iAnthus Expands Horizons with the Acquisition of “Cheetah” Lifestyle Vape Brand

Transaction propels iAnthus’ dedication to brand advancement while enabling multi-state growth for Cheetah’s product lineup

Michael Piermont, Co-Founder and CEO of Cheetah, and previous CRO of Leaf Trade, will become a part of iAnthus’ Executive Team

NEW YORK and TORONTO, Dec. 30, 2024 /PRNewswire/ – iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN) (OTCQB: ITHUF), which possesses, manages and collaborates with regulated cannabis enterprises across the United States, has today revealed that it has engaged in an asset acquisition agreement (the “Purchase Agreement”) with Cheetah Enterprises Inc. (the “Seller”), under which iAnthus will obtain the Cheetah vape brand, a rapidly growing label renowned for its high quality and disruptive influence in the Illinois’ cannabis sector. (the “Acquisition”).

This Acquisition represents a significant milestone in iAnthus’ continuous strategy to enhance its assortment of consumer-oriented cannabis brands and drive sustainable growth. The Cheetah brand has become synonymous with creativity and excellence, providing premium live resin vape products that have captivated cannabis aficionados. By integrating Cheetah into its brand portfolio, iAnthus strengthens its footprint in the Illinois & Pennsylvania cannabis landscapes – with additional expansion anticipated throughout 2025. The Acquisition is projected to enhance iAnthus’ revenue trajectory, while equipping Cheetah with the resources and distribution framework needed to amplify its market presence in Illinois and other pivotal states. With iAnthus’ extensive reach, this deal paves the way for Cheetah to emerge as a national frontrunner in the vape sector, providing a fresh wave of excitement and options for cannabis consumers. Together, iAnthus and Cheetah will utilize shared assets, operational efficiencies, and a coherent brand approach to seize growth prospects nationwide.

Alongside the Acquisition, Michael Piermont, Co-Founder and CEO of Cheetah, will take on the role of Chief Commercial Officer at iAnthus. Piermont’s expertise in propelling growth, brand enhancement, and technological advancement – including his previous role as CRO of Leaf Trade, which was successfully taken over by LeafLink in November 2024 – will play a crucial role in maximizing both Cheetah’s potential and the broader brand portfolio of iAnthus.

“We are establishing a platform for daring brands to flourish, and Cheetah integrates perfectly into that vision,” stated Richard Proud, CEO of iAnthus. “Cheetah’s inventive strategy towards the vape market aligns with the agility, precision, and speed with which we’re developing iAnthus. This Acquisition propels us forward to succeed with consumers, branch into new territories, and attract top-tier talent into our organization.”

Michael Piermont, CEO and Co-Founder of Cheetah remarked, “From the outset, Cheetah’s mission has centered around being bold, quick, and innovative for our consumers – qualities that undoubtedly resonate with iAnthus’ vision for the cannabis future. We are excited to collaborate with a team that appreciates the significance of brand integrity, the value of unconventional thinking, and the necessity of maintaining a competitive edge in this industry.”

Transaction Specifications

Under the Purchase Agreement, iAnthus will acquire nearly all assets of the Seller that are connected to and utilized in relation to the Seller’s cannabis wholesale operations, which includes the production, marketing, and sale of cannabis distillate vaporizer products in the states of Illinois and Pennsylvania under the “Cheetah” brand (the “Brand”), excluding certain specified assets (collectively, the “Purchased Assets”), along with certain liabilities associated with the Purchased Assets.

The acquisition cost (the “Purchase Price”) for the Purchased Assets involves: common shares in the Company’s capital (“Shares”) with a cumulative deemed worth of roughly US$1.5 million (the “Share Consideration”), which will be allocated in three (3) phases. The Shares are issued at a deemed price of US$0.012, a premium compared to the current market value for the Shares. The Shares will be issued following closing in three installments and will require approval from the Canadian Securities Exchange. The Purchase Price additionally encompasses non-material cash payments divided into four (4) installments that are payable upon meeting particular performance benchmarks and further earnout considerations dependent on EBITDA produced by the Brand post-closing and various other performance criteria, to be settled in cash at different intervals until April 1, 2028.

The Shares designated for the Share Consideration will be issued under a prospectus exemption according to Canadian securities legislation and will be subject to a Canadian holding period, expiring four months and a day from the issuance dates. The Shares will be issued in accordance with an exemption from the registration demands outlined in the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) provided by Rule 903 of Regulation S established under the U.S. Securities Act. The Shares have not been and will not be registered under the U.S. Securities Act, and they may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the U.S. Securities Act) without registration or an exemption from the registration requirements of the U.S. Securities Act and relevant state securities laws. The Shares will be classified as “restricted securities” as per Rule 144(a)(3) under the U.S. Securities Act. This announcement does not serve as an offer to sell or as a request to buy the Shares or any other securities, nor shall there be any sale of the Shares in any jurisdiction where such offer, request, or sale would be forbidden.

About iAnthus

iAnthus manages and operates licensed cannabis cultivation, processing, and dispensary facilities across the United States. For further details, visit www.iAnthus.com.

Forward-Looking Statements
Statements in this news announcement encompass forward-looking statements. These statements are based on the current beliefs, expectations, and assumptions of management,are not assurances of performance and are subject to considerable risks and unpredictability. These forward-looking statements should, therefore, be evaluated in the context of various significant factors, including those outlined in the Company’s filings with the SEC and the Canadian securities regulators, which you should examine, including, but not limited to, the Company’s Annual Report on Form 10-K filed with the SEC. In this news release, terms such as “will,” “could,” “plan,” “estimate,” “expect,” “intend,” “may,” “potential,” “believe,” “should,” and similar phrases are considered forward-looking statements. Such forward-looking statements may encompass, without limitation, assertions pertaining to the Acquisition, including the projected closing date, the payment of the Purchase Price, the integration of Mr. Piermont into the Company’s leadership team, and other remarks concerning the Company’s financial results, business strategies, and operational outcomes.

These forward-looking statements should not be perceived as forecasts of future occurrences, and the Company cannot guarantee that the events or situations referenced or inferred in these statements will occur or be realized. If these forward-looking statements are found to be incorrect, the error could be significant. You should not take these statements as a representation or guarantee by the Company or any other individual that it will fulfill its goals and plans within any particular timeframe, or at all. You are advised not to place excessive dependence on these forward-looking statements, which are only valid as of the date of this news release. The Company disavows any responsibility to publicly modify or issue any updates to these forward-looking statements, whether due to new information, future events, or otherwise, following the date of this news release or to reflect occurrences of unforeseen events, except as mandated by law.

Neither the Canadian Securities Exchange nor the United States Securities and Exchange Commission has evaluated, sanctioned, or rejected the content of this news release.

SOURCE iAnthus Capital Holdings Inc.