BOCA RATON, Fla., Nov. 10, 2022 — Stem Holdings, Inc. (OTCQX: STMH) (CSE: STEM) (the “Company” or “Stem”), a vertically integrated cannabis operator, is pleased to announce that the Company intends to complete a private placement of a USD$250,000 unsecured promissory note (the “Note”) and 250,000 common share purchase warrants (the “Warrants”) to an arm’s length lender (the “Offering”). The Offering is expected to close on November 11, 2022.

The Note terms provide for it to become due and payable in three months, subject to extension by the Company for an additional three months upon payment of a USD$5,000 extension fee to the lender. The Note bears interest at rate of 10% per annum payable at maturity. The Company may prepay the outstanding principal amount of the Note together with all accrued and unpaid interest, without penalty, at any time prior to the maturity date of the Note. Each Warrant entitles the holder thereof to purchase one (1) common share (“Warrant Share”) at a price of USD$0.05 for a period of thirty-six (36) months after closing of the Offering. The net proceeds from the issuance will be used for working capital and for general corporate expenses. The Warrants and Warrant Shares will be subject to a hold period of four months and one day from the date of closing of the Offering in accordance with applicable Canadian securities laws.

About Stem Holdings, Inc.
Stem is a multi-state, vertically integrated, cannabis company that, through its subsidiaries and its investments, is engaged in the cultivation, processing, packaging, distribution, and branding of cannabis, hemp and their derivatives, including oils, edibles, concentrates. Additionally, the Company purchases, improves, leases, operates, and invests in properties for use in the production, distribution and sales of cannabis and cannabis-infused products licensed under the laws of the states of Oregon, Nevada, and California. As of June 30, 2022, Stem had ownership interests in 23 state issued cannabis licenses including nine (9) licenses for cannabis cultivation, three (3) licenses for cannabis processing, two (2) licenses for cannabis wholesale distribution, three (3) licenses for hemp production and (6) cannabis dispensary licenses.

Additional information about the Company can be viewed on SEDAR, the Canadian disclosure filings website at

For further information regarding the above, contact the Company using the information set forth below.

Cautionary Statements Regarding Forward-Looking Information:


This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the terms and conditions of the proposed Offering; the Company’s objectives, goals or future plans; the receipt of the requisite approvals with respect to the Offering and the business and operations of the Company following the completion of the Offering. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks,
uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board or regulatory approvals; those additional risks set out in the Company’s public documents filed on SEDAR at; and other matters discussed in this news release. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company and Legible disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Reader Advisory

Completion of the Offering is subject to a number of conditions, including but not limited to CSE acceptance. There can be no assurance that the Offering will be completed as proposed or at all.


Cautionary Note Regarding Forward-Looking Information

This press release contains statements that constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the management of Stem and Driven Deliveries with respect to future business activities. Forward-looking information is often identified by the words “may,” “would,” “could,” “should,” “will,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “expect” or similar expressions and includes information regarding: (i) the ability of the surviving entity to integrate the combined operations of the parties; (ii) the exchange ratio and closing date for the Amalgamation, together with expectations around the accretive nature of the Amalgamation; (iii) the expansion of the surviving entity’s market following the closing of the Amalgamation and the ability to scale operations; (iv) the expected management of the surviving entity; and (v) the expected cost savings and other efficiencies following the closing of the Amalgamation. Investors are cautioned that forward-looking information is not based on historical facts but instead reflects the management of the Company’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the surviving entity. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; the ability of the surviving entity to raise debt and equity capital in the amounts and at the costs that it expects; adverse changes in the public perception of cannabis; construction delays; decreases in the prevailing prices for cannabis and cannabis products in the markets that the surviving entity will maintain operations; adverse changes in applicable laws; adverse changes in the application or enforcement of current laws, including those related to taxation; the inability to locate and acquire suitable companies, properties and assets necessary to execute on the surviving entity’s business plans; political risk; and increasing costs of compliance with extensive government regulation. This forward-looking information may be affected by any number of risks and uncertainties affecting the business of the surviving entity and applicable market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the parties to the Amalgamation have attempted to (and will continue efforts) to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not assume any obligation to update this forward-looking information except as otherwise required by applicable law.

No securities regulatory authority has in any way passed upon the merits of the proposed Offerings described in this news release or has approved or disapproved of the contents of this news release.