Replies to post #12381 on Medicine Man Technologies Inc (SHWZ)

[Drugdoctor]

Yes, I liked this part also of the deal...

Real Estate Purchase Agreement

When paying with CASH.... no dilution at all... Gotta love this total deal...



Also, on May 27, 2021, the Purchaser entered into an agreement of purchase and sale (the “APS” and, together with the APA, the “Agreements”) with BWR L.L.C., a Colorado limited liability company (the “Real Estate Seller”), pursuant to which the Purchaser will purchase and acquire from the Real Estate Seller certain real property consisting of approximately 36 acres located in Huerfano County, Colorado, together with, among other things, all structures and improvements thereon, all fixtures therein or thereto and all privileges, easements and appurtenances pertaining thereto, including all of the Real Estate Seller’s right, title and interest in and to any adjacent or adjoining streets, alleys, or rights-of-ways and any strips or gores (the “Real Estate Purchase” and, together with the Asset Purchase, the “Purchases”).



The aggregate purchase price for the property of the Real Estate Seller will be $4.5 million, which will be paid in cash, subject to adjustment via the closing prorations described in the APS. The APS contains customary representations and warranties, covenants and indemnification provisions for a transaction of this nature. The APS also contains certain termination rights for the Purchaser, subject to the conditions set forth in the APS including, without limitation, if the closing of the Real Estate Purchase has not occurred on or before September 24, 2021.

[Drugdoctor]

And... here are the terms for the Drift-acquisition...

Asset Purchase Agreement



On June 25, 2021, Medicine Man Technologies, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “APA”) with Double Brow, LLC, a wholly-owned subsidiary of the Company (the “Purchaser”), BG3 Investments, LLC (“BG3”), Black Box Licensing, LLC (“Black Box”, and together with BG3, individually, “Seller” and collectively, “Sellers”), and Brian Searchinger, the sole equityholder of BG3 and an equityholder of Black Box, pursuant to which the Purchaser will (i) purchase the Sellers’ assets used in or held for use in or related to the operation of the Sellers’ business of distributing, marketing and selling recreational cannabis products, other than certain excluded assets (the “Asset Purchase”), and (ii) assume obligations under contracts acquired as part of the Asset Purchase, in each case, on the terms and subject to the conditions set forth in the APA.



The aggregate purchase price for the Seller’s assets will be approximately $3.5 million (subject to adjustment for actual inventory levels at closing of the Asset Purchase), (i) 54.3% of which will be paid in cash, with 15.8% of such cash payment to be paid to BG3 and 84.2% of such cash payment to be paid to Black Box, and (ii) 45.7% of which will be paid in unregistered shares of the Company’s common stock to BG3 based on the closing price per share of the Company’s common stock on the trading day immediately before the closing date of the Asset Purchase.

Calculation by Drugdoctor:

$3,500,000 x 45.7% = $1,599,500 to be paid in stock shares... Assume $2.30 for the closing price, and the Drift acquisition will only be 695,434 shares dilution...


So total new dilution for both deals is only 3,034,564 shares....