MediPharm Labs Corp. (TSXV: LABS) (OTCQX: MEDIF) (FSE: MLZ) ("MediPharm", "MediPharm Labs" or the "Company") a pharmaceutical company specialized in precision-based cannabinoids, today announced that it has acquired the intellectual property portfolio of Shelter Cannabis ("Shelter"), including cannabis dried flower and pre-roll products, manufacturing know-how, trademarks, marketing assets and provincial listings (the "Transaction"). MediPharm will pay Shelter based on an earn-out reflective of future gross sales, net of excise tax. MediPharm-originated shipments are expected to begin during Q2 2022.

Transaction Highlights

• Fills a key gap in MediPharm product portfolio – MediPharm strengthens its recreational business by adding Shelter's highly recognizable Wildlife and Craft dried flower and pre-roll brands and products; dried flower is a roughly CAD $2.6B category that accounts for over 70 per cent of domestic cannabis sales1. The addition of these brands and products aligns with the Company's portfolio of pharmaceutical cannabinoid products to create a differentiated business focused on quality and craftsmanship in cannabis. 
   
• Investments made to date create frictionless pathways to integrate and optimize Shelter Cannabis brands – With its established provincial agreements, logistics and sales teams, the Company will aim to optimize investments made to date and solidify its presence in the Canadian adult-use market. Over the past eight months, MediPharm has added considerable resources to its established sales network across Canada – which is now composed of over 20 dedicated sales and marketing professionals. MediPharm sees an opportunity to leverage this network to deepen Shelter's shelf presence in its existing provinces, and to expand to additional markets. MediPharm now ships to 9 of the 10 provinces with Newfoundland registration underway.
   
• Additional synergies by moving Shelter's production to MediPharm's existing facility – Shelter's brands are currently being produced at a facility in Saskatchewan. MediPharm will move production to its existing facility in Barrie, Ontario with very little capital expenditure required, enhancing capital utilization of facilities and staff, and driving additional margin.
   
• Opportunity to expand international medical flower business – MediPharm already supplies medical flower to the UK and German medical cannabis markets where flower makes up the majority of sales.
   
• Non-dilutive transaction, with payment based on future performance – MediPharm has arranged to pay the vendor a royalty solely based on the future Shelter Cannabis sales, making the transaction cost 100 per cent performance based. This is expected to minimize risk to MediPharm shareholders, while maximizing return and allows MediPharm to retain its substantial cash position for future growth opportunities.

Management Commentary

Bryan Howcroft, CEO of MediPharm commented, "This Transaction represents an important step as MediPharm continues to focus on building a Canadian recreational portfolio that is relevant, profitable and grounded in the Company's unwavering commitment to high quality products. With Shelter, we see a significant opportunity to get a head start in the important dried flower and pre-roll segment of the market, with the addition of a well-regarded list of brands, led by Shelter's flagship Wildlife brand. With MediPharm's existing buying power, and established sales and production platforms, we believe there are multiple opportunities to generate revenue and cost synergies through this Transaction, to continue building value for MediPharm shareholders. Expected increased activity and success in the Canadian adult use market supports MediPharm resources as we continue to build out our pharmaceutical business with traditional pharma customers being part of longer development and sales cycle."

Shelter's CEO Michael Nederhoff said, "We are very excited by the opportunity that MediPharm has created for our brands to live on in the Canadian recreational market. After a successful journey, Shelter and Wildlife have made a lasting impression which MediPharm will now take ownership of and continue to grow."