MJardin Group Announces Suspension of Activities at Warman Facility and Launches Sales and Investment Solicitation Process for both Canadian and US Assets

DENVER and TORONTO, July 12, 2021 (GLOBE NEWSWIRE) -- MJardin Group, Inc. (“MJardin” or the “Company”) (CSE: MJAR) (OTCQX: MJARF), a leader in premium cannabis production, today announced that it has decided to suspend construction and certain business activities at the Company’s Warman facility (“Warman” or the “Facility”), effective July 12, 2021. Additionally, the Company has announced that, as a part of its previously announced restructuring engagement with Restructur Advisors (“RA”), it has launched a Sales and Investment Solicitation Process (“SISP”) relating to the Company, and all its Canadian and US assets.

Warman Suspension

In response to market conditions, the Company is placing Warman into care and maintenance until further notice. The Company will keep the Facility’s Health Canada licensing in place and retains the option, at the Company’s sole discretion, to take the Facility out of care and maintenance or if circumstances require, completely shut down Warman. The suspension of ongoing construction and certain business activities at Warman required the Company to terminate seventeen (17) employees in Canada and the United States and will enable the Company to preserve cashflow while it facilitates the SISP. The Company remains in constant dialogue with its business partners at Warman, as it works to identify potential transactions in respect of the Facility.

SISP Process

Further to the Company’s April 30, 2021 press release announcing the formation of a special committee of independent members of the board of directors (the “Special Committee”), the Special Committee has recommended that MJardin conduct a formal, wide ranging SISP in order to identify all potential options to maximize value for all of the Company’s stakeholders. In response, RA, with the Company’s management team, commenced the SISP on or about July 12, 2021, seeking expressions of interest, in any combination, in respect of the Company, its assets, and the Company’s CSE listing. All interested parties are invited to contact:

Blair Jordan at Restructur Advisors: blair.jordan@restructuradvisors.com; and
Ben Powell at MJardin: ben.powell@mjardin.com

The data and diligence phase of the SISP is currently expected to conclude on August 12, 2021 – interested parties are encouraged to make contact as soon as possible.

About MJardin Group

MJardin Group’s mission is to set the standard for successful ownership of assets in the cannabis industry. Our founders spent a decade refining cultivation methodology, collecting and implementing data driven standards and designing state of the art facilities. Today, MJardin Group owns multiple operations in Canada, supplying the market with premium products. MJardin Group is publicly listed on the CSE (MJAR) and headquartered in Toronto, Ontario and Denver, Colorado.

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 press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as, ‘may’, ‘will’, ‘should’, ‘could’, ‘would’, ‘expects’, ‘intends’, ‘plans’, ‘anticipates’, ‘believes’, ‘estimates’, ‘projects’, ‘predicts’, ‘potential’, ‘outlook’ or ‘continue’ or the negative of those forms or other comparable terms. Statements about, among other things, future developments in the business and operations of MJardin, the approval by the Nevada regulatory authorities of the license transfer to Harvest with respect to the Cheyenne facility, the use of proceeds from the Cheyenne facility sale, the suspension and potential shutdown of the Facility, the SISP and any potential outcomes thereof, and statements regarding the potential, timing, and examples of any strategic alternatives, contain forward-looking information. These statements should not be read as guarantees of future performance or results. The Company’s forward-looking information and forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and forward-looking statements, including but not limited to: our ability to identify and pursue growth, financing and other strategic objectives, general market conditions, and the regulatory and economic environments in the jurisdictions we operate or intend to operate or invest in. Reference should also be made to the risks and uncertainties which are discussed in greater detail in the “Risk Factors” section of the Company’s Annual Management’s Discussion and Analysis filed on SEDAR and as described from time to time in documents filed by the Company with Canadian securities regulatory authorities. Readers are cautioned that the foregoing list of factors is not exhaustive. Although such statements are based on management’s reasonable assumptions at the date such statements are made, there can be no assurance that any proposed transactions will occur or 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 and forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking information and forward-looking statements. No assurances are given as to the future trading price or trading volumes of MJardin Group’s shares, nor as to the Company’s financial performance in future financial periods. The Company does not intend to update any of these factors or to publicly announce the result of any revisions to any of the Company’s forward-looking information and forward-looking statements contained herein, whether as a result of new information, any future event or otherwise. Except as otherwise indicated, this press release speaks as of the date hereof. The distribution of this press release does not imply that there has been no change in the affairs of the Company after the date hereof or create any duty or commitment to update or supplement any information provided in this press release or otherwise. MJardin Group assumes no responsibility to update or revise forward-looking information and forward-looking statements to reflect new events or circumstances unless required by applicable law.

Caution Regarding Cannabis Operations in the United States

Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Cannabis remains a Schedule I drug under the US Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable US federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve the Company of liability under US federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company. The enforcement of federal laws in the United States is a significant risk to the business of the Company and any proceedings brought against the Company thereunder may adversely affect the Company’s operations and financial performance.

Investor Contact

Blair Jordan
Board Member
blair.jordan@restructuradvisors.com

Edward Jonasson
Chief Financial Officer
edward.jonasson@mjardin.com