Demand Brands CEO Letter to Shareholders and the Year Ahead

Rhea-AI Summary

Demand Brands, Inc. (OTC PINK:DMAN) announced a key milestone in Q1 2022, acquiring CF3 SPV 1, LLC, significantly enhancing its vertical integration strategy. The acquisition is expected to increase shareholder value, with CF3 generating $4.1 million revenue and $1.4 million adjusted EBITDA for 2020-2021. A recent valuation indicates a fair market value of $390.8 million for CF3. Demand Brands aims to achieve significant growth through strategic acquisitions, targeting expansions in cannabis operations and brand management.

Positive

• Acquisition of CF3 SPV 1, LLC enhances vertical integration.
• CF3 achieved $4.1 million in revenue and $1.4 million in adjusted EBITDA for 2020-2021.
• Valuation report indicates CF3's fair market value at $390.8 million.
• Targeting 180,000 lbs. of premium cannabis supply annually, projected to yield $200 million in revenue per year by Q1 2024.
• Plans for multiple acquisitions to expand operations and retail brand portfolio.

Negative

• Significant financing risks associated with aggressive growth plans.
• Financial results for Q1 2022 are not indicative of true operational performance.

WATSONVILLE, CA / ACCESSWIRE / May 12, 2022 / Pacific Technologies Group, Inc. AKA Demand Brands, Inc. (OTC PINK:DMAN), ("Company" or "DB") http://dman.co, a leading vertically integrated cannabis company, is pleased to publish this Letter from its CEO to its Shareholders.

TO OUR SHAREHOLDERS:

Demand Brands passed a major milestone in Q1 of this year: the Company acquired CF3 SPV 1, LLC, a fully vertically integrated cannabis business ("CF3"). This acquisition defines the path forward to achieve increased value for our shareholders: Vertical Integration / Innovation / Optimization "VIO". This game plan is now coming to fruition. The acquired businesses collectively generated a revenue of $4.1 million and $1.4 million in adjusted EBITDA in 2020 & 2021, respectively, based on CF3's unaudited financials.

I was part of the team that built Viridi Farms, a wholly-owned subsidiary of CF3. Viridi Farms started in 2017 with zero SF under management. Today Viridi manages smart farms for enterprises with 236K SF of cultivation, processing, and nursery management. In 2020, Dawn R. Loos, your Chief Compliance Officer, Kevin Sparks, your Chief Operating Officer, and I spearheaded a brand & supply management venture, which yielded $24M in revenue and 11% in adjusted EBITDA margin in its first year of operations. This translated into 198% return on investment. By 2021, our real estate portfolio had grown to over 200K SF. We took that opportunity to build a cannabis real estate holdings segment within our business by creating Zenith Land Management LLC, a real estate holding company. Viridi Farms transferred our real estate leasehold interests from Viridi Farms to Zenith Land Management.

At the end of 2021, CF3 acquired Viridi Farms and Zenith Land Management. CF3 appointed us as the DB management team to build a brand and supply management segment by (i) leveraging our network of 120 retail locations and 5 wholesale distributors, and (ii) directing acquisitions of retail brands.

CF3 also controls the exclusive rights to the intellectual property for MBX Research's patented crop protection and cultivation of microbial nutrients. The technology has proven to increase yield by up to 30% and increase THC levels to up to 33%. MBX Research partnership has increased the value proposition of Viridi's partner enterprises.

We are a bold but prudent team with over 150 years of combined industry experience across the entire soil to sale process. As shareholders, you are now invested in a vertical integration play (with real estate in mind) driven by aggressive growth plans to venture outside of the traditional cannabis business plan in search of innovation and cutting-edge technologies that will define the next generation of cannabis business.

The reverse merger between CF3 and Demand Brands was a strategic decision that paves the path forward for DB. Greater access to capital markets through the public markets and the ability to do 100% stock acquisitions are the key drivers of our growth plan. 2021 was a year of notable organic growth in our business segments, and to build on that momentum, we have assembled a pipeline of 5 targeted acquisitions. Through such acquisitions, Demand will become a multi-state operator with 1M+ SF under management, grow our brand & supply management volume to 180k lbs. of premium cannabis annually, and expand our portfolio of retail brands. Our aggressive expansion plans require aggressive financing, which entails significant risk, but public markets bolster our path to achieving our goals.

I joined Demand Brands because of my optimism and excitement for the long-term value we can generate together. I hope to generate the same enthusiasm for our shareholders. The information provided in this letter will give clarity, address any shareholder concerns, and emphasize the path forward, so that you can assess the alignment of our vision and values with yours.

With the delivery of the valuation report released this morning, CF3 has satisfied all conditions to close the acquisition of CF3 by DB.

Contrarily, the completion of CF3 audited financial statements was not a condition for closing. On January 12, 2022, the Company announced that it had engaged EisnerAmper to provide accounting services in connection with its acquisition of CF3 and to determine its final valuation. The Company was in early-stage open discussions with several auditors including EisnerAmper. The Company did not formally engage them. CF3 duly retained Stanton Park Advisors to conduct the required third-party valuation, which they delivered to Demand Brands. The valuation report indicates a fair market value of $390,808,000 for CF3.

As to the long-term engagement with any accounting firm for Demand Brands, the most important consideration is to find a veteran cannabis accounting firm. We have a list of candidates with whom we are in late-stage discussions and will share more information with you soon. Upon completion of the audit, we plan to file a registration statement with the U.S. Securities and Exchange Commission (SEC) to become a reporting issuer and file for an uplist to the OTC senior boards.

Our shareholders have supported the Company through the years, long before its acquisition of CF3, and we fully appreciate and respect that. Hence, we have established strict protocols across the company, especially for accounting and investor relations. From this day forward, all communication will be complete and accurate. The acquisition of CF3 brings a full suite of corporate leadership professionals to Demand Brands. Three members of our corporate leadership, (including myself, Dawn R. Loos, and Kevin Sparks) are legacy members of CF3, and Ankur Chhapolika, your Chief Financial Officer, and Ankit Jain, your Chief Accounting Officer bring substantial experience in public company management. To show our commitment to the fiscal health of the Company, our compensation is heavily skewed towards stock options tied to the company's growth milestones as opposed to cash. Our new mission as well as our values are part of a carefully curated plan to achieve the daunting milestones ahead. As I have said publicly before, I am compelled to remind you and the team that Demand Brands is the warrior of the new era of cannabis consolidation resulting from a decade of industry transformation and we will not stop at anything to build Demand Brands into an industry leader.

Please note that in Q1 of this year, the team was primarily focused on the private to public transition, rebranding campaign, capital raise, and setting up our public compliance and accounting protocols. As such, the financial results of CF3 for Q1 2022 will not be indicative of our true operational performance. With our transition into Demand Brands now complete, we are excited to produce financial results for our shareholders that reflect the true potential of our vertically integrated platform. Discussions are ongoing with long-term capital partners. We hope to update you soon with more exciting news.

OUR GOALS FOR 2022 AND BEYOND:

We are building a company that is here to stay. Our business plan is driven by long-term growth milestones. Today, we capture value at each stage of the complete soil to sale process. We strive every day for even superior optimization through vertical integration and innovation. We are on a mission to establish leadership in today's fragmented market through the integration of our business segments that perform in unison and fuel each other's growth and expansion plans, organically and through synergistic M&A.

Our Management Consulting sector provides a full suite of operations & management services to its cultivation, processing, and nursery management partners. They are generally small and medium enterprises looking for performative results they can derive from our vertically integrated capabilities. Our expertise ranges from proprietary cultivation and processing techniques to patented science & technology solutions that improve efficiency, quality, and productivity at every stage of the soil to sale process. Utilizing superior underwriting intelligence gained through data analytics and years of operational experience we will prudently identify potential M&A targets. .

Our real estate division ("Soil") achieves backward vertical integration: we lease properties to businesses, in the cannabis cultivation, processing, and nursery sectors.

Through our brand & supply management division ("Sale"), we offer marketing, product quality, & supply management for growers, retailers & ancillary cannabis businesses. Our supply agreement with Sun Supply, LLC, will lock down management of an estimated 180k lbs. of premium cannabis supply per annum, starting Q1 2024, yielding more than $200M in revenue per annum.

Our definition of success is to win the race for the most robust, most profitable & the most socially equitable cannabis company which optimizes the soil to sale process through diverse partnerships & acquisitions and fully unlocks the potential for exponential growth in the cannabis industry.

Our focus on long-term growth compels us to make bold investment decisions. We will continue to share with you the strategic thought process behind our choices so that your viewpoint is always incorporated into our long-term leadership investment decisions. I am pleased to share our core investment ethos with you:

• We will continue to focus on long-term partnerships with synergistic small and medium cannabis enterprises that show promise for long-term growth.
• We will continue to invest in our in-house science & technology capabilities to further plant science, genetics, and patented technology solutions to improve efficiency, quality, and productivity at every stage of the soil to sale process while practicing good stewardship of the environment.
• We will continue to acquire founder-run businesses for 100% stock (cashless) transactions to align new partners with our vision of long-term growth.
• We will continue to prioritize cash reserves to fuel growth and expansion.
• We will continue to advocate for the decriminalization of the industry for everyone and champion the voices of groups disproportionately affected by the war on drugs.
• We will expand our real estate segment to achieve (i) forward vertical integration through the acquisition of retail locations and (ii) superior backward vertical integration through the acquisition of pharma grade facilities.
• We will continue to grow our team with forward thinkers and outliers who are primarily compensated in stock options.

Our investment philosophy is a deliberate one built upon a history of vetting, successful investment decisions, and long-standing partnerships. 2022 is off to a momentous start with the acquisition of CF3 which instantly propelled Demand Brands into a vertically integrated platform primed to establish leadership in today's fragmented cannabis market.

We thank you, our shareholders, and look forward to this journey together.

/s/ Andrew Colehower

Andrew Colehower
Chief Executive Officer,
Demand Brands, Inc

About Demand Brands

Demand Brands is a publicly-traded company that has vertical integration, optimization, and innovation at the heart of its core strategy. We strategically invest in, acquire & partner with synergistic cannabis companies to optimize and expand our vertically integrated platform with the goal of becoming a multi-state operation that captures value at every stage of the soil to sale process. Our capabilities include cultivation, processing, brand & supply management, and real estate.

PRESS CONTACT:
ir@dman.co
+1 (415) 685-0317

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Cautionary Note Regarding Forward-Looking Information and Statements. This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes", "belief", "expects", "intends", "anticipates", "projects" "will", or "plans" to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the company's reports and registration statements filed with the Securities and Exchange Commission.

SOURCE: Demand Brands, Inc.

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FAQ

What is the significance of Demand Brands' acquisition of CF3 SPV 1, LLC?

The acquisition enhances Demand Brands' vertical integration strategy, aiming to increase shareholder value with projected revenue growth.

What were CF3's revenues and EBITDA for 2020 and 2021?

CF3 generated $4.1 million in revenue and $1.4 million in adjusted EBITDA for the years 2020 and 2021.

What is the fair market value of CF3 according to the recent valuation?

The recent valuation report indicates a fair market value of $390.8 million for CF3.

What are Demand Brands' expansion plans following the acquisition?

Demand Brands aims to become a multi-state operator, targeting 180,000 lbs. of premium cannabis supply annually, with a projected revenue of $200 million starting Q1 2024.

What are the risks associated with Demand Brands' growth strategy?

The aggressive growth strategy entails significant financing risks, potentially impacting the company's operational stability.