Chalice Brands Ltd. Announces Final Closing and Amended Terms of Acquisition of Tozmoz Assets, A Premier Cannabis Extractor In Oregon

Portland, OR – December 22, 2021 – Chalice Brands Ltd. (CSE:CHAL) (OTCQB:CHALF) (“Chalice” or the “Company”), a premier consumer-driven cannabis company specializing in retail, production, processing, wholesale, and distribution, today announces the Company received all required regulatory approvals from the Oregon Liquor Control Commission (“OLCC”) and Clackamas County to complete its previously announced acquisition of the assets of Tozmoz, LLC (“Tozmoz”), an Oregon limited liability company, and it has reached an agreement (“Agreement”) on final terms.

“We are happy to formally close the transaction with Tozmoz, a partner that has been instrumental in strengthening Chalice’s product portfolio, specifically for Elysium Fields and RXO. While we awaited the necessary regulatory approvals, unexpected delays occurred because of the ongoing pandemic. As a result of the closing, Chalice will continue to benefit from the expertise and broad capabilities that Tozmoz provides to support our product-focused business strategy, with the opportunity to further expand our diverse portfolio of products,” stated Jeff Yapp, President and Chief Executive Officer of Chalice. “With a focus on serving the highest quality of cannabis products on the market, our combined organizations are poised to leverage our ability scale as we continue to cement our position as a leading West Coast operator.”

Pursuant to the terms of the Asset Purchase Agreement, Chalice purchased substantially all the assets of Tozmoz, including the facility located in Clackamas County, which serves as the headquarters for multiple extraction options as stated above, for total consideration of 1,268,116 shares of Chalice stock, a 48-month promissory note for US$400,000 bearing six percent interest, and forgiveness of $650,000 of promissory notes owed to Chalice. Chalice has satisfied certain conditions by way of the previous consulting agreement with Tozmoz, resulting in zero cash due at closing.

Founded in 2015 as one of the first OLCC licensed processors in Oregon, Tozmoz established itself as a premier cannabis extractor in the state. Tozmoz offers multiple extraction processes including CO2, hydrocarbon and ethanol, and both short path and wiped film distillation. Additionally, Tozmoz provides product manufacturing and formulation, as well as packaging services, providing clients OLCC-approved products ready for wholesale distribution and retail sale.

“Having worked closely with Chalice over the past year, I couldn’t have asked for a better leadership team to help elevate my business to a much higher level. When it comes to the field of cannabis, I am a dinosaur, and I have never seen a team in this industry so capable of building a true west coast cannabis powerhouse,” commented Joel Klobas, Co-founder of Tozmoz.

“It has been an incredible experience working with Joel and the Tozmoz team over the past 2 years. Being one of the first businesses to receive a processing license in Oregon, Joel has been a crucial partner for Chalice and we look forward to even greater success in the future,” noted Meghan Miller, Chief Operating Officer of Chalice.

Co-Founder of Tozmoz, Joel Klobas, will continue providing services to Chalice and will be employed by the Company as Vice President, Production.


About Chalice Brands Ltd.

Chalice Brands is a premier consumer-driven cannabis company specializing in production, processing, wholesale, distribution and retail, with twelve dispensaries owned and four dispensaries under management in Oregon. The Company is committed to developing a dynamic portfolio built around the recognized brands of Chalice Farms, with a focus on health and wellness. Chalice operates nationally through Fifth & Root and has operations in Oregon and California.

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