Mr. Forrest Hoffmaster reports

SCHWAZZE ANNOUNCES TRANSITION TO OTC EXPERT MARKET AND PROVIDES UPDATE ON DELAYED FILING

Medicine Man Technologies Inc., operating as Schwazze, will transition its common stock to the OTC Expert Market under the ticker symbol SHWZ due to the company's delayed filing of its Form 10-Q for the period ended March 31, 2024, with the Securities and Exchange Commission. The delay was a result of an SEC order regarding the company's previous auditor, BF Borgers CPA PC, which was dismissed as Schwazze's auditor prior to the SEC's order.

As previously announced on April 8, 2024, Schwazze dismissed BF Borgers as its independent registered public accountant and engaged Baker Tilly U.S. LLP as its new independent accountant. Subsequent to the transition, on May 3, 2024, the SEC issued an order to BF Borgers and its owner, citing the deliberate and systemic failures to comply with Public Company Accounting Oversight Board standards in its audits and reviews, which were incorporated in more than 1,500 SEC filings from January, 2021, through June, 2023, and affected at least 75 per cent of BF Borgers's 369 clients.

As a result of the SEC order, the company's new auditor needs additional time to complete its prior-period review before the company files its quarterly report for the three months ended March 31, 2024. In addition, Baker Tilly is reauditing its fiscal year 2023 financial statements and rereviewing the closing of its 2022 balance sheet prior to filing its 2024 annual report. Baker Tilly is actively working to reaudit the company's financial statements for the associated periods.

The company intends to complete the necessary work to be current in its reporting obligations with the SEC in the coming months.

"Our decision to dismiss BF Borgers as our auditor was a strategic move to bolster our accounting rigour, and it proved to be the right decision given the SEC's subsequent charges on BF Borgers," said Forrest Hoffmaster, interim chief executive officer of Schwazze. "Although our OTC listing was affected by BF Borgers's actions, we are diligently working with our new auditor to complete the reaudit process in an efficient and timely manner. We are also pursuing recoveries for all fees related to BF Borgers."

As a result of the delayed filing, Schwazze has sought from, and is in communication with, the Ontario Securities Commission concerning the availability of a management cease trade order in respect of the missed deadline for the quarterly report ended March 31, 2024. If an MCTO is granted, it is expected that the general investing public will continue to be able to trade in the company's listed common shares; however, the company's named executive officers will not be able to trade in the company's common shares. The company confirms it will comply with the provisions of the alternative information guidelines under National Policy 12-203 (Management Cease Trade Orders) for so long as an MCTO remains in effect.

About Medicine Man Technologies Inc.

Schwazze is building a premier vertically integrated regional cannabis company with assets in Colorado and New Mexico, and will continue to explore taking its operating system to other states where it can develop a differentiated regional leadership position. 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 was Schwazze's former operating trade name. The corporate entity continues to be named Medicine Man. Schwazze derives its name from the pruning technique of a cannabis plant to enhance plant structure and promote healthy growth.

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