• Revenue of $23.4M compared to $17.8M in 2022, an increase of 32%
• Operating Cash Flow (OCF), before changes in working capital (WC), of $6.4M compared to $3.2M in 2022, an increase of 102%
• Free Cash Flow¹ (FCF) of $2.8M, after maintenance and growth investments of $3.5M
• Announced a strategic advisory agreement with Goodness Growth Holdings to focus on improving quality, yields, and efficiencies in their Minnesota and Maryland operations
• Announced entry into the attractive New Jersey market, with construction nearing completion and on track to be completed in Q2 2024, with sales expected in Q3 2024
• Augmented New Jersey presence with a retail investment in collaboration with Bengal Capital to invest in the operations of an adult-use dispensary in West New York, New Jersey
• Closed three tranches of convertible debentures for total gross proceeds of $8.0M

MEDFORD, Ore., Feb. 29, 2024 /CNW/ – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a craft cannabis company born from the amazing terroir of Oregon’s Rogue Valley, is pleased to report its audited 2023 results for the twelve months ended October 31, 2023. All financial information is provided in U.S. dollars unless otherwise indicated.

Fiscal 2023 Financial Summary ($USD Millions)

Management Commentary 

“We are pleased to announce another record year at Grown Rogue, highlighted by continued strong performance in our core markets of Oregon and Michigan, and in our new advisory agreement with Goodness Growth. Our year-over-year revenue and operating cash flow growth of 32% and 102%, respectively, shows our ability to profitably scale our business, our commitment to controlling costs through the growth cycle, and our focus on high quality cannabis products that delight our consumers,” said Obie Strickler, CEO of Grown Rogue. “Our operational performance combined with our ability to raise $8 million in reasonably priced convertible debt, underscores my confidence in our ability to be successful in New Jersey and beyond.”

“We are pleased with the construction progress in New Jersey and continue to believe this is an incredibly compelling return on our capital and capabilities. We are particularly excited to soon be bringing Oregon quality cannabis to the great people of New Jersey.

We also recently announced a retail investment in New Jersey to augment our cultivation facility in that market. We are excited to be collaborating with Nile and Bengal in this investment to allow us to expand outside of our core competency without taking too much capital or bandwidth, and continue to look for similar opportunities to sponsor aligned New Jersey retail in the future. This allows us access to shelf space for our branded flower products and earn additional profits within the highly attractive New Jersey market, while continuing our meticulous focus on producing affordable, craft-quality flower,” continued Mr. Strickler.

“Our 2024 corporate objectives remain unchanged from 2023: continued operational improvements, launching in New Jersey, and identifying and executing our next expansion project. We continue to refine our production, genetics, and efficiencies in our markets, drive increases in quality and yield for Goodness Growth, and gain market share in our new packaged products in Michigan and Oregon. We are also looking to expand into at least one additional market should we find an opportunity that fits our criteria, and we are in some advanced discussions on this front.

I want to personally thank the entire Grown Rogue team, our shareholders, and our customers for the continued support to help Grown Rogue achieve our goal of becoming the first nationally recognized craft cannabis company in the U.S.”

Oregon Market Highlights ($USD Millions)

• #1 Flower brand and #3 brand overall in 2023, according to LeafLink’s MarketScape data, and #1 flower brand for ten consecutive quarters
• Total harvested wet weights for the state of Oregon decreased 0% YoY for indoor, 3% YoY for mixed, and increased 1% YoY for outdoor, according to the Oregon Liquor and Cannabis Commission (OLCC) for calendar year 2023
• Increased Oregon sungrown capacity with a lease option of 35 acres in Medford
• Launched Grown Rogue and Yeti branded pre-roll packs that are exceeding internal expectations

Michigan Market Highlights ($USD Millions)

• Released strain specific packaging and Yeti pre-rolls that has pushed pre-packaged product mix to 40% of sales in Q4 and has led to an increase in pricing and brand awareness
• Sales in Michigan in December 2023 was a new record at $280M, and sales in 2023 were over $3.0B, the second market in the U.S to reach that milestone
• Grown Rogue exercised its option and acquired 87% of Canopy Management, LLC resulting in its controlling interest in Golden Harvests, LLC

Michigan operations are through Golden Harvests, LLC.

Financial Statements and aEBITDA reconciliation

NOTES:

NON-IFRS FINANCIAL MEASURES

EBITDA and aEBITDA are non-IFRS measures and do not have standardized definitions under IFRS. The Company has also provided unaudited pro-forma financial information, which assumes that closed and pending mergers and acquisitions in 2021 are included in the Company’s financial results as of the beginning of the quarterly and annual periods in 2021. The Company has provided the non-IFRS financial measures, which are not calculated or presented in accordance with IFRS, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with IFRS. These supplemental non-IFRS financial measures are presented because management has evaluated the financial results both including and excluding the adjusted items and believe that the supplemental non-IFRS financial measures presented provide additional perspective and insights when analyzing the core operating performance of the business. These supplemental non-IFRS financial measures should not be considered superior to, as a substitute for or as an alternative to, and should only be considered in conjunction with, the IFRS financial measures presented herein. Accordingly, the following information provides reconciliations of the supplemental non-IFRS financial measures, presented herein to the most directly comparable financial measures calculated and presented in accordance with IFRS.

About Grown Rogue

Grown Rogue International Inc. (CSE: GRIN | OTC: GRUSF) is a craft cannabis company operating in Oregon, Michigan, Minnesota, Maryland, and New Jersey, focused on delighting customers with premium flower and flower-derived products at fair prices. The Company’s roots are in Southern Oregon, where it has proven its capabilities in the highly competitive and discerning Oregon market. The Company’s passion for quality product and value, combined with a disciplined approach to growth, prioritizes profitability and return on capital without sacrificing quality. The Company’s strategy is to pursue capital efficient methods to expand into new markets, bringing craft-quality product at fair prices to more consumers. The Company also continues to make modest investments to improve outdoor craft cultivation capabilities in preparation for eventual interstate commerce. For more information, visit www.grownrogue.com.

FORWARD-LOOKING STATEMENTS

This press release contains statements which constitute “forward‐looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities. Forward‐ looking information is often identified by the words “may,” “would,” “could,” “should,” “will,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “expect” or similar expressions and include information regarding: (i) statements regarding the future direction of the Company (ii) the ability of the Company to successfully achieve its business and financial objectives, (iii) plans for expansion of the Company and securing applicable regulatory approvals, and (iv) expectations for other economic, business, and/or competitive factors. Investors are cautioned that forward‐looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning the business of the Company’s future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward‐looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward‐looking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; and in particular in the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; adverse changes in the public perception of cannabis; decreases in the prevailing prices for cannabis and cannabis products in the markets that the Company operates in; adverse changes in applicable laws; or adverse changes in the application or enforcement of current laws; compliance with extensive government regulation and related costs, and other risks described in the Company’s public disclosure documents filed on Sedar.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward‐looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward‐looking information except as otherwise required by applicable law.

The Company is indirectly involved in the manufacture, possession, use, sale and distribution of cannabis in the recreational cannabis marketplace in the United States through its indirect operating subsidiaries. Local state laws where its subsidiaries operate permit such activities however, these activities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertainties relating to the Company’s business are disclosed in the Company’s Listing Statement filed on its issuer profile on SEDAR+ at www.sedarplus.ca. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

SOURCE Grown Rogue International Inc.

For further information: on Grown Rogue, please visit www.grownrogue.com or contact: Obie Strickler, Chief Executive Officer, obie@grownrogue.com; Jakob Iotte, Vice President of Investor Relations, jakeiotte@grownrogue.com, (458) 226-2662

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

Alps Enters into Initial $1.4 Million Engagement with Pure Harvest Smart Farms

1,000,000 sq. ft. High-Tech Growing Solution to Supply the Sultan Center, Kuwait’s Leading

LAS VEGAS, Oct. 5, 2021 /CNW/ – Terry Booth, CEO, is proud to announce – Australis Capital Inc., (CSE: AUSA) (OTC: AUSAF) (“AUSA”),announced today that its majority owned subsidiary ALPS has entered into an agreement with Pure Harvest Smart Farms (“Pure Harvest”), the pioneer in controlled-environment agriculture in the Middle East, for the development of a 1,000,000+ square foot, high-tech, fully integrated facility to achieve year-round cultivation of high-quality, fresh fruits and vegetables in Kuwait.

Pure Harvest – The Sultan Center Partnership

The new facility is a foundational complement to the partnership recently signed between Pure Harvest and The Sultan Center (“TSC”). The Sultan Center (TSC) is the largest independent and publicly traded retailer in the Middle East, serving millions of customers across Kuwait, Oman, Jordan, and Bahrain and others. Pure Harvest and TSC have entered into a multi-year commercial off-take agreement. Under the terms of the agreement, Pure Harvest will be supplying TSC with a broad variety of locally grown, premium-quality fresh fruits & vegetables, serving TSC’s supermarkets across the region.

ALPS High-Tech Approach Enables Premium Food Grown in Harsh Climates

Historically Kuwait has depended on the import of most fresh produce offered in its local supermarkets, as the country does not have a climate suitable for sustainable outdoor cultivation of many types of fruits & vegetables. As TSC decided it wanted to reduce its reliance on food imports and improve its environmental footprint, this created the challenge to create a facility that would deliver premium-quality fresh produce under these harsh climatic conditions.  Pure Harvest and ALPS partnered to meet this challenge, designing and delivering a growing solution that utilizes the abundant sunlight in Kuwait while at the same time being economical with scarce resources, including water and medium.

ALPS is specialized in designing facilities that deliver the highest-possible quality and return on investment, taking all climate and economic realities into consideration that a local operator is faced with. Based on over 30 years of experience in operating under a wide variety of conditions and economic parameters, ALPS has developed some of the highest-yielding, most profitable operations globally. This expertise is in part based on the very strong relationships ALPS has with its constellation of technology partners, who in many cases, under the direction of ALPS, have developed solutions that can be marketed to ALPS customers only. ALPS, furthermore, has developed significant know-how in relation to AgTech systems integration and operational optimization through its end-to-end involvement in projects, from pre-planning, through design, to post-commissioning optimization services.

Management Commentary

Thomas Larssen, President of ALPS, commented, “The ALPS brand continues to generate sizeable and exciting business opportunities across the globe, enabling us to grow revenues rapidly. Both TSC and Pure Harvest are run by visionaries with clear goals and ambitious objectives that require a high degree of technological innovation. Through our deep experience in delivering and operating environmentally controlled facilities across the entire global spectrum of climates, while delivering a high ROI, we are able to meet these challenges. We are very proud to be selected by Pure Harvest, a fast-growing technology-enabled agribusiness focused on the MENASA region (Middle East, North Africa, and South East Asia), and we expect to collaborate on other projects in the near future.”

Sky Kurtz, Cofounder & CEO of Pure Harvest Smart Farms, added, “We are very pleased to be partnering with ALPS on this project. ALPS’s capabilities complement our own perfectly, and they have a long, successful track record supporting clients to design and deliver high-tech, integrated production facilities. In TSC we have a market-leading partner that fully embraces the value that a producer-retailer partnership brings and what we can do together to improve quality, variety, flavour and food safety for Kuwaiti consumers. Through this partnership, TSC and Pure Harvest will deliver enhanced food safety, water conservation, economic diversification and sustainability within Kuwait and the MENASA region,”

About ALPS

ALPS, formerly Aurora Larssen Projects, is a global leader in facility design, construction management and (post) commissioning services to the horticultural sector across a wide variety of commercial crops. Going back over 30 years, ALPS has built a stellar reputation as the leading innovator for greenhouse, indoor and outdoor controlled-environment agriculture facility design, having successfully delivered over 100 million square feet of projects. ALPS’ approach centers on vendor agnostic designs geared towards optimizing economic returns under all possible market and environmental conditions.

In the past seven years, ALPS has established itself as a leader in the cannabis space, having been involved in over 50 projects globally, including the highly automated, low-cost, high-quality, 800,000+ sq. ft, flagship facility Aurora Sky. ‘Designed by ALPS’ has become a badge synonymous with quality and favorable returns on investment.

About Pure Harvest Smart Farms

Pure Harvest Smart Farms is a technology-enabled agribusiness headquartered in the United Arab Emirates, focused on year-round, sustainable production of premium quality fresh fruits & vegetables. As innovators of the Middle East’s first commercial-scale, semi-automated high-tech hybrid growing systems, Pure Harvest leverages innovative growing technologies & horticultural best practices to enable local-for-local production of affordable, sustainably grown, European-standard fresh produce anywhere. Pioneering controlled-environment agriculture in the MENASA region, Pure Harvest’s mission is to tackle some of the world’s biggest problems and improve lives using technology, providing solutions that address food security, water conservation, economic diversification, and sustainability needs. For more information, please visit www.pureharvest.ae.

About AUSA

AUSA is at its roots a community and culture-based cannabis company. After the completion of a dissident shareholder battle that ended with convincing shareholder approval, Terry Booth, former Aurora CEO, who had to step away from AUSA upon spin off, re-joined AUSA as CEO on March 9, 2021. Since then, the company has reset the direction of AUSA and in just 6 months closed multiple accretive transactions, improved legacy contracts, established a world class Executive Team, and resolved previous executive and board exits.

Also, in the same 6-month time frame, AUSA with its acquisition of ALPS has entered the global Sustainable Controlled Environment Agriculture Industry, a rapidly growing segment of the global horticulture market. ALPS provides customized designs along with multiple services that allow operators to maximize yield and quality while minimizing inputs and resources, including labor. ALPS at present is active in cannabis and traditional horticulture projects across the globe, including the U.S., Canada, Denmark Finland, Iceland, Germany, Netherlands, Bahrein, United Arab Emirates, Southeast Asia, Australia, as well as other jurisdictions.

Total Capex committed by ALPS’ clients since Aurora divested its interest just 16 short months ago during the Covid crisis, stands at approximately $1.5 billion, with a rapidly growing business development pipeline with over $5 billion in total Capex planned to be spent by potential clients.

AUSA’s business assets include: a 51% ownership interest in ALPS, a milestone weighted deal with an option to acquire the remaining 49% of ALPS –- AUSA and Green Therapeutics, an award-winning MSO, have finalized and agreed to all terms with respect to AUSA’s 100% acquisition (subject to regulatory state licensing approvals). AUSA also owns land assets in Bellingham, Washington – as well as the iconic West Coast brand Mr. Natural and the ingestibles brand LOOS with a footprint in the California market. The Company is in the process of closing the acquisition of Herb in San Jose, which comes with the ability to cultivate, distribute and manufacture, as well as a state-wide partnership with Eaze, the largest legal delivery services in the U.S.

AUSA also has a partnership with the Endeavour PBR, the professional bull riders association. Under the partnership, the Company is launching a PBR endorsed line of topical CBD products under the AUDACIOUS Wreck Relief brand.

AUDACIOUS also has a supply partnership with Belle Fleur, founded by the team behind Rapper Weed. Machine Gun Kelly, recently stated: “I just bought $1,000 worth of Rapper Weed at Cookies in Maywood. These guys have the best flower in the game.” AUSA and Belle Fleur are working towards a broader arrangement to include brand partnerships in Massachusetts and other jurisdictions the companies intend entering into. ALPS has been contracted to build the Belle Fleur facility, construction commenced in August. ALPS partner Dawson Wallace is also involved in the Belle Fleur project.

AUSA furthermore has investments in Body and Mind Inc., a U.S. MSO, Quality Green, a Canadian licensed producer and Cocoon, a company changing the dispensary customer user experience through self-service kiosks. The Company also has entered into a sponsorship agreement with Endeavour owned Professional Bull Riders, as well as executed a term sheet for a JV partnership with U.S. and Canada-based 3 Rivers Biotech for plant tissue culture, genetics clean-up and micro propagation.

AUSA and ALPS have secured contracts or are in late stage negotiations in the following jurisdictions: Australia, UAE, Bahrain, Canada, Finland, Germany, Iceland, Jordan, Kuwait, Netherlands, Saudi Arabia, Denmark, Massachusetts, Arizona, Nevada, Washington, Michigan, Missouri, Oklahoma, Colorado, Florida, Illinois, Maine, Maryland, New Mexico, Pennsylvania, Wyoming, and California, with other deals in other states presently being evaluated and negotiated. Audacious are laser focused on New York and New Jersey as well.

The Company’s common shares trade on the CSE under the symbol “AUSA” and on the OTCQB under the symbol “AUSAF”.

“Terry Booth“
________________________________
Terry Booth
Chief Executive Officer

Forward-Looking Statement

This press release contains “forward-looking information” within the meaning of applicable securities legislation. All statements, other than statements of historical fact, included herein is forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. In particular, this press release contains forward-looking information in relation to: the ability of ALPS to convert its pipeline into contracts; the impact of the changes to U.S. federal and state statutory developments with respect to the cannabis industry and the opportunities this may present for the Company; and the Company’s current liquidity. This forward-looking information reflects the Company’s current beliefs and is based on information currently available to the Company and on assumptions the Company believes are reasonable. These assumptions include but are not limited to the ability of the Company to successfully satisfy the conditions to closing the proposed transaction; the ability of the Company to successfully execute on its plans for the Company and GT; legal changes relating to the cannabis industry proceeding as anticipated.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; the actual results of the Company’s future operations; competition; changes in legislation affecting the Company; the timing and availability of external financing on acceptable terms; lack of qualified, skilled labour or loss of key individuals; risks related to the COVID-19 pandemic including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, service disruptions, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, economic activity, financing, supply chains and sales channels, and a deterioration of general economic conditions that could limit the Company’s ability to obtain external financing.

A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company’s disclosure documents on the SEDAR website at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-looking information contained in this press release is expressly qualified by this cautionary statement. The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, are subject to change after such date. However, the Company expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accept responsibility for the adequacy or accuracy of this release.

SOURCE Australis Capital Inc.

For further information: Marc Lakmaaker, T: +1.647.289.6640, [email protected]

Related Links

www.ausa-corp.com

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

Newly built fully automated one million sq. ft. facility increases Company’s capacity of premium-grade cannabis up to 125,000 kg annually

MONTREAL, June 10, 2021 /CNW/ – Cannara Biotech Inc. (“Cannara” or the “Company“) (TSXV: LOVE) (OTCQB: LOVFF) (FRA: 8CB), a vertically integrated producer of premium-grade cannabis and derivative products with one of the largest indoor cannabis cultivation facilities in Canada and the largest in Quebec, today announced that it has entered into a definitive agreement (the “Transaction”) to acquire a one million square foot licensed cultivation and manufacturing facility in Valleyfield, Quebec (“Valleyfield Facility“) from Medican Organic Inc., a wholly-owned subsidiary of The Green Organic Dutchman Holdings Ltd. (“TGOD”), through an all-cash offer of $27 million plus the funding of certain deposit requirements of approximately $5.7 million.

“With this acquisition, Cannara continues to increase its footprint and create more jobs in its home province of Quebec,” said Zohar Krivorot, President & Chief Executive Officer of Cannara. “Today’s announcement reinforces our position as one of Canada’s top leading producer of premium-grade cannabis and cannabis derivative products.”

Located in Valleyfield, Quebec, the newly built state-of-the-art facility spans over 1,033,506 sq. ft. providing Cannara the ability to reach an annual cultivation capacity of 125,000 kg of premium-grade cannabis.

“While already marked by a strong balance sheet, we believe that this transaction significantly bolsters our business fundamentals, including annual output, profitability and overall financial position,” said Nicholas Sosiak, Chief Financial Officer of Cannara. “Underlying this acquisition is our confidence in the broader market for competitively priced premium-grade cannabis products and our intention to capture a significant share of it.”

Transaction Highlights

• Positions Cannara as one of Canada’s top leading cannabis companies: The fully licensed and automated Valleyfield Facility outfitted with climate control and growing systems is comprised of 24 independent growing zones totaling 600,000 sq. ft., a massive 200,000 sq. ft. cannabis 2.0 processing center and a 200,000 sq. ft. rooftop greenhouse. This acquisition positions the Company amongst Canada’s top leading cannabis companies.

• Operational and cost synergies from proximity of current 605,000 sq. ft. facility located in Farnham, Quebec (“Farnham Facility”): The Valleyfield Facility and Farnham Facility are within one hour drive from each other. The proximity of the Company’s two mega facilities will increase operational efficiencies, reduce costs and offer additional capacity utilization. As both assets are in Quebec, Cannara will continue to benefit from the province’s low cost of electricity. The Company has been granted the “economic development rate” by Hydro-Québec and will therefore receive a reduction in electricity rates until March 31, 2027, which is expected to reduce operating costs at the facilities.

• Continued growth in market share in Quebec: With two leading facilities in Quebec, the Transaction allows Cannara to continue capturing market share in Quebec, Canada’s second-largest cannabis market.

• Transaction funded through private equity placement priced at a premium to current market price: The Transaction is majorly funded through a private equity placement at $0.18 cents providing a free and clear title on the Valleyfield Facility.

Subject to customary closing conditions, the transaction is expected to close on June 20, 2021. The property shall remain at the risk of the Vendor until the closing date. BMO Capital Markets acted as exclusive financial advisor to TGOD.

The acquisition will be financed by a non-brokered private placement of up to $35,000,000 of which $25,000,000 has been committed (the “Committed Amount“). Of the Committed Amount, $19.3 million will be in the form of common shares (the “Equity Raise“) and $5.7 million will be in the form of an unsecured convertible debenture (the “Debenture Raise” and, collectively with the Equity Raise, the “Offerings“). The issue price per share for the Equity Raise is $0.18 which would result in an issuance of 107,222,222 new common shares. The sole subscriber to the Equity Raise is Olymbec Investments Inc. (“Olymbec“), a company partially owned/controlled by Mr. Derek Stern, currently a member of the board of directors of Cannara, making this part of the transaction a related party transaction. The number of shares to be issued to Olymbec through the Equity Raise, combined with Mr. Stern’s current holdings, would increase the percentage of Cannara common shares that he owns or controls, post-private placement, to 19%.

A total of $5.7 million will be raised by Cannara through the Debenture Raise via a private placement to Olymbec. The unsecured convertible debenture (the “Debenture“) will bear interest at a rate of 4% per annum, compounded semi-annually and payable along with the principal amount on the third anniversary of their issue. Subject to the approval of the TSX.V, Interest on the Debentures may be payable, at the option of Cannara, by the issuance of common shares at $0.18. The conversion price of the Debenture is $0.18 per common share and the number of common shares that could be issued to Olymbec upon conversion (excluding any interest paid in kind) would be 31,666,667 common shares potentially increasing the total number of shares to be issued under the Offerings to 138,888,889, which combined with Mr. Stern’s current holdings and the common shares acquired through the Equity Raise, would increase the percentage of Cannara common shares that he owns and controls, post-private Offerings to 192,798,361 or 21.89% of Cannara’s common shares. Until such time that a disinterested shareholder approval is obtained with respect to the establishment of the new Control Person, the conversion right provided in the Debenture would be suspended. If the amount of the Offerings exceeds $25,000,000, the Debenture will not be issued, and the full amount of the private placement will be issued in the form of common shares at a price of $0.18 per share.

The participation in the Offerings by Olymbec, may be considered a “related party transaction” (the “Related Party”) as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Cannara has determined that exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101 are available. In particular, Cannara has determined that the exemptions set out in paragraphs (a) and (b) in section 5.5 of MI 61-101 are applicable since the aggregate consideration to be paid by the Related Party does not exceed 25% of the market capitalization of Cannara and Cannara is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange.  In addition, regarding the minority shareholder approval exemptions, the independent directors have determined that the exemptions set out in paragraphs (1)(a) and (b) in section 5.7 of MI 61-101 are applicable in that the aggregate consideration to be paid by the Related Party does not exceed 25% of the market capitalization of Cannara and Cannara is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange.

If only the Committed Amount is raised, the remainder of the funds to complete the acquisition will come from Cannara’s working capital and amendments to its current banking facilities. If the maximum amount of $35,000,000 is raised nearly all of it will be used to finance the acquisition and to pay for certain capital expenditures and transition costs.

About Cannara Biotech Inc.

Cannara Biotech Inc. (TSXV: LOVE) (OTCQB: LOVFF) (FRA: 8CB) is a vertically integrated producer of premium-grade cannabis and cannabis-derivative products for the Quebec and Canadian markets. Cannara owns two Quebec-based mega facilities spanning over 1,600,000 sq. ft., providing the Company with 125,000kg of potential annualized cultivation output. Leveraging Quebec’s low electricity costs, Cannara’s facilities will produce purposefully cultivated premium-grade cannabis products at an affordable price. For more information, please visit cannara.ca.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding “Forward-Looking” Information

This information release contains certain forward-looking information. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by statements herein, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on the Company’s current beliefs as well as assumptions made by and information currently available to it as well as other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Cannara Biotech Inc.

For further information: Nicholas Sosiak, CPA, CA, Chief Financial Officer, [email protected]; Zohar Krivorot, President & Chief Executive Officer, [email protected]

Related Links

http://cannara.ca/

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.