ShinyBud Broadens Retail Growth Strategy with Focus on Health and Wellness; Announces First Pharmacy Acquisition

TORONTO, May 16, 2022 /CNW/ – ShinyBud Corp. (“ShinyBud” or the “Company”) (TSXV: SNYB) today announced it is broadening its retail growth strategy with a focus on health and wellness. As part of its strategy expansion, the Company announced that it has signed a binding letter of intent on May 13th, 2022 to acquire Cotton Mill Pharmacy (“Cotton Mill”) for a total purchase price of $0.9 million (the “Purchase Price”) at 4.6x EBITDA⁽¹⁾, subject to standard working capital adjustments at closing. In operation since 2015, Cotton Mill is a fully independent no banner pharmacy located in Cornwall, Ontario.

“The broadening of our strategy is how we will continue to differentiate our company from other cannabis retailers. This retail extension stems from a deep understanding of what our customers are looking for as it relates to their health and wellness needs,” said Kevin Reed, Chairman and Chief Executive Officer. “We believe that the convergence of cannabis, health and wellness, pharmacies and medical care services is where the growth potential lies for ShinyBud, and that adding pharmacies to our corporate portfolio will bring benefits to both our customers and our shareholders. We plan on being an emerging leader in this sector.”

Completion of the Cotton Mill acquisition is subject to satisfaction of a number of customary conditions to closing, including definitive documentation, closing of the Acquisition Loan (defined below), and regulatory approvals. This is an arm’s length transaction.

Acquisition Financing

To finance the acquisition, the Company has received a term sheet for a $0.7 million secured acquisition 10-year term loan (the “Acquisition Loan”) from Caisse Desjardins Ontario Credit Union Inc., on behalf of its participating caisses, at an interest rate of 5.5% using today’s pricing to be adjusted to the prevailing equivalent rate at close. Closing of the Acquisition Loan is conditional upon confirmatory due diligence and definitive documentation.

A portion of the Purchase Price will also be paid through a one-year vendor take-back loan of $100,000 at an annual rate of 4.0% interest. The Company expects to pay the balance of the Purchase Price from cash on hand. There is no debt being acquired in the entity being purchased, only new debt of $700,000 being undertaken by the Company as part of the transaction financing.

“We are thrilled with the broadening of our retail strategy into health and wellness as it fits with our Company’s ethos of improving people’s lives. The Company intends to target for acquisition independent retail Canadian pharmacies that offer attractive standalone economics in underserviced markets with the intention of leveraging its retail operating expertise to optimize the business, and expand the pharmacy’s service and retail offerings,” stated Jude Pinto, Chief Financial Officer and Chief Information Officer. “Our strategy is to acquire retail pharmacies with strong existing financial performance primarily using senior debt, with a view to minimizing dilution and maximizing shareholder value.”

Mr. Pinto added, “We believe that this approach, will mitigate the significant headwinds that have built up in the adult-use cannabis market over the last three months.”

Management will host a live conference call, audio webcast, and question-and-answer session tomorrow, Tuesday, May 17^th at 8:30 a.m. ET to discuss the updated business strategy and related acquisition. Details to access the webcast and call are included at the end of this release.

Strategy Expansion

Going forward, the Company expects that acquiring retail pharmacies will become an integral part of the its growth plan and merger and acquisition focus. Management’s store-level development plan will focus on improving the patient and customer experience, increasing revenue, and pursuing operating efficiencies to enhance margins and EBITDA⁽¹⁾. (See Table 1 in Appendix.)

ShinyBud’s objective is to build a network of retail pharmacies under its mīhī Health & Wellness banner (pronounced “meehee”, which means “for me” in Latin) with the goal of achieving operational scale.

Apart from its prospective acquisition of Cotton Mill, the Company is currently evaluating six additional pharmacy targets at various stages of due diligence.  Our due diligence review to date indicates that the acquisition candidates are currently generating an average annual EBITDA⁽¹⁾ of approximately $442,000 per pharmacy. (See Table 1 in Appendix.) Over the longer term, based on internal management assumptions regarding the composition of the pharmacy market, typical financial performance of independent retail pharmacies, capital markets conditions, and integration capability, the Company anticipates developing a portfolio of pharmacies at the following acquisition pace:

The Company plans to scale back the organic growth plans initially anticipated for expanding its retail cannabis footprint. Going forward, ShinyBud will focus on profitably operating its existing network of stores, and on expanding this portfolio through accretive tuck-in acquisitions and its capital-light franchise model.  The Company intends to update its year-end cannabis store targets with the release of its 2022 first quarter financial and operating results in late-June.

Strengthening Skillset in Pharmacy M&A and Operations

Andrew Hanna

Subject to completion of the Cotton Mill acquisition, Andrew Hanna, the lead pharmacist and co-owner of Cotton Mill, will join mīhī Health & Wellness as the Vice President of Pharmacy Operations & Compounding. Mr. Hanna is a compounding pharmacist and certified pain educator specializing in complex patient education and creating individualized pain management therapies. Mr. Hanna is one of a select few medical cannabis consultants in Ontario. He holds a Bachelor of Science from Laurentian University, Bachelor of Pharmacy from Misr University of Science and Technology, degree in pharmaceutical compounding from the University of Florida’s College of Pharmacy, and a Bachelor of Science in Pharmacy from the University of Toronto. Mr. Hanna also sits on the Pharmacy Practice Committee for the Ontario Pharmacists Association and is registered with the Ontario College of Pharmacists.

VanThom Consulting

ShinyBud has retained VanThom Consulting to assist the Company in expanding the acquisition pipeline, provide operational and integration support⁽³⁾. The principals of VanThom, Paul Thomson, Tom VanNatter and Murray Church have more than 100 years of combined experience in retail pharmacy operation, acquisitions, business integration, value-add strategies and pharmaceutical partnerships for Canada’s largest pharmacy retailers and pharmaceutical companies. Over the span of their careers, they have supported the acquisition of independent pharmacies worth an estimated combined value of approximately $450 million.

SOURCE ShinyBud Corp.