Greenrose Acquisition Corp. Increases Full Year 2022 Financial Outlook

Rhea-AI Summary

Greenrose Acquisition Corp. (OTC: GNRSU, GNRS, GNRSW) announced an increase in its 2022 financial projections for revenue and adjusted EBITDA due to the earlier-than-expected approval of recreational marijuana sales in Connecticut, set to start mid-2022. Revenue forecasts have risen from $230 million to a range of $260-$295 million, while adjusted EBITDA is now projected between $110 million and $135 million, up from $90 million. Additionally, an amended merger agreement with Theraplant will pay $150 million in total consideration. The transaction deadline has been extended to November 30, 2021.

Positive

• Increased 2022 revenue projections from $230 million to $260-$295 million.
• Adjusted EBITDA forecasts raised from $90 million to $110-$135 million.
• Approval of recreational marijuana sales in Connecticut expands market potential.
• Amended merger agreement with Theraplant increases consideration to $150 million.

Negative

• None.

- Increased 2022 Financial Projections Reflect Theraplant’s Upside Potential from Projected 2022 Commencement of Recreational Marijuana Sales in Connecticut -

- Company Also Provides Update on Theraplant Transaction -

AMITYVILLE, N.Y., Aug. 17, 2021 (GLOBE NEWSWIRE) -- Greenrose Acquisition Corp. (OTC: GNRSU, GNRS, GNRSW) (“Greenrose” or the “Company”), a special purpose acquisition company targeting companies in the cannabis industry, announced that it has increased its full year 2022 financial projections for revenue and adjusted EBITDA, as stated in the revised investor presentation filed with the SEC on July 28^th, 2021.

Greenrose’s expanded financial projections reflect Theraplant’s additional upside potential from Connecticut’s earlier-than-anticipated approval of recreational marijuana sales, which are anticipated to begin in mid-2022. The Company’s current full year 2022 financial projections, compared to the previous projections provided in the presentation filed by Greenrose on June 16^th, 2021, are summarized below:

	Previous	Current1
Revenue	$230 million	$260 to $295 million
Adjusted EBITDA	$90 million	$110 to $135 million

“Our increased full year 2022 financial projections reflect the strength of our platform, combined with the benefits of regulatory tailwinds within the initial states we plan to operate in,” said Mickey Harley, CEO of Greenrose. “The approval of recreational marijuana sales in Connecticut meaningfully expands Theraplant’s addressable market and came on an earlier timeline than we originally anticipated. Meanwhile, we remain well-positioned with True Harvest in Arizona as the statewide market continues to benefit from the launch of recreational cannabis sales earlier this year. Rounding out our platform, Shango and The Health Center also remain on track to meet their 2022 projections. As we continue to monitor the growth trajectories of our proposed platform assets and markets, we will remain focused on working to close our initial business combination and positioning ourselves for optimal execution on our stated growth objectives.”

Theraplant Transaction Update

In light of Theraplant’s revised projections, Greenrose on August 12, 2021 also announced that Greenrose and Theraplant amended the Agreement and Plan of Merger (“Amended Merger Agreement”) to increase aggregate consideration payable to Theraplant to $150 million, with $100 million dollars paid in cash and $50 million dollars paid in stock. The increase in consideration payable to Theraplant by Greenrose represents a $50 million increase from the consideration amount disclosed in the Company’s Form 8-K filed on March 18, 2021. Additionally, pursuant to the Amended Merger Agreement, Theraplant and the Company agreed to extend the timeline to complete the transaction to November 30, 2021.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute a solicitation of votes or proxies in connection with any meeting of the stockholders of Greenrose.

Advisors

Imperial Capital, LLC is acting as capital markets advisor to Greenrose. Gateway Group is serving as communications advisor to Greenrose. Mackenzie Partners and Broadridge Financial Solutions are acting as proxy advisors to Greenrose in connection with its proxy solicitation efforts.

About Greenrose

Greenrose Acquisition Corp. is a special purpose acquisition company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. Following the transactions forming the Platform (as defined in our public filings available at greenrosecorp.com), Greenrose is expected be a vertically integrated, multistate operator cannabis company. For more information, visit greenrosecorp.com.

Forward-Looking Statements

Certain statements made in this release are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Greenrose's or its target companies’ control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: any inability to obtain Greenrose stockholder approval of the business combinations, any inability to complete the transaction contemplated by each of the respective merger or acquisition agreements because of failure of closing conditions or other reasons; any inability to recognize the anticipated benefits of the proposed business combinations, which may be affected by, among other things, the amount of cash available following any redemptions by Greenrose stockholders; liquidity of Greenrose's stock; costs related to the proposed business combinations; Greenrose's ability to manage growth; Greenrose's ability to identify and integrate other future acquisitions; rising costs adversely affecting Greenrose's profitability; competition in the legal cannabis industry; adverse changes to the legal environment for the cannabis industry; and general economic and market conditions impacting demand for Greenrose's products and services. See the risk factors disclosed in the preliminary proxy statement for the business combinations for additional risks associated with the business combinations. None of Greenrose, Shango Holdings Inc., Futureworks LLC (d/b/a The Health Center), Theraplant, LLC, or True Harvest, LLC undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Readers should not unduly rely on any projections or other forward-looking statements or data contained herein.

Additional Information About the Proposed Business Combination and Where to Find It

For additional information about the proposed business combinations, see Greenrose’s Current Report on Form 8-K (including the investor presentation included as an exhibit thereto) filed with the SEC on July 28, 2021, available at www.sec.gov.

The proposed transactions will be submitted to shareholders of Greenrose for their approval. In connection with the proposed business combinations, Greenrose will file with the SEC a preliminary and definitive proxy statements in connection with a special meeting of the stockholders of Greenrose to consider and vote on the business combination and related matters. Greenrose will mail the definitive proxy statement and other relevant documents to its stockholders in connection with the meeting. Investors and security holders of Greenrose are advised to read, when available, the draft of the preliminary proxy statement, and amendments thereto, and the definitive proxy statement, which will contain important information about the proposed business combinations and the parties to it. The definitive proxy statement will be mailed to stockholders of Greenrose as of a record date to be established for voting on the proposed business combinations. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC's website at www.sec.gov or by directing a request to: Greenrose Acquisition Corp., 111 Broadway, Amityville, NY 11701, Attention: Chief Executive Officer.

Participants in the Solicitation

Greenrose, True Harvest and Theraplant, and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Greenrose stockholders in connection with the proposed business combinations. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Greenrose’s directors in the final prospectus for Greenrose’s initial public offering dated as of February 11, 2020, and that was filed with the SEC on February 11, 2020, as well as in its annual report on Form 10-K filed with the SEC on March 11, 2021. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the preliminary and definitive proxy statements related to the proposed business combinations when it becomes available, and which can be obtained free of charge from the sources indicated above.

Investor Relations Contact:
Gateway Investor Relations
Cody Slach or Jackie Keshner
(949) 574-3860
GNRS@gatewayir.com

Greenrose Contact:
Daniel Harley
Executive Vice President, Business Development
(516) 307-0383
ir@greenrosecorp.com

____________________________________
¹ Projections continue to assume the closing of all four proposed transactions with Theraplant, True Harvest, Shango, and The Health Center. At the upcoming Special Meeting of Stockholders, Greenrose intends to seek stockholder approval for the acquisitions of Theraplant and True Harvest. Greenrose intends to acquire Shango and The Health Center upon completion of regulatory approval, which is anticipated to require several months.

FAQ

What are the updated revenue projections for Greenrose in 2022?

Greenrose's revenue projections for 2022 have been increased from $230 million to a range of $260 to $295 million.

How has the adjusted EBITDA forecast changed for Greenrose in 2022?

The adjusted EBITDA forecast for Greenrose has been raised from $90 million to a range of $110 to $135 million for 2022.

What is the scheduled start date for recreational marijuana sales in Connecticut?

Recreational marijuana sales in Connecticut are anticipated to begin in mid-2022.

What is the total consideration in the amended merger agreement with Theraplant?

The amended merger agreement with Theraplant states that Greenrose will pay a total of $150 million, comprising $100 million in cash and $50 million in stock.

When is the deadline to complete the transaction with Theraplant?

The deadline to complete the transaction with Theraplant has been extended to November 30, 2021.