DENVER and TORONTO, May 07, 2019 (GLOBE NEWSWIRE) -- MJardin Group, Inc. (“MJardin” or “the Company”) (CSE: MJAR) (OTCQX: MJARF), a leader in premium cannabis production, today announced its financial and operating results for the year ending December 31, 2018. All amounts are expressed in Canadian dollars unless otherwise indicated.



Revenue increased 38% Y-o-Y to $27.5 million;

Completed the acquisition of GrowForce Holdings Inc. (“GrowForce”), a Canadian LP with a footprint in 3 Canadian provinces, estimated run rate production of 24,400 KG and strong strategic relationships with several First Nations;

Completed the acquisition of the assets of F&L Investments LLC (“Cheyenne”), a facility located in Las Vegas, Nevada, with expected production capacity of approximately 5,800 KG;

Received Cultivation and Sale licenses for the Company’s facility located in Brampton, ON (“WILL”) and completed first sale of product;

From the first harvest in May 2018, MJardin’s WILL facility has produced average yields of 87 grams of flower and extractable trim per square foot of bench space, which management believes to be amongst the top yields in the industry.

Subsequent Events

January 6, 2019, the Company announced a definitive agreement with Rama First Nation to construct and operate a cultivation and retail complex. This joint venture, 51% owned by Rama First Nation and 49% owned by MJardin, is strategically located across from Rama Casino with 3 million visitors annually.

On April 1, 2019, MJardin announced the sale of 11% of its position in AtlantiCann Medical Inc. to the 13 Mi’kmaq Nova Scotia First Nations. In connection with this agreement, MJardin continues to explore potential retail partnerships between the Company and the Mi’kmaq First Nations in Nova Scotia. The proceeds of this transaction were utilized to pay-down existing debt.

On April 22, 2019, the Company announced the acquisition of Carson City Agency Solutions dba Cannabella (“Cannabella”), a leading Nevada producer of edible products with distribution throughout the state. Cannabella’s capabilities position MJardin to drive stronger margins from its existing Cheyenne facility as products are transferred into more value-add segments of the supply chain. The Company expects this transaction to close in the third quarter of 2019.

In May 2019, MJardin anticipates the completion of construction of the Company’s 75% owned “GRO” facility. Upon completion, the Company will submit an Evidence of Readiness to Health Canada for the purposes of receiving a Cultivation and Processing License.

2018 Year End Financial Highlights

Total Revenue of $27.5 million, compared to $19.9 million in 2017

Adjusted net loss from operations of ($27.4) million, excluding share based compensation

Adjusted EBITDA of ($12.2) million

Select 2018 Operational Highlights

Asset Snapshot as of Dec 2018 Location Ownership Structure Facilities Total Production Volume Canada Owned/JV Partnerships 4 Cultivation 20,300 kg owned/ 24,400 kg managed US- Nevada Owned 1* 5,800 kg US- Colorado Staffing and Advisory Services 15 Cultivation, 7 Retail 20,800 kg *pending license approval

Identified the Canadian market as a key strategic position for MJardin’s portfolio and acquired GrowForce



Established partnerships with First Nations in three Canadian Provinces for cannabis cultivation, processing, distribution and retail opportunities. Peguis First Nation in Manitoba, all 13 Mi’kmaq First Nations in Nova Scotia and Chippewas of Rama First Nation in Ontario



Received both Cultivation and Sales licenses by Health Canada for WILL facility in Brampton, Ontario



Completed first commercial sale from WILL in December 2018



Received both Cultivation and Processing licenses by Health Canada at AtlantiCann Medical Inc. (AMI) facility in Lower Sackville, Nova Scotia



Entered into the Nevada market with the purchase of the assets of F&L Investments LLC (“Cheyenne”), with agreement to transfer licenses once MJardin receives regulatory approval from Nevada adding 30,000 square feet of indoor cultivation to the portfolio

Quote from CEO about 2018

“2018 was a year of significant change in the company as we expanded in to another US state, entered the Canadian market via acquisition, and became a publicly traded company on both the CSE and OTC,” remarked Adrian Montgomery, Chairman of the Board and Interim CEO. “In addition, we have restructured our corporate size and organization to better integrate and align with our core business goals in both countries. We are in a healthy position moving into 2019 and are proud to focus on what we do best, deliver high yield premium cannabis that the market will appreciate.”

Summary of Annual Results

For the period ended

December 31, 2018

$ For the period ended

December 31, 2017

$ Revenue 27,505,742 19,938,168 Cost of sales (15,855,745 ) - Gross Margin 11,649,997 19,938,168 Operating Expenses Depreciation 667,106 57,757 Payroll and benefits 8,426,716 15,450,905 Stock based compensation 19,248,717 - Sales General and Administrative 18,609,918 2,836,399 Bad Debts 1,734,205 - Agent - stock based compensation 9,590,105 - Total operating expenses (58,276,767 ) (18,345,061 ) Net Income (Loss) From Continuing Operations (46,626,770 ) 1,593,107 Interest expenses (6,526,231 ) (125,167 ) Equity pick up from AMI (125,054 ) - Other gains (losses) (135,069 ) 22,983 Impairment on promissory note (5,249,992 ) - Settlement on GMI Royalty on sales (21,785,920 ) - Listing expense (2,758,683 ) - Realized loss on foreign exchange (1,118,694 ) - Total other expenses (income) net (37,699,643 ) (102,184 ) Net income (loss) (84,326,413 ) 1,490,923 Income Tax Recovery 78,168 - Net Income (84,248,245 ) 1,490,923 Other Comprehensive Income Fair value change in derivatives - - Foreign currency translation adjustment gain (loss) 3,884,389 - (80,363,856 ) 1,490,923 Comprehensive (loss) income Net (loss) attributable to owners of the company (80,357,404 ) - Non-controlling interests (6,452 ) - (80,363,856 ) 1,490,923





For the period ended

December 31, 2018

$ For the period ended

December 31, 2017

$ EBITDA (77,133,076 ) 1,673,847 Adjustments: Add: Impairment on promissory note 5,249,992 - Add: Stock-based compensation 28,838,822 - Add: Settlement on GMI Royalty on sales 21,785,920 - Add: RTO listing expenses 2,758,683 - Add: GFH acquisition - advisory fees 5,101,297 - Add: Realized loss on foreign exchange 1,118,694 - Add: Equity loss from AMI 125,054 - Adjusted EBITDA (12,154,614 ) 1,673,847

Non-IFRS Measures

EBITDA, Adjusted EBITDA and Adjusted Net Loss from Operations are non-IFRS measures that the company uses to assess its operating performance.

EBITDA is defined as [net earnings (loss) before net finance costs, income tax expense (benefit) and depreciation and amortization expense].

Adjusted EBITDA is defined as EBITDA adjusted to exclude: Impairment, settlements, stock-based compensation, advisory fees and listing expenses, loss on foreign exchange and loss from equity investments.

Adjusted Net Loss from Operations is defined as operating income (loss) adjusted to exclude: Share based compensation.

The company uses these non-IFRS measures to provide investors and others with supplemental measures of its operating performance. The company believes these non-IFRS measures are important supplemental measures of operating performance because they eliminate items that have less bearing on the company’s operating performance and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS financial measures. The company also believes that securities analysts, investors and other interested parties frequently use these non-IFRS measures in the evaluation of issuers, many of which present similar metrics when reporting their results. As other companies may calculate these non-IFRS measures differently than the company, these metrics may not be comparable to similarly titled measures reported by other companies.

2019 Outlook

After an acquisitive 2018, MJardin has streamlined operations and remains focused on executing our goals of completing construction on all current facilities, as well as the planned expansion to double capacity at the Cheyenne facility. Management remains focused on drawing from its 10+ years of commercially growing cannabis at scale in order to maximize production from the Company’s existing portfolio of assets. The Canadian cannabis market remains in its infancy with legalization only occurring in the fourth quarter of 2018. As such, we continue to witness issues across the sector regarding the scalability and commercialization of planned production. MJardin is confident that our cultivation expertise will enable the Company to materially increase production into the remainder of 2019 and continue to command premium pricing for sales of both trim and dried flower.

“WILL” - Cultivation Facility in Brampton, Ontario: The Company continues to make progress on the planned expansion of the 32,800 sq. ft WILL Cannabis facility with all incremental construction scheduled to be completed by Q3 2019. These improvements will enable MJardin to increase production to approximately 3,000 KG per year of high yield, premium cannabis.

“AMI” – Cultivation Facility in Lower Sackville, Nova Scotia: The three-way joint-venture between Nova Scotia Mi’kmaq (51%), MJardin Group (39%) and the Halef Group (10%) reached full grow production of its 48,000 square foot indoor facility Phase 1, in only four months from receiving its cultivation and processing license in December 2018. Construction of Phase 2’s 20,000 square foot expansion is currently underway and expected to be completed within the fourth quarter of 2019. Additionally, AMI is currently in the initial stages of establishing an extractions facility within the existing facility at Lower Sackville and is currently pursing GMP certification for both the extractions and cultivation facilities. The Company believes this diversified product mix will drive strong revenue and margins from the facility once refined products become legalized in the fourth quarter of 2019.

“GRO” – Cultivation Facility in Dunville, Ontario: The joint-venture between MJardin Group (75%) and Grand River Organics (25%) is near construction completion of its 11,000 square foot indoor facility and on track for its next Health Canada licensing stage. The Company expects its first commercial sale from the facility in third quarter of 2019.

“WARMAN” – Cultivation Facility in Winnipeg, Manitoba: The 100% MJardin owned facility is nearing Phase 1 completion within the 120,000 square foot facility. This is the Company’s largest asset in Canada and the US and the Company expects receipt of a Cultivation & Processing license from Health Canada by the fourth quarter of 2019.

US Owned Operations: With the anticipated closing of the previously announced transaction of “Cheyenne” in Carson City, Nevada and completion of the facility build out, MJardin anticipates increased EBITDA margins as production from Cheyenne via recently acquired “Cannabella” moves into more value-added refined products vs. sales of dried flower alone.

Premium Wholesale Pricing: Due to the high quality of MJardin’s production of cannabis strains, the Company continues to receive premium pricing on all LP-to-LP product sales from the Company’s WILL facility. MJardin expects this favorable pricing to continue for the duration of 2019 and be captured by other facilities as they come online.

Management and Board Composition

Effective immediately, Mr. Rishi Gautam has resigned from the MJardin’s Board of Directors. The Company and The Board of Directors wish to thank Rishi Gautam for his contributions to the Company and wish him well in his future endeavors. The Board has filled this vacancy and appointed Mr. James Lowe.

Mr. Lowe founded and operates Cloud 9 Support, LLC, a horticulture supply firm. Mr. Lowe co-founded and served as President of Cultivation for MJardin from 2014 to 2017, while scaling it be one of the largest advisory cannabis cultivators in the world. In 2015, he co-founded and still serves as managing partner for Potco, LLC, a medical marijuana dispensary and cultivation brand, and in 2016 founded and owns 100% of Next1 Labs, currently the largest provider of high terpene/live resin oils in the state of Colorado. In addition to the foregoing, Mr. Lowe has been employed as head of cultivation for Cannabis for Health, and as a cultivation advisor to LightShade Labs.

In addition, Mr. Francis Knuettel II, Chief Strategy Officer and Mr. Jorge Boone, Chief Operating Officer, have resigned from the Company, effective immediately. The Board of Directors has appointed Mr. Pat Witcher as Chief Operating Officer, effective immediately.

Mr. Witcher is a former law enforcement officer with the United States Drug Enforcement Administration and the Kansas City Police Department. Witcher was most recently the President of Central and Western North America for MJardin. Prior to this, Mr. Witcher served as the Chief Compliance Officer at MJardin from October 2017 to April 2018 and the President of Buddy Boy Brands, one of the largest cannabis retail operations in Colorado from 2014 to 2017.

A comprehensive discussion of MJardin’s financial position can be found in the annual management discussion and analysis that is filed on SEDAR and can be found at www.sedar.com.

About MJardin Group

MJardin is a cannabis management platform with extensive experience in cultivation, processing, distribution and retail. For over 10 years, MJardin has refined cultivation methodologies, developed state of the art facilities and implemented vertical integration for and on behalf of license owners. MJardin is based in Denver, Colorado and Toronto, Canada. For more information, please visit www.mjardin.com

The CSE has not in any way passed upon the merits of and has neither approved nor disapproved the contents of this news release.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Information

This news release contains forward-looking information based on current expectations. Statements about, among other things, future developments and the business and operations of MJardin, our production capacity, our production results, trading of MJardin’s shares on the OTCQX Best Market, the closing of the Transaction, the receipt of any pending regulatory approvals or licenses, the growth of our global footprint and our intentions to leverage our scale for continued organic growth and to pursue strategic investments are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Such factors include, but are not limited to: our ability to identify and pursue growth, financing and other strategic objectives, and the regulatory and economic environments in the jurisdictions we operate or intend to operate or invest in. Although such statements are based on management’s reasonable assumptions at the date such statements are made, there can be no assurance that the proposed acquisition will occur and that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers should not place undue reliance on the forward-looking information. MJardin assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.

Management Call

The Company will host a conference call on Friday, May 10, 2019 at 11:00 am ET. Adrian Montgomery, Chairman, and Chris Seto, Chief Financial Officer, will discuss the Company’s financial results and growth strategy.

To access the call, please dial 1-866-575-6539 or 1-323-794-2575. A replay of the conference call will be available from 2:00 pm ET on May 10, 2019, until 11:59 pm ET, May 24, 2019. To access the replay, call 1-844-512-2921 or 1-412-317-6671, followed by passcode 5632963.

INVESTOR CONTACT: Ali Mahdavi

Capital Markets & Investor Relations

416-962-3300

Ali.mahdavi@MJardin.com

Chris Seto

Chief Financial Officer

647-242-0615

Chris.Seto@Mjardin.com





