Material Agreement (Form 8-K)

DENVER, October 14, 2025- Medicine Man Technologies, Inc., operating as Schwazze (OTC: SHWZ) (Cboe CA: SHWZ) ("Schwazze" or the "Company"), announced it has entered into a Restructuring Support Agreement ("RSA") with an affiliate of Vireo Growth Inc. (CSE: VREO) (OTCMKTS: VREOF) ("Vireo"), which holds a majority of the Company's outstanding 13% senior secured notes due December 7, 2026 ("Senior Secured Notes"), the holders of certain outstanding deferred cash seller notes (the "Star Buds seller notes") and certain other parties. The RSA sets forth a plan to restructure the operations and capital structure of the Company and its subsidiaries through a series of transactions, including, but not limited to, the sale of certain assets representing a majority of the total assets of the Company and its subsidiaries (the "Asset Sale") to a newly-formed entity ("NewCo") to be majority-owned by Vireo, and the liquidation and winding down of the Company's remaining operations. The landmark transactions contemplated by the RSA are expected to result in the continuation of our business as a new, growth-oriented company with less debt, improved liquidity and a streamlined asset portfolio.

Pursuant to the RSA, the collateral agent under the indenture governing the Senior Secured Notes, acting at the direction of Vireo, will submit a credit bid at an auction contemplated to be held in connection with the Asset Sale. If the credit bid is successful, the Company will enter into an asset purchase agreement with NewCo pursuant to which, subject to receipt of regulatory approvals and other closing conditions, the assets subject to the Asset Sale would be transferred to NewCo in consideration for an assumption by NewCo of certain specified liabilities of the Company and a discharge of all or a majority of the Senior Secured Notes. Certain parties have also agreed to provide NewCo with up to approximately $62 million in financing, the proceeds of which will be used to refinance the Star Buds seller notes, pay transaction expenses and provide NewCo with working capital.

Any remaining assets of the Company not purchased in the Asset Sale would be subject to a wind down, and the remaining liabilities of, and equity interests in, the Company will receive the net proceeds (if any) from the wind down proceedings in accordance with their relative priorities under applicable law.

Further information about the RSA and the contemplated transactions is included in a Current Report on Form 8-K being filed today by the Company with the U.S. Securities and Exchange Commission ("SEC").

"Today's announcement represents a pivotal milestone in our journey to build a stronger, more agile organization," said Forrest Hoffmaster, Schwazze Chief Executive Officer. "This structure positions us to deliver exceptional value to our customers, employees, and partners. Vireo's support and commitment demonstrates strong confidence in our management team's strategic vision and our ability to capitalize on market consolidation opportunities. We are excited about the path forward and the significant potential this partnership creates."

Completion of the transactions contemplated by the RSA are subject to certain conditions, including regulatory approval where applicable.

The Company is represented by Polsinelli PC as its legal counsel, and Oppenheimer & Co. Inc., as its financial advisor.

Contact:

Mark Joachim ([email protected])

Bruce Buchanan ([email protected])

About Schwazze

Schwazze (OTC: SHWZ) (Cboe CA: SHWZ) is a premier vertically integrated regional cannabis company with assets in Colorado and New Mexico. Schwazze is the parent company of a portfolio of leading cannabis businesses and brands spanning seed to sale.

Schwazze is anchored by a high-performance culture that combines customer-centric thinking and data science to test, measure, and drive decisions and outcomes. The Company's leadership team has deep expertise in retailing, wholesaling, and building consumer brands at Fortune 500 companies as well as in the cannabis sector.

Medicine Man Technologies, Inc. was Schwazze's former operating trade name. The corporate entity continues to be named Medicine Man Technologies, Inc. Schwazze derives its name from the pruning technique of a cannabis plant to enhance plant structure and promote healthy growth. To learn more about Schwazze, visit https://schwazze.com/.