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MWM

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Monday, 06/01/2020 10:10:56 AM

Monday, June 01, 2020 10:10:56 AM

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Schultze Special Purpose Acquisition Corp. Announces Non-Binding Letter of Intent for a Bus. Combinati...
June 01 2020 - 08:58AM

-With More than 1.9 Million Square Feet of Greenhouses, Clever Leaves is One of the Largest Cannabis Cultivation and Extraction Companies in the World-

Please replace the release with the following corrected version due to multiple revisions.

Schultze Special Purpose Acquisition Corp. Announces Non-Binding Letter of Intent for a Business Combination with Clever Leaves, a Leading Pharmaceutical-Grade Multi-National Cannabis Operator

-With More than 1.9 Million Square Feet of Greenhouses, Clever Leaves is One of the Largest Cannabis Cultivation and Extraction Companies in the World-

Schultze Special Purpose Acquisition Corp. (NASDAQ: SAMA, SAMAW, and SAMAU) (“SAMA”) and Clever Leaves International Inc. (“Clever Leaves” or the “Company”) have jointly announced today that they entered into a non-binding letter of intent (the “LOI”) pursuant to which SAMA and Clever Leaves would enter into a business combination, with the combined company becoming a publicly-traded company on NASDAQ. The parties intend to execute a definitive agreement in June with a closing expected in the third quarter of 2020. No assurances can be made that the parties will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to the approval of the two companies’ boards, regulatory and shareholder approvals, as well as other customary conditions.

Under the terms of the LOI, SAMA and Clever Leaves intend to enter into a definitive agreement pursuant to which SAMA and Clever Leaves would combine, with Clever Leaves’ shareholders owning a majority of the equity in the combined public company which will be listed on NASDAQ. SAMA’s cash balances, currently in excess of $130 million, would be used primarily to fund the combined company’s near-term operating expenses, capital expenditures, working capital, and potential M&A opportunities.

With operations and facilities in Colombia, Portugal, the United States, Canada and Germany, Clever Leaves is a vertically integrated, multi-national cannabis operator. The Company has successfully developed a low-cost, pharmaceutical-grade cannabis cultivation and extraction platform, operating under Colombian Good Manufacturing Practices (GMP) for cannabis production. Clever Leaves is also in the process of becoming one of the few cannabis companies in the world, and the only cannabis company in Latin America, to be granted a European Union Good Manufacturing Practice (“EU GMP”) certification for extracts, subject to successful completion of the certification process. The Company currently cultivates in over 1.9 million square feet of greenhouses, making it one of the largest cannabis cultivation and extraction companies globally, while operating at a fraction of the industry’s average production costs. Clever Leaves employs a staff of approximately 500 globally and has raised approximately $120 million of capital to date, including substantial debt and equity investments from leading institutional investors with a demonstrated track record in the cannabis sector.

Clever Leaves has a burgeoning global distribution network, including whole or partial ownership of two medical cannabis distribution companies in Germany as well as a branded nutraceutical producer and distributor in the US, currently distributing non-cannabis products. The Company’s significant investments are anticipated to drive sales growth in rapidly expanding cannabis markets within Europe, Australia, the Middle East, and South America. Clever Leaves also recently secured a regional supply agreement with Canopy LATAM Corporation, a wholly owned and controlled subsidiary of Canopy Growth Corporation, which reaffirms Clever Leaves’ position as a leading cannabis supplier in Latin America. Details of Clever Leaves’ financial profile will be disclosed upon the announcement of a definitive agreement, if executed.

George J. Schultze, Chairman and CEO of SAMA, said, “We are confident Clever Leaves represents a tremendous partner for SAMA and an attractive public market story through its thoughtfully constructed, vertically integrated international platform and outstanding management team. Clever Leaves has earned its industry-leading market position through its high-quality genetics capability and highly scalable cultivation, and extraction capacity. Moreover, the leveragability of its pre-existing distribution infrastructure, unique GMP certification, and disruptive low-cost model bring us great enthusiasm about its future prospects. We have enjoyed working with Clever Leaves’ outstanding management team to announce this transaction, and we look forward to achieving success together for the combined company’s shareholders.”

Kyle Detwiler, CEO of Clever Leaves, added, “The SAMA team possesses significant experience assisting companies similar to Clever Leaves and will be highly additive as we work to advance our commercialization efforts, further develop and broaden our brand portfolio, and expand our operations and distribution channels. As a result of our low-cost, pharmaceutical-grade cannabis cultivation platform and effective distribution network, Clever Leaves is favorably positioned to experience aggressive growth in the rapidly expanding global medicinal cannabis industry. Strengthening our balance sheet and listing on NASDAQ would be important achievements for our company as we are eager to accelerate the commercialization of our high-quality products and to expand our distribution into markets around the world.”

Canaccord Genuity is serving as financial advisor and EarlyBirdCapital is serving as business combination advisor to SAMA with Greenberg Traurig, LLP, Stikeman Elliott and Posse Herrera Ruiz serving as legal advisors.

About Schultze Special Purpose Acquisition Corp.
Schultze Special Purpose Acquisition Corp. is a blank check company formed for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. SAMA’s sponsor is an affiliate of Schultze Asset Management, LP, an alternative investment management firm founded in 1998 that focuses on distressed, special situation and event-driven securities and has invested over $3.2 billion since inception with a notable track-record through its active investment strategy. SAMA itself is backed by an experienced team of operators and investors with a successful track-record of creating material value in public and private companies.

About Clever Leaves International Inc.
Clever Leaves is a multi-national cannabis company with a mission to operate in compliance with federal and state laws and with an emphasis on ecologically sustainable, large-scale cultivation and pharmaceutical-grade processing as the cornerstones of its global cannabis business. With operations and investments in the United States, Canada, Colombia, Germany and Portugal, Clever Leaves helps the partners in its ecosystem grow rapidly and contribute value to the global community. Its mission is to be one of the industry’s leading global cannabis companies recognized for its principles, people, and performance while fostering a healthier global community.