Cansortium Inc. Reports Fourth Quarter and Full Year 2019 Financial Results; Provides Preliminary First Quarter 2020 Metrics and Initial Full Year 2020 Outlook

05/19/2020

MIAMI, May 19, 2020 /PRNewswire/ - Cansortium Inc. (CSE:TIUM.U) (OTCQB: CNTMF) ("Cansortium" or the "Company"), a vertically-integrated provider of premium-quality medical cannabis, today announced financial results for its fourth quarter and full year ended December 31, 2019. The Company also provided preliminary first quarter 2020 financial metrics and its initial full year 2020 outlook. The Company's audited consolidated financial statements and accompanying notes for fiscal 2019, along with the Management Discussion and Analysis (MD&A) are available under the Company's profile on SEDAR at www.sedar.com and are also accessible through a link on the Investor Relations section of the Company's website at www.getfluent.com.

Executive Chairman Neal Hochberg commented, "Cansortium took significant strides in the second half of 2019 to improve the Company's balance sheet and establish a platform for profitable growth in our core markets of Florida, Michigan, Pennsylvania and Texas. During 2019, we expanded our dispensary footprint in Florida to 18 locations and we operationalized our key cultivation facility in Tampa, which is the cornerstone of our vertically integrated operations in Florida. Since the beginning of 2020, we have continued to make significant improvements to the business and are pleased to share that Q1 2020 marked the first time in the Company's history that Cansortium generated positive EBITDA, driven by strong revenue growth. We believe that revenue growth and profitability will continue to strengthen through the remainder of 2020."

Selected Fourth Quarter 2019 Financial Highlights Versus Fourth Quarter 2018 Results

Consolidated revenue increased 52 percent to $9.5 million, compared with revenue of $4.9 million for the fourth quarter of 2018
Consolidated loss from operations totaled $(5.8) million, compared to loss from operations of $(10.2) million for the same period of 2018
Consolidated Adjusted EBITDA⁽²⁾ totaled $0.1 million, compared to Adjusted EBITDA⁽²⁾ loss of $(10.3) million for the same period of 2018

Selected Full Year 2019 Financial Highlights Versus Full Year 2018 Pro-Forma Results⁽¹⁾

Consolidated revenue increased 51 percent to $28.5 million, compared with pro-forma revenue of $18.9 million
Consolidated loss from operations totaled $(30.9) million, compared with pro-forma loss from operations of $(14.0) million
Consolidated Adjusted EBITDA⁽²⁾ loss totaled $(6.9) million, compared to Adjusted pro-forma EBITDA⁽²⁾ loss of $(16.0) million for the same period of 2018

(1)

Pro-forma measures reflect the consolidation of Knox Servicing, which was accounted for as an equity method investment until August 15,
2018, the date on which the Company acquired the remaining interest in Knox Servicing and became the sole member, and are non-IFRS
financial measures that do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures
presented by other companies.

(2)

Adjusted EBITDA is a non-IFRS financial measure that does not have any standardized meaning prescribed by IFRS and may not be
comparable to similar measures presented by other companies. The Company calculates adjusted EBITDA from EBITDA plus (minus)
unrealized loss (gain) on embedded derivatives, plus (minus) certain one-time non-operating expenses, as determined by management.
Reconciliations from EBITDA and Adjusted EBITDA to Net Loss are included in the accompanying financial schedules.

Preliminary First Quarter Financial Metrics

The Company intends to avail itself of the 45-day filing extension provided by the Canadian Securities Administrators as blanket relief, and Ontario Instrument 51-502: Temporary Exemption from Certain Corporate Finance Requirements (the "Order"), for periodic filings normally required to be made by issuers during the period from March 23, 2020 to June 1, 2020. Accordingly, the Company will be postponing the filing of its quarterly financial statements for the three months ended March 31, 2020 and the related management's discussion and analysis beyond the original filing deadline of May 31, 2020. In the interim, it is providing the following select preliminary financial metrics for the period.

Preliminary, unaudited consolidated revenues for the first quarter ended March 31, 2020 totaled approximately $10.2 million, an 85% increase as compared with revenues of $5.5 million in the first quarter of 2019. During the first quarter of 2020, the Company opened its 19^th medical marijuana dispensary in Panama City, FL. It operated 9 dispensaries during the comparable period in 2019. In April, the Company opened its 20^th Florida dispensary in East Orlando, FL – it's third in the greater Orlando market.
Q1 2020 marked the first time the Company was EBITDA positive, achieving preliminary EBITDA of $0.1 million and adjusted EBITDA of $0.9 million, compared with EBITDA loss of $(5.5) million and adjusted EBITDA loss of $(3.3) million in the comparable period of 2019.

Initial Full Year 2020 Outlook

The Company is projecting consolidated revenues for 2020 in the range of $55 million to $60 million and adjusted EBITDA of more than $15 million. The forecast is based on projected revenues of at least $45 million for Cansortium's Florida operations with additional revenue from the Michigan, Pennsylvania and Texas markets.

The Company projects that it will open six additional Florida dispensaries during the remainder of 2020. These locations include Coral Gables, Kendall, South Beach (Miami Beach), Coral Springs, Fort Pierce and Deerfield Beach. In addition, the Company expects to develop two new dispensaries in the south-central region of Pennsylvania during 2020 that will begin operating in early 2021.

Mr. Hochberg noted, "Our preliminary first quarter results and full year 2020 outlook reflect confidence in management's ability to execute the operational and financial restructuring plan (the "Plan") developed by the Company's Board of Directors and its Special Committee." The successful completion of Phase One of the Plan included:

significant staff rationalization and cost savings
improvements to the Company's main cultivation facility in Tampa to reach full operational capacity
sale of non-core operations in Canada and Puerto Rico
extension of near-term debt maturities and reduction of nearly $10 million of contingent liabilities
completion of a private equity placement for gross proceeds of approximately U.S. $4.6 million to fund strategic growth opportunities
establishment of a strategic partnership with Moxie to improve cultivation, branding and product mix.

Mr. Hochberg added, "We are proud of management's accomplishments during the past six months and we are now entering Phase Two of the Plan which will focus on growth and long-term shareholder value creation. We believe that Cansortium's projected profitability will enable the Company to pursue the following targeted initiatives:"

Expand its Florida dispensary network to 26 by the end of 2020
Augment its Florida cultivation capacity
Utilize technology and various marketing initiatives to increase sales and customer loyalty
Generate revenue in Michigan during 2020
Grow its Pennsylvania dispensary network to three by 2021
Continue to promote expansion of the medicinal cannabis market in Texas

Mr. Hochberg concluded, "We are committed to carefully focusing our capital and other resources on the most promising, actionable U.S. medical marijuana markets. In Florida, despite the unprecedented challenges presented by the ongoing global COVID-19 pandemic, we are strengthening the Fluent brand's competitive position by continuing to serve Florida's growing medical marijuana patient population as a designated essential service and we continue to grow revenues while managing expenses to drive profitability. Together with additional opportunities in Michigan, Pennsylvania and Texas, we are positioned to make meaningful progress in 2020 toward enhanced cash flow and profitability."

ABOUT CANSORTIUM INC.

Headquartered in Miami, Florida, and operating under the Fluent™ brand, Cansortium is focused on being the highest quality cannabis company in the State of Florida driven by unrelenting commitment to operational excellence from seed to sale. Cansortium has developed strong proficiencies in each of cultivation, processing, retail, and distribution activities, the result of successfully operating in the highly regulated cannabis industry. In addition to Florida, Cansortium is seeking to create significant shareholder value in the attractive markets of Texas, Michigan and Pennsylvania.

Cansortium Inc.'s common shares and warrants trade on the CSE under the symbol "TIUM.U" and "TIUM.WT.U", respectively, and on the OTCQB Venture Market under the symbol (OTCQB: CNTMF). Investors can find current financial disclosure and Real-Time Level 2 quotes for the Company on www.otcmarkets.com.

Forward-Looking Information

All projections related to anticipated future results are forward-looking in nature and are subject to risks and uncertainties that may cause actual results to differ, perhaps materially. Projections are predicated on the Company's ability to continue successfully implementing the strategic growth and cost-saving initiatives identified by the Special Committee of the Board. In addition, projections are based on the Company's ability to secure and effectively deploy its capital resources toward those initiatives.

Certain information in this news release, may constitute forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events. Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in the public documents of the Company available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this news release are made as of the date of this news release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

Financial Tables Follow

Cansortium Inc
Consolidated Statements of Financial Position
As of December 31, 2019 and 2018
(USD '000)
			Restated
	December 31,		December 31,
	2019		2018
Assets
Current assets
Cash and cash equivalents	$	2,516	$	2,026
Accounts receivable	144		62
Inventory	6,709		2,837
Biological assets	3,845		2,549
Note receivable	3,870		-
Prepaid expenses and other current assets	556		543
Total current assets	17,640		8,017

Assets held for sale	6,301		-

Property and equipment, net	19,128		18,573
Intangible assets, net	98,566		105,657
Right-of-use assets	20,190		-
Investment in associate	3,424		-
Goodwill	1,526		7,498
Other assets	291		721
Total assets	$	167,066	$	140,466

Liabilities
Current liabilities
Accounts payable	$	7,860	$	4,910
Accrued liabilities	5,135		3,936
Income taxes payable	1,492		-
Derivative liabilities	13,198		10,810
Current portion of notes payable	9,350		43,845
Lease obligations	1,761		-
Other current liabilities	-		1,350
Total current liabilities	38,796		64,851

Liabilities held for sale	3,240		-

Notes payable, net of current portion	31,053		9,454
Lease obligations, net of current portion	21,166		-
Deferred income taxes	24,957		-
Other long-term liabilities	676		450
Total liabilities	119,888		74,755

Shareholders' equity
Share capital	149,322		91,655
Share-based compensation reserve	2,977		-
Equity conversion feature	7,613		-
Warrants	11,773		296
Accumulated deficit	(123,785)		(25,237)
Accumulated other comprehensive loss	(563)		(488)
Total shareholders' equity attributable to Cansortium Inc. shareholders	47,337		66,226
Non-controlling interests	(159)		(515)
Total shareholders' equity	47,178		65,711

Total liabilities and shareholders' equity	$	167,066	$	140,466

Cansortium Inc
Consolidated Statement of Operations
For the years ended December 31, 2019 and 2018
(USD '000)
	For the years ended December 31,

			Restated
	2019		2018

Revenue, net of discounts	$	28,511	$	8,061
Cost of goods sold	10,596		6,447
Gross profit before fair value adjustments	17,915		1,614

Realized fair value of increments on inventory sold	9,594		1,612
Unrealized change in fair value of biological assets	(9,735)		(2,866)
Gross profit	18,056		2,868

Expenses
General and administrative	21,720		16,094
Share-based compensation	7,161		963
Sales and marketing	12,165		4,333
Depreciation and amortization	7,869		1,729
Total expenses	48,915		23,119

Loss from operations	(30,859)		(20,251)

Discontinued operations	12,415		-

Other expense (income)
Interest expense, net	14,811		3,794
Change in fair market value of derivative	(328)		4,519
Loss (gain) on investment in associate	353		(2,761)
Gain in fair market value of investment in associate	-		(25,693)
Loss on disposal of assets	2,909		-
Other expense	462		944
Total other expense (income)	18,207		(19,197)

Loss before taxes	(61,481)		(1,054)

Income taxes	4,164		-

Net loss	(65,645)		(1,054)

Net loss attributable to non-controlling interest	(313)		(727)

Net loss attributable to controlling interest	$	(65,332)	$	(327)

Net loss per share
Basic	$	(0.35)	$	(0.01)
Diluted	$	(0.35)	$	(0.01)

Cansortium Inc
Consolidated Statement of Cash Flows
For the years ended December 31, 2019 and 2018
(USD '000)
			Restated
			(Note 22)
	2019		2018
Operating activities
Net loss	$	(65,645)	$	(1,054)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	6,652		3,690
Depreciation and amortization	8,871		2,599
Unrealized gain on changes in fair value of biological assets	(9,735)		(2,866)
Accretion of convertible debentures	5,578		895
Discontinued operations	12,415		-
Change in fair market value of derivative	(328)		4,519
Loss (gain) on investment in associate	353		(2,761)
Loss of disposal of property and equipament	2,909		570
Gain in fair market value of investment in associate	-		(25,693)
Interest on lease liabilities	2,281		-
Deferred tax expense	2,671		-
Changes in operating assets and liabilities:
Accounts Receivable	(165)		(30)
Inventory	(4,026)		27
Biological assets	8,439		1,762
Prepaid expenses and other current assets	(506)		148
Other assets	403		(713)
Accounts payable	3,565		1,743
Accrued liabilities	2,487		3,398
Income taxes	1,492		-
Other current liabilities	(1,261)		-
Other liabilities	870		1,747
Net cash used in operating activities	(22,680)		(12,019)

Investing activities
Purchases of property and equipment	(13,844)		(9,529)
Purchase of intangible assets	(319)		(219)
Notes receivable	(3,870)		-
Business acquisitions, net of cash acquired	-		(88)
Net cash used in investing activities	(18,033)		(9,836)

Financing activities
Proceeds from IPO	50,836		-
Proceeds from issuance of shares	-		22,046
Proceeds from issuance of notes payable	37,584		1,495
Proceeds from sale of property and equipment	204		-
Distribution to initial investors	-		(600)
Payment of lease obligations	(3,500)		-
Payment of business acquisition contractual obligation	-		(1,150)
Principal repayments of notes payable	(43,840)		(448)
Net cash provided by financing activities	41,284		21,343
Effect of foreign exchange on cash and cash equivalents	(75)		(495)
Net increase in cash and cash equivalents	496		(1,007)
Cash and cash equivalents, beginning of period	2,026		3,033
Cash and cash equivalents, end of period	$	2,522	$	2,026

Cash	$	2,516	$	2,026
Cash included in assets held for sale	6		-
Total cash	$	2,522	$	2,026

Cash paid during the period for interest	$	4,144	$	641

Non-cash transactions:
Notes payable issued to acquire additional non-controlling
interest of subsidiary	$	-	$	50,199
Issuance of shares to acquire additional non-controlling
non-controlling interest of subsidiary	$	9,000	$	11,341
Issuance of equity for business acquisition	$	-	$	16,874
Issuance of shares for investment in Green Standard	$	3,777	$	-
Future equity price guarantee	$	2,597	$	3,561
Conversion of capital contributions to notes payable	$	-	$	1,809
Conversion of accrued interest and notes payable to equity	$	2,440	$	4,910

Cansortium Inc
Financial Highlights
For the three months ended December 31, 2019 and 2018
(USD '000)

	Three months ended
Financial results	December 31, 2019		December 31, 2018		Variance

Revenue	$	9,505	$	4,900	$	4,605

Gross profit	$	9,382	$	1,404	$	7,978
Gross margin	98.7%		28.6%		70.1%

Adjusted gross profit (loss)⁽¹⁾	$	5,731	$	(436)	$	6,167
Adjusted gross margin⁽¹⁾	60.3%		-8.9%		69.2%

Selling, general and administrative expenses	$	15,177	$	11,558	$	3,619

EBITDA⁽¹⁾	$	(24,058)	$	(11,571)	$	(12,487)
Adjusted EBITDA⁽¹⁾	$	95	$	(10,297)	$	10,392

Net loss	$	(32,770)	$	(14,896)	$	(17,875)
Net loss per share (basic)	$	(0.18)	$	(0.11)	$	(0.07)
Net loss per share (diluted)	$	(0.18)	$	(0.11)	$	(0.07)

(1)

Adjusted gross profit, adjusted gross margin, EBITDA and Adjusted EBITDA are non-IFRS financial measures that do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. Refer to the reconciliation to IFRS and quarterly results of operations sections at the Company's Management Discussion and Analysis document for reconciliation to IFRS.

Cansortium Inc
Financial Highlights
For the years ended December 31, 2019 and 2018
(USD '000)
							PRO-FORMA⁽¹⁾
	Year ended						Year ended
Financial results	December 31, 2019		December 31, 2018		Variance		December 31, 2018		Variance vs. 12/31/19

Revenue	$	28,511	$	8,061	$	20,450	$	18,850	$	9,661

Gross profit	$	18,056	$	2,868	$	15,188	$	15,502	$	2,554
Gross margin	63.3%		35.6%		27.8%		82.2%		-18.9%

Adjusted gross profit⁽²⁾	$	17,915	$	1,614	$	16,301	$	10,321	$	7,594
Adjusted gross margin⁽²⁾	62.8%		20.0%		42.8%		54.8%		8.1%

Selling, general and administrative expenses	$	48,915	$	23,119	$	25,796	$	29,543	$	19,372

EBITDA⁽²⁾	$	(35,686)	$	4,796	$	(40,482)	$	(16,869)	$	(18,817)
Adjusted EBITDA⁽²⁾	$	(6,936)	$	(16,099)	$	9,163	$	(15,998)	$	9,062

Net income (loss)	$	(65,645)	$	(1,054)	$	(64,591)	$	(23,294)	$	(42,351)
Net income (loss) per share (basic)	$	(0.35)	$	(0.01)	$	(0.35)	$	(0.17)	$	(0.18)
Net income (loss) per share (diluted)	$	(0.35)	$	(0.01)	$	(0.35)	$	(0.17)	$	(0.18)

(1)

(2)

Adjusted gross profit, adjusted gross margin, EBITDA and Adjusted EBITDA are non-IFRS financial measures that do not have any
standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. Refer to the
reconciliation to IFRS and quarterly results of operations sections at the Company's Management Discussion and Analysis document for
reconciliation to IFRS.

CANSORTIUM INC.
RECONCILIATION OF NON-IFRS FINANCIAL MEASURES
FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2019 AND 2018
(USD '000)

EBITDA

EBITDA is a non-IFRS financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. The Company calculates EBITDA from net income (loss), plus (minus) interest expense (income), plus income taxes, plus depreciation and amortization, as follows:

	Three months ended
	December		December
	31, 2019		31, 2018		Variance

Net income (loss)	$	(32,770)	$	(14,896)	$	(17,875)
Interest expense	5,025		2,217		2,808
Income taxes	2,456		-		2,456
Depreciation and amortization	1,231		1,108		123
EBITDA	$	(24,058)	$	(11,571)	$	(12,487)

							PRO-FORMA⁽¹⁾
	Year ended						Year ended
	December		December		Variance		December		Variance
	31, 2019		31, 2018				31, 2018
Net income (loss)	$	(65,645)	$	(1,054)	$	(64,591)	$	(23,294)	$	(42,351)
Interest expense	14,811		3,794		11,017		3,800		11,011
Income taxes	4,164		-		4,164		-		4,164
Depreciation and amortization	10,984		2,056		8,928		2,625		8,359
EBITDA	$	(35,686)	$	4,796	$	(40,482)	$	(16,869)	$	(18,817)

(1)

Pro-forma measures reflect the consolidation of Knox Servicing, which was accounted for as an equity method investment until
August 15, 2018, the date on which the Company acquired the remaining interest in Knox Servicing and became the sole member,
and are non-IFRS financial measures that do not have any standardized meaning prescribed by IFRS and may not be comparable to
similar measures presented by other companies.

CANSORTIUM INC.
RECONCILIATION OF NON-IFRS FINANCIAL MEASURES
FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2019 AND 2018
(USD '000)

Adjusted EBITDA

Adjusted EBITDA is a non-IFRS financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. The Company calculates adjusted EBITDA from EBITDA plus (minus) unrealized loss (gain) on embedded derivatives, plus (minus) certain one-time non-operating expenses, as determined by management. The reconciliation from EBITDA to Adjusted EBITDA is as follows:


	Three months ended
	December 31, 2019		December 31, 2018		Variance
EBITDA	$	(24,058)	$	(11,571)	$	(12,487)
Change in fair value of biological assets	(3,651)		(1,840)		(1,811)
Change in fair market value of derivative	5,844		1,580		4,264
Share based compensation	5,416		963		4,453
Discontinued operations	12,415		-		12,415
Other non-recurring expense	4,129		570		3,559
Adjusted EBITDA	$	95	$	(10,297)	$	10,392

							PRO-FORMA⁽¹⁾
	Year ended						Year ended
	December		December		Variance		December		Variance
	31, 2019		31, 2018				31, 2018
EBITDA	$	(35,686)	$	4,796	$	(40,482)	$	(16,869)	$	(18,817)
Change in fair value of biological assets	(141)		(1,254)		1,113		(5,181)		5,040
Change in fair market value of derivative	(328)		4,519		(4,847)		4,519		(4,847)
Gain in fair market value of investment in associate	-		(25,693)		25,693		-		-
Share based compensation	7,161		963		6,198		963		6,198
Discontinued operations	12,415		0		12,415		-		12,415
Other non-recurring expenses	9,643		570		9,073		1,533		8,110
Adjusted EBITDA	$	(6,936)	$	(16,099)	$	9,163	$	(15,035)	$	8,099

(1)

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SOURCE Cansortium Inc

www.getfluent.com; Cansortium Investors and Media: Neal Hochberg, Executive Chairman, neal@getfluent.com, 646-752-5736, investors@cansortium.com

News Release

Cansortium Inc. Reports Fourth Quarter and Full Year 2019 Financial Results; Provides Preliminary First Quarter 2020 Metrics and Initial Full Year 2020 Outlook