1254
john.mills@ICRinc.com