THC Therapeutics Acquires The Headquarters Group

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MEDFORD, Ore. — THC Therapeutics Inc. (THCT), a company focused on the emerging and dynamic legal and regulated cannabis industry, acquired all the issued and outstanding ownership interests of The Headquarters Group Inc. (THG) in an all-share transaction valued at approximately $11 million. THCT issued 11,007 thousand shares of newly created Series D Preferred stock to fund the deal.THG, a holding company with a portfolio of companies in genetics, cultivation, extraction, and distribution as well specialty real estate and nutrients for commercial and hobby cannabis growers, has been operating in the cannabis industry since 2001. THCT and the current operators of THG will assume control of management. The companies acquired under THG have a combined revenue of approximately $4.8 million and include acquired real estate under the deal.

“This collaboration of deep expertise from world class cannabis operations management with over 60 years of combined experience will allow us to maximize efficiencies and generate significant revenue for THCT. The combined company will serve as a vertically integrated foundation in the company’s focused roll-up strategy to acquire industry leading cannabis companies in the cultivation, manufacturing, distribution, and nutrients segments within the regulated cannabis industry,” commented Scott Cox, CEO of THC Therapeutics Inc.

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“This isn’t a starting point, it’s a launching pad and a breakthrough transaction that delivers on our team’s commitment to building out a fully integrated vertical cannabis platform. It immediately unites several segment leaders into a powerful and flexible player in the legal cannabis market.”

The newly combined company will leverage its united capabilities in the California and Oregon markets. With the acquisition, THCT has established a foothold and expertise in California and Oregon and not only has the potential to grow established operations and brands, but also to expand these brands into other States throughout the U.S. and international legal markets.

“This kicks off our strategy of acquiring industry leaders in our focused verticals that can grow and expand with the management expertise and the capital we can inject as a public company. The acquisition gives THCT a strong foundation for rapid growth and expansion within the cannabis markets as we continue to build a world-class portfolio of assets within the cannabis sectors,” concluded Mr. Cox.

Richard Rowe, CEO of THG added, “The market is in a great place right now. The cannabis market itself is growing, while the industry that supports that market is in a strong consolidation phase. This is a good place to be for a successful business with proven systems and access to capital. We believe now is a great time to partner with someone like Scott and with a platform like THCT. Investment money has driven the market since its inception. Those who could spend the most money the fastest, were often, temporarily, perceived by the market to be the winners. Now the Era of Efficiency has come, moving forward efficiency, more and more, is going to drive values and returns.”

“With 60 years of combined experience in the cannabis market we have proven systems and methods to take advantage of efficiency driven success. The turmoil in the market has affected everyone including well run businesses with successful local or regional Brands. THCT as a platform has the opportunity to combine these companies through this consolidation phase, thereby offering them the benefits of scale and capital availability for further acquisitions and to facilitate organic growth.”

THG includes the following subsidiaries with a combined revenue of ~$4.8 million in 2024:

Jefferson Soul: Well established cultivation and extraction company located in Mt. Shasta, California, with 2 indoor cultivation facilities and established regional Brands. Located in The Emerald Triangle, a mountainous, rural area encompassing parts of Northern California and Southern Oregon. Over the past decades, as the region’s original homesteader lifestyles of ranching, farming, logging and mining dwindled, cannabis became an underlying foundation of the modern day pioneer lifestyle. A culture of growers established a lifestyle of independence by self-governing themselves with integrity and handshakes. Fast forward through the legalization and commercialization of cannabis and Jefferson Soul works to keep that culture alive. Led by pioneers and industry survivors, Jefferson Soul’s mission is to Keep a Culture of Independence Alive.

Kalix: Commercial scale specialty nutrient and fertilizer company with nationwide and international sales. Created for cannabis at a time when there were very few specialty cannabis fertilizers. Company founders worked with scientists and nutrient specialists to create a System that supports the cannabis plant equally throughout its various stages of growth.

NPK Industries: Hobby and home gardener nutrient and fertilizer company with nationwide and international sales.

Harvest Food for Life: International nutrient and fertilizer company with unique opportunities in West Africa. Harvest Food for Life has the opportunity to work with the Niger Government to help a section of West Africa alleviate the risk of food insecurity.

Shasta Properties Management: Real estate holding company which owns 2 separate specialty buildings, fitted out for commercial indoor cannabis cultivation.

Blue Sky Investments: Real estate holding company which owns warehousing and distribution space for bulk nutrients and fertilizers as well as a 5,000 sq/ft retail showroom.

About THC Therapeutics Inc.

THC Therapeutics, Inc. (OTC: THCT) is a US public company focused on acquiring and operating a portfolio of synergistic assets and companies within the legal cannabis industry. With a bi-coastal focus, our vertically integrated business model provides our portfolio the best position for rapid growth in cultivation, manufacturing and distribution. Our business model of engaging in “hands-on” (handling cannabis) and ancillary (supplying supplemental or peripheral services) places us in a position of being able to capitalize on the rapidly growing cannabis sector, giving THC Therapeutics a stable foundation, leading to creating significant value for our shareholders.

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