LOS ANGELES--(BUSINESS WIRE)--MedMen Enterprises Inc. (“MedMen” or the “Company”) (CSE: MMEN) (OTCQX: MMNFF) (FSE: A2JM6N) wishes to make the following statement regarding recent market activity in its Class B Subordinate Voting Shares traded on the OTCQX marketplace.
On February 26, 2019, OTC Markets made inquiries regarding certain promotional activity concerning MedMen securities. The promotional activity relates to promotional materials encouraging investors to purchase the Company’s Class B Subordinate Voting Shares.
After due inquiry, the Company identified the promotional materials as an article featuring the Company that was posted on February 25, 2019 on the website marijuanastox.com by Wining Media LLC (“WM”). WM is an independent third-party investor relations and consulting firm. The Company engaged WM orally in January 2019 to provide public relations and communication services for the Company. The Company’s engagement of WM involved the creation by WM of digital content featuring the Company and the purchase of advertisements on Google and Yahoo Finance intended to drive awareness of the Company, its business and its securities. All materials distributed by WM contained a legend stating they were advertisements paid for by the Company. The Company provided WM with supporting documents comprised of the Company’s public filings, the Company’s prior press releases, and an investor relations presentation. The Company’s officers had editorial input into the creation of the article.
After due inquiry, the Company is unable to determine whether the promotion resulted in increased trading activity in the Company’s stock. While trading in the Company’s stock increased between February 26 and February 28, 2019, the Company believes the Company’s announcement that it would release quarterly earnings on February 27, 2019 was a factor leading to this increase in trading activity.
Upon reviewing the content of the promotional materials, the Company confirms that the statements and claims made were taken from the Company’s public financial statements, historical press releases, the investor relations presentation and other public documents which are factual and non-misleading. However, there are statements made which encourage investors to purchase the stock of the Company. The Company has concluded, upon investigation, that, in this instance the article was not approved according to the Company’s internal procedures. The Company disclaims any potentially exaggerated or misleading statements contained in the materials. Furthermore, the Company has instructed WM to remove all promotional materials regarding the Company from the public domain and to cease all promotional efforts on behalf of the Company.
After due inquiry of the Company’s officers, directors, controlling shareholders and third-party service providers, neither the Company, nor any of its officers, directors, and to the knowledge of the Company, any controlling shareholders or third-party service providers have sold the Company's securities within the past 90 days, other than that on December 5, 2018 the Company completed a “bought deal” public offering of 13,640,000 units at a price of CAD$5.50 per unit, for aggregate gross proceeds of CAD$75,020,000. In addition, the Company’s co-founders purchased the Company’s stock in the past 90 days. Specifically, CEO Adam Bierman and President Andrew Modlin each purchased 342,660 Class B Subordinate Voting Shares then valued at approximately US$1 million each during December 2018. Neither Mr. Bierman nor Mr. Modlin has sold these shares, nor have they sold any of the Company’s other securities they hold, to date. All such transactions were in accordance with the Company's insider trading policy and were reported with the System for Electronic Disclosure (www.SEDI.ca).
The Company has not issued any convertible debt or equity instruments that allow conversion to equity securities at prices constituting a discount to the current market rate at the time of the issuance.
The Company has engaged several firms to provide investor and public relations services over the past year. Since February 2017 the Company has engaged Edelman (New York, NY); Azione (New York, NY); Stockhouse Publishing, Ltd (Vancouver, Canada); CFN Media Group (Whitefish, Montana); and Wining Media LLC at various times to provide investor relations services, public relations services, marketing or other related services including the promotion of the Company, its business and/or its securities.
The Company is committed to compliance with the OTC Markets Group Policy on Stock Promotion and the OTCQX Standards and Canadian securities laws. The Company does not condone the use of sensational language to describe the Company’s business prospects or the growth potential of the Company’s industry. The Company does not condone any statements made regarding urgency to invest in the Company’s stock or any other similar statements. Going forward, the Company will affirmatively prohibit all third-party service providers from including such statements in any investor relations or promotional materials respecting the Company. Finally, the Company notes that investing in the Company’s stock involves risks and uncertainties which investors should review prior to making investment decisions. The Company encourages those interested in the Company to rely solely on information included in press releases issued and distributed by the Company via approved newswire services combined with its filings and disclosures made with the Canadian securities regulators as well as information provided through the OTC Markets and available on their websites: www.sedar.com and www.otcmarkets.com, respectively.
The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.
MedMen is a cannabis retailer with operations across the U.S. and flagship stores in Los Angeles, Las Vegas and New York. MedMen’s mission is to provide an unparalleled experience that invites the world to discover the remarkable benefits of cannabis because a world where cannabis is legal and regulated is a safer, healthier and happier world.
Learn more at www.medmen.com
Cautionary Note Regarding Forward-Looking Information and Statements
This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only MedMen’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of MedMen’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”.
By identifying such information and statements in this manner, MedMen is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of MedMen to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, MedMen has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the inability to consummate the proposed acquisitions; the failure to obtain requisite regulatory approvals and third party consents and the failure to satisfy other conditions to the consummation of the proposed acquisitions, which could impact closing or closing on the proposed terms and schedule; the potential impact of the announcement or consummation of the proposed acquisitions on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the proposed acquisitions. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
Although MedMen believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and MedMen does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to MedMen or persons acting on its behalf is expressly qualified in its entirety by this notice.
SOURCE: MedMen Enterprises