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THC Therapeutics, Inc. Announces Acquisition of Oregon and California Consortium of Cannabis Companies

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THC Therapeutics (OTC:THCT) has acquired The Headquarters Group (THG) in an all-share transaction valued at $11 million, paid through 11,007 thousand shares of newly created Series D Preferred stock. THG operates a portfolio of cannabis companies spanning genetics, cultivation, extraction, distribution, specialty real estate, and nutrients, with combined revenue of $4.8 million.

The acquisition unites companies with over 60 years of combined cannabis industry experience, establishing THCT's presence in California and Oregon markets. The deal aims to create a vertically integrated cannabis platform, with potential for expansion into other U.S. and international markets. THG has been operating in the cannabis industry since 2001, and under the transaction, THCT and current THG operators will assume management control.

THC Therapeutics (OTC:THCT) ha acquisito The Headquarters Group (THG) tramite una operazione interamente in azioni del valore di 11 milioni di dollari, corrisposta con 11.007 mila azioni di nuova emissione di azioni privilegiate Serie D. THG gestisce un portafoglio di aziende nel settore della cannabis che comprende genetica, coltivazione, estrazione, distribuzione, immobili specializzati e nutrienti, con un fatturato complessivo di 4,8 milioni di dollari.

L'acquisizione unisce aziende con oltre 60 anni di esperienza combinata nell'industria della cannabis, consolidando la presenza di THCT nei mercati della California e dell'Oregon. L'accordo punta a creare una piattaforma integrata verticalmente nel settore della cannabis, con potenziali espansioni in altri mercati statunitensi e internazionali. THG opera nel settore della cannabis dal 2001 e, con questa transazione, THCT e gli attuali gestori di THG assumeranno il controllo della gestione.

THC Therapeutics (OTC:THCT) ha adquirido The Headquarters Group (THG) en una transacción total en acciones valorada en 11 millones de dólares, pagada mediante 11,007 mil acciones recién creadas de acciones preferentes Serie D. THG opera un portafolio de empresas de cannabis que abarcan genética, cultivo, extracción, distribución, bienes raíces especializados y nutrientes, con un ingreso combinado de 4.8 millones de dólares.

La adquisición une compañías con más de 60 años de experiencia combinada en la industria del cannabis, estableciendo la presencia de THCT en los mercados de California y Oregón. El acuerdo busca crear una plataforma de cannabis verticalmente integrada, con potencial para expandirse a otros mercados de EE. UU. e internacionales. THG ha estado operando en la industria del cannabis desde 2001 y, bajo la transacción, THCT y los actuales operadores de THG asumirán el control de la gestión.

THC Therapeutics (OTC:THCT)1100만 달러 규모의 전액 주식 거래를 통해 The Headquarters Group (THG)을 인수했으며, 새로 발행된 시리즈 D 우선주 11,007천 주로 대금을 지급했습니다. THG는 유전학, 재배, 추출, 유통, 전문 부동산 및 영양소를 아우르는 대마초 기업 포트폴리오를 운영하며, 총 매출 480만 달러를 기록하고 있습니다.

이번 인수로 대마초 산업에서 총 60년 이상의 경험을 가진 기업들이 합쳐져 THCT가 캘리포니아와 오리건 시장에 진출하게 되었습니다. 이 거래는 수직 통합된 대마초 플랫폼을 구축하고, 미국 내 다른 지역과 국제 시장으로 확장할 가능성을 모색하는 것을 목표로 합니다. THG는 2001년부터 대마초 산업에서 운영해왔으며, 이번 거래를 통해 THCT와 기존 THG 운영진이 경영권을 인수하게 됩니다.

THC Therapeutics (OTC:THCT) a acquis The Headquarters Group (THG) dans le cadre d’une transaction entièrement en actions d’une valeur de 11 millions de dollars, réglée par 11 007 milliers d’actions nouvellement créées de préférence série D. THG exploite un portefeuille d’entreprises du cannabis couvrant la génétique, la culture, l’extraction, la distribution, l’immobilier spécialisé et les nutriments, avec un chiffre d’affaires combiné de 4,8 millions de dollars.

Cette acquisition rassemble des entreprises cumulant plus de 60 ans d’expérience combinée dans l’industrie du cannabis, établissant la présence de THCT sur les marchés de Californie et de l’Oregon. L’accord vise à créer une plateforme de cannabis intégrée verticalement, avec un potentiel d’expansion vers d’autres marchés américains et internationaux. THG opère dans l’industrie du cannabis depuis 2001 et, dans le cadre de la transaction, THCT et les actuels opérateurs de THG prendront le contrôle de la gestion.

THC Therapeutics (OTC:THCT) hat The Headquarters Group (THG) in einer Aktientransaktion im Wert von 11 Millionen US-Dollar übernommen, die durch 11.007 Tausend neu geschaffene Vorzugsaktien der Serie D bezahlt wurde. THG betreibt ein Portfolio von Cannabisunternehmen, die Genetik, Anbau, Extraktion, Vertrieb, Spezialimmobilien und Nährstoffe umfassen, mit einem Gesamtumsatz von 4,8 Millionen US-Dollar.

Die Übernahme vereint Unternehmen mit über 60 Jahren kombinierter Erfahrung in der Cannabisindustrie und etabliert die Präsenz von THCT auf den Märkten in Kalifornien und Oregon. Der Deal zielt darauf ab, eine vertikal integrierte Cannabisplattform zu schaffen, mit Potenzial zur Expansion in weitere US-amerikanische und internationale Märkte. THG ist seit 2001 in der Cannabisindustrie tätig, und im Rahmen der Transaktion werden THCT und die aktuellen THG-Betreiber die Managementkontrolle übernehmen.

Positive
  • All-share acquisition valued at $11 million, preserving cash resources
  • Acquired companies generate $4.8 million in combined revenue
  • Vertical integration across genetics, cultivation, extraction, and distribution
  • Includes valuable real estate assets in the transaction
  • Management team brings 60 years of combined cannabis industry experience
  • Expansion potential into additional U.S. and international markets
Negative
  • Significant share dilution through issuance of 11,007 thousand Series D Preferred shares
  • Operating in highly competitive cannabis markets of California and Oregon
  • Integration challenges of combining multiple cannabis operations

Breakthrough Transaction Unites Segment Leaders into a Powerful and Flexible Player in the Legal Cannabis Industry

MEDFORD, Ore., June 24, 2025 (GLOBE NEWSWIRE) -- THC Therapeutics, Inc. (“THCT” or the “Company”), (OTC: THCT), a company focused on the emerging and dynamic legal and regulated cannabis industry, announced today that it has acquired all of the issued and outstanding ownership interests of The Headquarters Group, Inc. (“THG”) in an all-share transaction valued at approximately $11,000,000 (the "Transaction") and completely satisfied through the issuance of 11,007 thousand shares of newly created Series D Preferred stock. THG, through its founders, has been operating in the cannabis industry since 2001.

Under the transaction, THC Therapeutics, Inc. acquired 100% of The Headquarters Group, Inc., 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. 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.

“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 as an industry leader in the California and Oregon markets. With the acquisition of this Company, 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.”

About the Acquired Company

The Headquarters Group, Inc: Medford, Oregon based holding company with 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. History says that change is inevitable, but Jefferson Soul believes the pursuit of freedom and independence must go on. Led by pioneers and industry survivors, Jefferson Soul’s mission is to Keep a Culture of Independence Alive! (www.jefferson-soul.com)
  • Kalix: Commercial scale specialty nutrient and fertilizer company with nationwide and international sales. Kalix was born out of necessity. 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. (www.kalixcpn.com)
  • NPK Industries: Hobby and home gardener nutrient and fertilizer company with nationwide and international sales. (www.npk-industries.com)
  • 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. (www.harvestfoodforlife.com)
  • 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.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, THCT’’s expectations regarding the receipt of requisite financing, if at all, the performance of the assets, our portfolio, execution of THCT’s business plan and the expectations regarding THCT’s ability to raise capital and maximize stockholder value. Words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of THCT’s control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include, but are not limited to: (i) THCT’s ability to execute our acquisition and disposition strategy and grow and manage growth profitability and retain our key employees; (ii) the ability to maintain the listing of our common stock on the OTC Markets; (iii) the risk that the Company is not able to maintain and enhance our brand and reputation in our marketplace, adversely affecting THCT’s business, financial condition and results of operations; (iv) the risk that periods of rapid growth and expansion could place a significant strain on resources, including our employee base, which could negatively impact operating results; (v) the risk that THCT may never achieve or sustain profitability; (vi) the risk that THCT may need to raise additional capital to execute our business plan, which may not be available on acceptable terms or at all; and (vii) other risks and uncertainties indicated from time to time in our Annual Report on Form 10-K for the fiscal year ended April 30, 2024 (the “Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on August 13, 2024. The foregoing list of factors is not exhaustive. There may be additional risks that THCT does not know or that currently believes to be immaterial that could also cause results to differ from those contained in any forward-looking statements. Recipients should carefully consider such factors and the other risks and uncertainties described in the “Risk Factors” section of the Annual Report and the periodic reports and other documents filed or to be filed by THCT from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and THCT assumes no obligation to, and does not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. THCT does not give any assurance that we will achieve our expectations.

Contact for THC Therapeutics, Inc. (OTC: THCT)

info@thct.life

www.thct.life


FAQ

What is the value of THC Therapeutics' acquisition of The Headquarters Group?

THC Therapeutics acquired The Headquarters Group in an all-share transaction valued at $11 million, paid through the issuance of 11,007 thousand shares of Series D Preferred stock.

What is the current revenue of the companies acquired by THCT?

The companies acquired under The Headquarters Group have a combined revenue of approximately $4.8 million.

What markets does THCT gain access to through this acquisition?

Through this acquisition, THCT gains access to the California and Oregon cannabis markets, with potential for expansion into other U.S. and international legal markets.

What business segments are included in THCT's acquisition of THG?

The acquisition includes companies in genetics, cultivation, extraction, distribution, specialty real estate, and nutrients for commercial and hobby cannabis growers.

How long has The Headquarters Group been operating in the cannabis industry?

The Headquarters Group, through its founders, has been operating in the cannabis industry since 2001, bringing over 60 years of combined industry experience.
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