2022 consolidated sales from business combinations of ~$75,000,000 and positive Adjusted EBITDA

2023 Consolidated forecast revenue of $100,000,000 and positive Adjusted EBITDA

BOCA RATON, Fla., Jan. 30, 2023 (GLOBE NEWSWIRE) — Stem Holdings, Inc. STMHSTEM (“stem” or the “company“) is pleased to announce that it has prepared a Term Sheet (“term sheet“) for a proposed business combination (the “transaction“) with Headwaters, LLC, (“HDWTR” or “headwaters“). Pursuant to the Term Sheet, the Transaction will result in a reverse acquisition of the Company and, subject to satisfaction of all listing requirements, the listing of the combined company on the Canadian Securities Exchange (the “CSE“) and OTCQB Venture. Upon closing of the transaction, HDWTR’s former shareholders are expected to own approximately 80% of the Company’s issued and outstanding shares.

The transaction is subject, among other things, to the execution of a mutually agreeable definitive agreement (the “Final Agreement“), completion of due diligence and subject to several conditions including, but not limited to, shareholder approval, presentation of acceptable financial statements, board approval and satisfaction of all regulatory and stock exchange approvals. The transaction is expected to be completed through a merger, Merger or other form of business combination to be determined by the parties after receiving securities, corporate and tax advice.

“Over the past 12 months, Stem has worked tirelessly to find the right company to combine with. We couldn’t be more excited to join forces with Headwaters, LLC,” said Matthew Cohen, Stem’s Chief Executive Officer. “Not only will this transaction create world-renowned cultivation practices, but the combination with Stem and our existing footprint of brands and retail locations will immediately create a pre-eminent vertically integrated and profitable cannabis company…