Schwazze to Liquidate Assets, Potentially Restructure as Vireo Subsidiary

*DENVER* — Medicine Man Technologies Inc., operating as Schwazze, has
entered into a Restructuring Support Agreement (“RSA”) with an affiliate of
Vireo Growth Inc., which holds a majority of the Company’s outstanding 13%
senior secured notes due December 7, 2026, 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 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 transactions contemplated by the RSA are expected to result
in the continuation of business as a new 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.

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.