Grown Rogue International Inc 6-K, filed Aug 27, 2021
Grown Rogue International Inc. (GRUSF)
About this 6-K
Grown Rogue International Inc filed this 6-K on August 27, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
THE SECURITIES EXCHANGE ACT OF 1934
Date: August 27, 2021
Commission File No. 0-53646
Grown
Rogue International Inc.
(formerly Novicius Corp.)
(Translation of Registrant’s name into English)
340 Richmond Street West
Toronto, Ontario, Canada M5V 1X2
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
TABLE OF CONTENTS
1
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated August 27, 2021 | GROWN ROGUE INTERNATIONAL INC. | |
| (FORMERLY: NOVICIUS CORP.) | ||
| By: | /s/ Obie Strickler | |
| Name: | Obie Strickler | |
| Title: | President & Chief Executive Officer | |
2
Exhibit 1
Form 52-109FV2
Certification of Interim Filings – Venture Issuer Basic Certificate
I, J. Obie Strickler, President and Chief Executive Officer of Grown Rogue International Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Grown Rogue International Inc. (the “issuer”) for the interim period ended April 30, 2021.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Date: June 29, 2021
“J. Obie Strickler”
|
|
| J. Obie Strickler |
President and Chief Executive Officer
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
|
Exhibit 2
Form 52-109FV2
Certification of Interim Filings– Venture Issuer Basic Certificate
I, Michael Johnston, Chief Financial Officer and Corporate Secretary of Grown Rogue International Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Grown Rogue International Inc. (the “issuer”) for the interim period ended April 30, 2021.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Date: June 29, 2021
“Michael Johnston ”
|
|
| Michael Johnston | |
| Chief Financial Officer and Corporate Secretary |
|
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
|
Exhibit 3
GROWN ROGUE INTERNATIONAL INC.
Unaudited
Condensed Interim Consolidated Financial Statements
For the Three and Six Months ended April 30, 2021 and 2020
Expressed in United States Dollars
NOTICE TO READER
The accompanying unaudited condensed consolidated interim financial statements have been prepared by the Company’s management and the Company’s independent auditors have not performed a review
of these interim financial statements.
Grown Rogue International Inc.
Condensed Interim Consolidated Statements of Financial Position
Unaudited - Expressed in United States Dollars
| April 30, 2021 | October 31, 2020 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 1,717,343 | $ | 217,788 | ||||
| Accounts receivable (Note 19) | 372,663 | 172,121 | ||||||
| Biological assets (Note 4) | 745,781 | 250,690 | ||||||
| Inventory (Note 5) | 522,844 | 1,124,360 | ||||||
| Prepaid expenses and other assets | 275,549 | 69,816 | ||||||
| Total current assets | $ | 3,634,180 | $ | 1,834,775 | ||||
| Marketable securities (Note 6) | 1,211,535 | 585,035 | ||||||
| Other investments (Note 7) | 1,451,376 | 187,812 | ||||||
| Property and equipment (Note 10) | 2,388,430 | 1,151,799 | ||||||
| Intangible assets | - | 4,997 | ||||||
| TOTAL ASSETS | $ | 8,685,521 | $ | 3,764,418 | ||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 1,101,148 | $ | 1,059,971 | ||||
| Current portion of lease liabilities (Note 9) | 273,525 | 100,277 | ||||||
| Current portion of long-term debt (Note 11) | 311,272 | 46,099 | ||||||
| Interest payable (Note 11) | 6,250 | 9,367 | ||||||
| Derivative liabilities (Note 12.1) | - | 583,390 | ||||||
| Unearned revenue | 40,000 | - | ||||||
| Total current liabilities | $ | 1,732,195 | $ | 1,799,104 | ||||
| Accrued liabilities (Note 8) | 123,413 | 389,816 | ||||||
| Lease liabilities (Note 9) | 731,127 | 16,630 | ||||||
| Long-term debt (Note 11) | 1,168,260 | 753,715 | ||||||
| Convertible debentures (Note 12) | - | 1,739,678 | ||||||
| Deferred rent | - | 10,494 | ||||||
| TOTAL LIABILITIES | $ | 3,754,995 | $ | 4,709,437 | ||||
| EQUITY | ||||||||
| Share capital (Note 13) | $ | 19,200,203 | $ | 14,424,341 | ||||
| Shares issuable (Note 13) | 1,368,054 | - | ||||||
| Contributed surplus (Notes 14,15) | 6,232,757 | 4,070,264 | ||||||
| Accumulated other comprehensive income (loss) | (85,478 | ) | (12,197 | ) | ||||
| Accumulated deficit | (21,741,217 | ) | (19,394,044 | ) | ||||
| Equity attributable to shareholders | $ | 4,794,319 | $ | (911,636 | ) | |||
| Non-controlling interest (Notes 23) | (43,793 | ) | (33,383 | ) | ||||
| TOTAL EQUITY | $ | 4,930,526 | $ | (945,019 | ) | |||
| TOTAL LIABILITIES AND EQUITY | $ | 8,685,521 | $ | 3,764,418 | ||||
Going Concern (Note 2)
Subsequent Events (Note 24)
Approved on behalf of the Board of Directors:
| Signed “J. Obie Strickler”, Director | Signed “Stephen Gledhill”, Director |
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
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Grown Rogue International Inc.
Condensed Interim Consolidated Statements of Comprehensive Loss
Unaudited - Expressed in United States Dollars
| Three months ended April 30, | Six months ended April 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenue | ||||||||||||||||
| Product sales | $ | 1,370,728 | $ | 1,172,612 | $ | 2,245,552 | $ | 2,278,908 | ||||||||
| Service revenue (Note 7) | 167,694 | - | 344,055 | - | ||||||||||||
| Total revenue | 1,538,422 | 1,172,612 | 2,589,607 | 2,278,908 | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Cost of finished cannabis inventory sold (Note 5) | (875,078 | ) | (819,820 | ) | (1,345,632 | ) | (1,341,500 | ) | ||||||||
| Costs of service revenues (Note 7) | (70,200 | ) | - | (154,353 | ) | - | ||||||||||
| Gross profit, excluding fair value items | 593,144 | 352,792 | 1,089,622 | 937,408 | ||||||||||||
| Realized fair value amounts in inventory sold | (19,732 | ) | (212,669 | ) | (189,060 | ) | (845,299 | ) | ||||||||
| Unrealized fair value gain (loss) on growth of biological assets (Note 4) | 33,754 | (47,055 | ) | (153,052 | ) | 654,504 | ||||||||||
| Gross profit | 607,166 | 93,068 | 747,510 | 746,613 | ||||||||||||
| Expenses | ||||||||||||||||
| Accretion expense | 366,079 | 71,330 | 614,436 | 139,540 | ||||||||||||
| Amortization of intangible assets | - | 6,981 | 4,997 | 14,640 | ||||||||||||
| Amortization of property and equipment (Note 10) | 40,546 | 26,229 | 78,701 | 111,728 | ||||||||||||
| General and administrative (Note 20) | 775,919 | 586,037 | 1,442,658 | 1,256,805 | ||||||||||||
| Share-based compensation | 47,572 | - | 136,010 | - | ||||||||||||
| Total expenses | 1,230,116 | 690,577 | 2,276,802 | 1,522,713 | ||||||||||||
| Loss from operations | (622,950 | ) | (597,509 | ) | (1,529,292 | ) | (776,100 | ) | ||||||||
| Other income and (expense) | ||||||||||||||||
| Interest expense | (36,361 | ) | (71,078 | ) | (44,888 | ) | (161,592 | ) | ||||||||
| Other income | (22,319 | ) | 95,000 | (22,319 | ) | 110,000 | ||||||||||
| Gain on debt settlement | 114,997 | - | 131,620 | - | ||||||||||||
| Loss on settlement of non-controlling interest | (189,816 | ) | - | (189,816 | ) | - | ||||||||||
| Unrealized gain on marketable securities | 253,300 | (627,287 | ) | 556,108 | (627,287 | ) | ||||||||||
| Unrealized loss on derivative liability (Note 12.2) | (939,369 | ) | (5,954 | ) | (1,258,996 | ) | - | |||||||||
| Gain on disposal of property and equipment | - | - | - | 14,964 | ||||||||||||
| Net loss | $ | (1,442,518 | ) | $ | (1,206,828 | ) | $ | (2,357,583 | ) | $ | (1,440,015 | ) | ||||
| Other comprehensive income (items that may be subsequently reclassified to profit & loss) | ||||||||||||||||
| Currency translation | 2,653 | (90,150 | ) | (73,281 | ) | (106,725 | ) | |||||||||
| Total comprehensive loss | (1,439,865 | ) | (1,296,978 | ) | (2,430,864 | ) | (1,546,740 | ) | ||||||||
| Loss per share attributable to owners of the parent - basic & diluted | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | (0.02 | ) | |||||
| Weighted average shares outstanding - basic & diluted | 120,244,292 | 91,140,126 | 114,040,208 | 81,749,360 | ||||||||||||
| Net loss for the period attributable to: | ||||||||||||||||
| Non-controlling interest | (15,306 | ) | (21,004 | ) | (10,410 | ) | (37,149 | ) | ||||||||
| Shareholders | (1,427,212 | ) | (1,185,824 | ) | (2,347,173 | ) | (1,402,866 | ) | ||||||||
| Net loss | (1,442,518 | ) | (1,206,828 | ) | (2,357,583 | ) | (1,440,015 | ) | ||||||||
| Comprehensive loss for the period attributable to: | ||||||||||||||||
| Non-controlling interest | (15,306 | ) | (21,004 | ) | (10,410 | ) | (37,149 | ) | ||||||||
| Shareholders | (1,424,559 | ) | (1,275,974 | ) | (2,420,454 | ) | (1,509,591 | ) | ||||||||
| Total comprehensive loss | (1,439,865 | ) | (1,296,978 | ) | (2,430,864 | ) | (1,546,740 | ) | ||||||||
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
Pg 3 of 35
Grown Rogue International Inc.
Condensed Interim Consolidated Statements of Changes in Shareholders’ Deficit
Unaudited - Expressed in United States Dollars
| Number of common shares | Share capital | Shares issuable | Subscriptions payable | Contributed surplus | Currency translation reserve | Accumulated deficit | Non- controlling interests | Total equity | ||||||||||||||||||||||||||||
| Balance - October 31, 2020 | 107,782,397 | $ | 14,424,341 | $ | - | $ | - | $ | 4,070,264 | $ | (12,197 | ) | $ | (19,394,044 | ) | $ | (33,383 | ) | $ | (945,019 | ) | |||||||||||||||
| Shares issued for employment, director, & consulting services (Note 13.1) | 403,044 | 74,294 | - | - | - | - | - | - | 74,294 | |||||||||||||||||||||||||||
| Shares issued pursuant to private placement (Notes 13.2) | 10,231,784 | 1,225,000 | - | - | - | - | - | - | 1,225,000 | |||||||||||||||||||||||||||
| Expenses of non-brokered private placement (Note 13.2) | - | (15,148 | ) | - | - | - | - | - | - | (15,148 | ) | |||||||||||||||||||||||||
| Shares issued to extend payment due date (Notes 13.3, 7.2) | 25,000 | 2,103 | - | - | - | - | - | - | 2,103 | |||||||||||||||||||||||||||
| Shares issued to partner creditor (Note 13.4) | 400,000 | 36,310 | - | - | - | - | - | - | 36,310 | |||||||||||||||||||||||||||
| Shares issuable for services (Note 13.5) | - | - | 48,900 | - | - | - | - | - | 48,900 | |||||||||||||||||||||||||||
| Shares payments to exercise Canopy Option and extend due date (Note 13.6) | 600,000 | 107,461 | - | - | - | - | - | - | 107,461 | |||||||||||||||||||||||||||
| Shares and warrants issued pursuant to brokered private placement of Special Warrants (Notes 13.7, 14) | 23,162,579 | 3,738,564 | - | - | - | - | - | - | 3,738,564 | |||||||||||||||||||||||||||
| Expenses of brokered private placement of Special Warrants (Note 13.7) | - | (444,396 | ) | - | - | - | - | - | - | (444,396 | ) | |||||||||||||||||||||||||
| Agent Warrants issued pursuant to Special Warrant financing (Notes 13.7,14.1) | - | (210,278 | ) | - | - | 210,278 | - | - | - | - | ||||||||||||||||||||||||||
| Settlement of convertible debentures for cash and common shares (Note 13.8) | 3,933,328 | 261,952 | 654,338 | - | 1,883,731 | - | - | - | 2,800,021 | |||||||||||||||||||||||||||
| Issuance of non-controlling interest in subsidiary for cash (Note 23.3) | - | - | - | - | (475,000 | ) | - | - | 475,000 | - | ||||||||||||||||||||||||||
| Purchase of non-controlling interest in subsidiary (Note 23.3) | - | - | 664,816 | - | 475,000 | - | - | (475,000 | ) | 664,816 | ||||||||||||||||||||||||||
| Stock option vesting expense | - | - | - | - | 68,484 | - | - | - | 68,484 | |||||||||||||||||||||||||||
| Currency translation adjustment | - | - | - | - | - | (73,281 | ) | - | - | (73,281 | ) | |||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | (2,347,173 | ) | (10,410 | ) | (2,357,583 | ) | ||||||||||||||||||||||||
| Balance - April 30, 2021 | 146,538,132 | $ | 19,200,203 | $ | 1,368,054 | $ | - | $ | 6,232,757 | $ | (85,478 | ) | $ | (21,741,217 | ) | $ | (43,793 | ) | $ | 4,930,526 | ||||||||||||||||
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Grown Rogue International Inc.
Condensed Interim Consolidated Statements of Changes in Shareholders’ Deficit
Unaudited - Expressed in United States Dollars
| Number of common shares | Share capital | Shares issuable | Subscriptions payable | Contributed surplus | Currency translation reserve | Accumulated deficit | Non- controlling interests | Total equity | ||||||||||||||||||||||||||||
| Balance - October 31, 2019 | 71,653,598 | $ | 12,647,930 | $ | - | $ | 5,136 | $ | 2,890,435 | $ | 121,920 | $ | (17,112,605 | ) | $ | 19,538 | $ | (1,427,646 | ) | |||||||||||||||||
| Common units issued pursuant to private placement (Note 13.9) | 5,000,000 | 267,374 | - | - | 106,575 | - | - | - | 373,949 | |||||||||||||||||||||||||||
| Share issuance costs | - | (7,561 | ) | - | - | (3,014 | ) | - | - | - | (10,575 | ) | ||||||||||||||||||||||||
| Common units issued pursuant to share swap (Note 13.9) | 15,000,000 | 1,121,848 | - | - | - | - | - | - | 1,121,848 | |||||||||||||||||||||||||||
| Common shares issued for services (Note 13.10) | 2,158,750 | 153,360 | - | - | - | - | - | - | 153,360 | |||||||||||||||||||||||||||
| Currency translation adjustment | - | - | - | - | - | (106,725 | ) | - | - | (106,725 | ) | |||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | (1,402,866 | ) | (37,149 | ) | (1,440,015 | ) | ||||||||||||||||||||||||
| Balance - April 30, 2020 | 93,812,348 | $ | 14,182,951 | $ | - | $ | 5,136 | $ | 2,993,996 | $ | 15,195 | $ | (18,515,471 | ) | $ | (17,611 | ) | $ | (1,335,804 | ) | ||||||||||||||||
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
Pg 5 of 35
Grown Rogue International Inc.
Condensed Interim Consolidated Cash Flow Statements
Unaudited - Expressed in United States Dollars
| Six months ended April 30, | ||||||||
| Cash provided by (used in) | 2021 | 2020 | ||||||
| Operating activities | ||||||||
| Net loss | $ | (2,357,583 | ) | $ | (1,440,015 | ) | ||
| Adjustments for non-cash items in net loss | ||||||||
| Amortization of property and equipment | 78,701 | 174,648 | ||||||
| Amortization of intangible assets | 4,997 | 14,640 | ||||||
| Unrealized gain on changes in fair value of biological assets | 153,052 | (654,504 | ) | |||||
| Share-based compensation | 159,504 | 103,391 | ||||||
| Stock option expense | 68,484 | - | ||||||
| Accretion expense | 614,436 | 139,540 | ||||||
| Gain on disposal of property & equipment | - | (14,964 | ) | |||||
| Interest on lease liabilities | - | 23,373 | ||||||
| Unrealized gain on marketable securities | (556,108 | ) | 627,287 | |||||
| Loss on fair value of derivative liability | 1,258,996 | - | ||||||
| Loss on acquisition of non-controlling interest paid in shares | 189,816 | - | ||||||
| Effects of foreign exchange | 2,700 | (123,000 | ) | |||||
| $ | (383,005 | ) | $ | (1,149,604 | ) | |||
| Changes in non-cash working capital (Note 16) | (314,642 | ) | 1,420,810 | |||||
| Net cash provided (used) by operating activities | $ | (697,647 | ) | $ | 271,206 | |||
| Investing activities | ||||||||
| Purchase of property and equipment | $ | (615,307 | ) | $ | (310,098 | ) | ||
| Other investments | (1,054,000 | ) | (150,000 | ) | ||||
| Net cash used in investing activities | $ | (1,669,307 | ) | $ | (460,098 | ) | ||
| Financing activities | ||||||||
| Third party investment in subsidiary | $ | 475,000 | $ | - | ||||
| Proceeds from long-term debt | 525,000 | 600,000 | ||||||
| Proceeds from private placement | 1,225,000 | 373,949 | ||||||
| Proceeds from brokered private placement | 3,738,564 | - | ||||||
| Payment of equity and debenture issuance costs | (459,544 | ) | (10,575 | ) | ||||
| Repayment of long-term debt | (175,415 | ) | (100,000 | ) | ||||
| Repayment of convertible debentures | (1,312,722 | ) | - | |||||
| Proceeds of subscription receipts | - | - | ||||||
| Payments of lease principal | (149,374 | ) | (150,017 | ) | ||||
| Net cash provided by financing activities | $ | 3,866,509 | $ | 713,357 | ||||
| Change in cash | $ | 1,499,555 | $ | 524,465 | ||||
| Cash balance, beginning | $ | 217,788 | $ | 74,926 | ||||
| Cash balance, ending | $ | 1,717,343 | $ | 599,391 | ||||
Supplemental cash flow disclosures (Note 17)
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
Pg 6 of 35
Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
| 1. | CORPORATE INFORMATION |
These unaudited condensed interim consolidated financial statements for the three and six months ended April 30, 2021 and 2020 (the “Financial Statements”), include the accounts of Grown Rogue International Inc. (together with its subsidiaries, “GRIN” or the “Company”) and its subsidiaries. The registered office of GRIN is located at 340 Richmond Street West, Toronto, Ontario, M5V1X2.
GRIN’s subsidiaries and ownership thereof are summarized in the table below.
| Company | Ownership | |
| Grown Rogue Unlimited, LLC | 100% by GRIN | |
| Grown Rogue Gardens, LLC | 100% by Grown Rogue Unlimited, LLC | |
| GRU Properties, LLC | 100% by Grown Rogue Unlimited, LLC | |
| GRIP, LLC | 100% by Grown Rogue Unlimited, LLC | |
| Grown Rogue Distribution, LLC | 100% by Grown Rogue Unlimited, LLC | |
| GR Michigan, LLC | 87% by Grown Rogue Unlimited, LLC | |
| Idalia, LLC | 60% by Grown Rogue Unlimited, LLC | |
| Canopy Management, LLC | 0% (Note 1.1) |
| 1.1 | The Company, through its subsidiary, entered into an option to acquire an 87% controlling interest in Canopy Management LLC (“Canopy”), which holds an option to acquire a 60% controlling interest in Golden Harvests, LLC (Note 7), and which was exercised subsequent to April 30, 2021. Canopy is majority owned by the Company’s CEO, who is prohibited from omitting or taking certain actions where to do so would be contrary to the economic benefits which the Company expects to derive from the aforementioned options and the investments in the underlying businesses. The Company includes Canopy in the consolidated financial results and has allocated its net loss to net loss attributable to non-controlling interest. |
GRIN is primarily engaged in the business of growing and selling cannabis products. The primary cannabis product produced and sold is cannabis flower.
| 2. | BASIS OF PRESENTATION |
Statement of Compliance and Going Concern
The Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) IAS 34 - Interim Financial Reporting, applicable to a going concern, which contemplates the realization of assets and liabilities in the normal course of business as they become due.
The Company’s ability to continue as a going concern is dependent upon, but not limited to, its ability to raise financing necessary to discharge its liabilities as they become due and generate positive cash flows from operations. For the six months ended April 30, 2021, the Company incurred a net loss of approximately $2.4 million, and as of that date, the Company’s accumulated deficit was approximately $21.7 million. These conditions have resulted in material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and to meet its obligations will be dependent upon successful sales of product and generating positive cash flows from operations as well as obtaining suitable financing. The accompanying Financial Statements do not reflect any adjustment that might result from the outcome of this uncertainty. If the going concern assumption is not used, then the adjustments required to report the Company’s assets and liabilities at liquidation values could be material to these Financial Statements.
Pg 7 of 35
Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
These Financial Statements do not include all disclosures required by IFRS for annual audited consolidated financial statements and accordingly should be read in conjunction with our annual consolidated financial statements for the year ended October 31, 2020. These unaudited condensed interim financial statements were authorized for issuance by the Board of Directors on June 29, 2021 (“Financial Statement Date”).
Basis of Measurement
These Financial Statements have been prepared on a historical cost basis except for certain financial instruments and biological assets, which are measured at fair value, as described herein.
Functional and Presentation Currency
The Company’s functional currency is the Canadian dollar and the functional currency of its subsidiaries is the United States (“U.S.”) dollar. These Financial Statements are presented in U.S. dollars.
Transactions denominated in foreign currencies are initially recorded in the functional currency using exchange rates in effect at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using exchange rates prevailing at the end of the reporting period. All exchange gains and losses are included in the statements of loss and comprehensive loss.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Company are expressed in U.S. Dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognized in other comprehensive loss and reported as currency translation reserve in shareholders’ equity.
Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which, in substance, is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive loss.
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
Basis of Consolidation
The subsidiaries are those companies controlled by the Company, as the Company is exposed, or has rights, to variable returns from its involvement with the subsidiaries and has the ability to affect those returns through its power over the subsidiaries by way of its ownership and rights pertaining to the subsidiaries. The financial statements of subsidiaries are included in these Financial Statements from the date that control commences until the date control ceases. All intercompany balances and transactions have been eliminated upon consolidation.
Estimation Uncertainty due to COVID-19
On March 11, 2020, the World Health Organization declared a global outbreak of COVID-19 to be a pandemic, which has had a significant impact on businesses through the restrictions put in place by the federal, state, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders in Canada and the United States. Government measures imposed to limit the spread of COVID-19 did not have a material impact on the Company’s operations during the six months ended April 30, 2021, and the Company has not observed any material impairments, or significant changes in the fair value of its assets as a result of COVID-19.
At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put in place by Canada, the United States and other countries to fight the virus. While the extent of the impact is unknown, it remains possible that this outbreak may cause reduced customer demand, supply chain disruptions, staff shortages, and increased government regulations, all of which may negatively impact the Company’s business, results of operations and financial condition. The Company will continue to evaluate the situation with respect to the COVID-19 pandemic as it develops and will implement any such changes to its business as may deemed appropriate to mitigate any potential impacts to its business.
| 3. | SIGNIFICANT ACCOUNTING POLICIES AND SIGNIFICANT JUDGEMENTS |
The preparation of these Financial Statements requires management to make judgments, estimates, and assumptions that affect the application of policies and reported amounts of assets, liabilities, and expenses. Areas that have the most significant effect on the amounts recognized in the financial statements are disclosed in Note 4 of the Company’s consolidated financial statements for the year ended October 31, 2020. The accounting policies applied in these Financial Statements are consistent with those used in the Company’s consolidated financial statements for the year ended October 31, 2020.
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
| 4. | BIOLOGICAL ASSETS |
Biological assets consist of cannabis plants, which reflect measurement at fair value less costs to sell (“FVLCTS”). Changes in the carrying amounts of biological assets for the six months ended April 30, 2021 are as follows:
| April 30, 2021 | October 31, 2020 | |||||||
| Beginning balance | $ | 250,690 | $ | 156,589 | ||||
| Purchased cannabis plants | 555,894 | 724,878 | ||||||
| Allocation of operational overhead | 643,090 | 1,130,712 | ||||||
| Change in FVLCTS due to biological transformation | (153,052 | ) | 1,515,492 | |||||
| Transferred to inventory upon harvest | (550,841 | ) | (3,276,981 | ) | ||||
| Ending balance | $ | 745,781 | $ | 250,690 | ||||
FVLCTS is determined using a model which estimates the expected harvest yield for plants currently being cultivated, and then adjusts that amount for the expected selling price and also for any additional costs to be incurred, such as post-harvest costs.
The following significant unobservable inputs, all of which are classified as level 3 on the fair value hierarchy, were used by management as part of this model:
| - | Expected costs required to grow the cannabis up to the point of harvest |
| - | Estimated selling price per pound |
| - | Expected yield from the cannabis plants |
| - | Estimated stage of growth - The Company applied a weighted average number of days out of the 60-day growing cycle that biological assets have reached as of the measurement date based on historical evidence. The Company assigns fair value according to the stage of growth and estimated costs to complete cultivation. |
| Impact of 20% change | ||||||||||||||||
| April 30, 2021 | October 31, 2020 | April 30, 2021 | October 31, 2020 | |||||||||||||
| Estimated selling price per (pound) | $ | 1,150 | $ | 1,123 | $ | 58,733 | $ | 48,720 | ||||||||
| Estimated stage of growth | 56 | % | 63 | % | $ | 50,510 | $ | 38,104 | ||||||||
| Estimated flower yield per harvest (pound) | 456 | 216 | $ | 50,510 | $ | 38,104 | ||||||||||
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
| 5. | INVENTORY |
The Company’s inventory composition is as follows:
| April 30, 2021 | October 31,2020 | |||||||
| Raw materials | $ | 10,938 | $ | 8,588 | ||||
| Work in process | 262,760 | 919,464 | ||||||
| Finished goods | 249,146 | 196,308 | ||||||
| Ending balance | $ | 522,844 | $ | 1,124,360 | ||||
The cost of inventories included as an expense and included in cost of goods sold for the six months ended April 30, 2021, was $1,345,632 (2020 - $1,341,500). For the six months ended April 30, 2021, $406,372 in property and equipment amortization costs were included in cost of finished cannabis inventory sold (2020 - $236,491).
| 6. | MARKETABLE SECURITIES |
During the year ended October 31, 2020, the Company received 2,362,204 common shares of Plant-Based Investment Corp (“PBIC”) by issuing to PBIC 15,000,000 common shares of the Company pursuant to a subscription agreement. The Company does not have control or significant influence over PBIC and has accounted for the investment at fair value through profit or loss.
As at April 30, 2021, the fair value of the shares was $1,211,535 (October 31, 2020 - $585,035), based upon the publicly quoted price of PBIC shares. During the six months ended April 30, 2021, the Company recorded an unrealized gain on the shares in the amount of $556,108 (2020 - loss of $627,287) and foreign currency translation gain of $70,392 (2020 - foreign currency translation loss of $19,063).
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
| 7. | OTHER INVESTMENTS |
Investment in Golden Harvests. LLC (“Golden Harvests”)
On February 6, 2020, the Company entered into a definitive agreement for an option to acquire a 60% controlling interest (the “Option”) of a fully-licensed Michigan based operator, Golden Harvests. In addition to the payments described below, the Company must receive certain regulatory approvals in order to exercise the Option. During the six months ended April 30, 2021, the Option was terminated, and a materially similar new option agreement was signed between Canopy Management LLC (“Canopy”) and Golden Harvests (the “New Option”). Under the Option, the Company agreed to pay $810,000 in cash and issue 800,000 common shares of the Company under the following schedule:
| 7.1 | Payment of $150,000 within five days of signing the Option and the issuance of 200,000 common shares of the Company within 60 days after signing the Option. During the year ended October 31, 2020, $150,000 was paid and 200,000 common shares were issued with a fair value of $12,812. |
| 7.2 | Payment of $200,000 and the issuance of 200,000 common shares of the Company on the sixth-month anniversary of signing the Option. The Company paid $25,000 and issued 25,000 shares with a fair value of $2,103 (Note 13.3) to extend this payment for six-months. During the six months ended April 30, 2021, under the New Option, a cash payment of $100,000 was made, and a 12-month note payable for $100,000 was issued to fulfill the $200,000 payment, and 200,000 common shares were issued with a fair value of $35,820. The note payable bears interest at $2,000 per month. |
| 7.3 | Payment of $260,000 and the issuance of 200,000 common shares of the Company on the twelve-month anniversary of signing the Option. During the three months ended April 30, 2021, under the New Option, the Company extended the due date of these payments by six months through the issuance of 200,000 shares with a fair value of $35,820. After the extension, the payments are due August 6, 2021. |
| 7.4 | Payment of $200,000 and the issuance of 200,000 common shares of the Company due upon exercise of the Option, pending Municipal and State regulatory approval. During the six months ended April 30, 2021, a cash payment of $200,000 was made and 200,000 shares with a fair value of $35,821 were issued under the New Option. Municipal and State regulator approval was obtained subsequent to April 30, 2021, and the New Option was exercised. |
The Company has a contract to provide operations management services to Golden Harvests. Under this agreement, during the six months ended April 30, 2021, the Company earned revenues of $344,055 (2020 - $Nil) and costs for those revenues were $154,353 (2020 - $Nil).
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
The amounts paid towards the acquisition of Golden Harvests, as at April 30, 2021, include the following:
| Investment | April 30, 2021 | October 31, 2020 | ||||||
| Beginning balance | $ | 187,812 | $ | - | ||||
| Cash payments | 300,000 | 175,000 | ||||||
| Note payable and interest | 104,000 | |||||||
| Share payments | 109,564 | 12,812 | ||||||
| Ending balance | $ | 701,376 | $ | 187,812 | ||||
During the six months ended April 30, 2021, and concurrent with the timing of the New Option, the Company obtained an option to acquire an 87% membership interest in Canopy (the “Canopy Option”) from GRIN’s CEO, who is the majority owner of Canopy and who has a fiduciary responsibility to the Company. Exercise of the Canopy Option will ultimately provide identical economic rights as the Company originally had from the Option. In order to exercise the Canopy Option, the Company must: (1) make payments to Canopy, described below, such that Canopy can fulfill the option payments required for Canopy to acquire Golden Harvests under the New Option, and (2) for the Company to have all licensing and other regulatory or governmental approvals from the state of Michigan necessary to operate, or to own an equity interest in an entity that operates, a cannabis business in the state of Michigan.
The Company’s Canopy Option payments, made such that Canopy can complete its option payments to Golden Harvests under the New Option, are as follows:
| ● | Payment of $200,000 and the issuance of 200,000 common shares of the Company on February 6, 2021. A cash payment of $100,000 was made, and a 12-month note payable for $100,000 was issued to fulfill the $200,000 payment, and 200,000 common shares with a fair value of $35,820 were issued. The note payable bears interest at $2,000 per month. These payments under the New Option are analogous to those described at Note 7.2. |
| ● | Payment of $260,000 and the issuance of 200,000 common shares of the Company on February 6, 2021. Canopy extended this payment to August 6, 2021, by paying 200,000 common shares of the Company with a fair value of $35,820. These payments are analogous to those described at Note 7.3, and were extended by way of a 200,000 payment of common shares with a fair value of $38,820. |
| ● | Payment of $200,000 and the issuance of 200,000 common shares of the Company due upon exercise of the New Option, pending Municipal and State regulatory approval. These payments are analogous to Note 7.4. During the six months ended April 30, 2021, a payments of $200,000 and 200,000 common shares with a fair value of $35,821 were made. |
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
Investment in assets sold by High Street Capital Partners. LLC (“HSCP”)
| 7.5 | On February 5, 2021, the Company agreed to acquire substantially all of the assets of the growing and retail operations (the “HSCP Transaction”) of HSCP, for an aggregate total of $3,000,000 in consideration, payable in a series of tranches, subject to receipt of all necessary regulatory and other approvals, not to exceed 18 months from the date of the agreement evidencing the HSCP Transaction. The Company also executed a management services agreement with HSCP (“HSCP MSA”), pursuant to which the Company agreed to pay $21,500 per month as consideration for services rendered thereunder, until the completion of the HSCP Transaction. In accordance with the MSA, the Company will own all production from the growing assets derived from the growing operations of HSCP, and the Company will operate the growing facility of HSCP under the MSA until receipt of the necessary regulatory approvals relating to the acquisition by the Company of HSCP’s growing assets. The Company has no involvement with the retail operations contemplated in the agreement until the HSCP Transaction is completed. |
During the six months ended April 30, 2021, the Company paid $750,000 towards the total consideration of $3,000,000 under the HSCP Transaction.
| 8. | ACCRUED LIABILITIES |
The following table summarizes the liability payable to creditors who agreed to defer settlement for longer than one year from October 31, 2020 and 2019:
| CEO | Trade Vendors | Total | ||||||||||
| Balance at October 31, 2019 | $ | 180,799 | - | $ | 180,799 | |||||||
| Amounts deferred | 45,000 | 241,255 | 286,255 | |||||||||
| Amounts settled | - | (77,238 | ) | (77,238 | ) | |||||||
| Balance at October 31, 2020 | $ | 225,799 | 164,017 | $ | 389,816 | |||||||
| Amounts settled | (162,899 | ) | (103,504 | ) | (266,403 | ) | ||||||
| Balance at April 30, 2021 | $ | 62,900 | 60,513 | $ | 123,413 | |||||||
| 9. | LEASES |
At April 30, 2021, The Company reported lease liabilities pertaining to four leases for property for growing operations and certain leases for equipment.
One lease for outdoor growing property, executed with the Company’s CEO, was extended during the six months ended April 30, 2021, through December 31, 2025. This lease was accordingly remeasured, resulting in an increase to the liability and right-of-use asset of $281,707.
A second lease for outdoor growing property was extended during the six months ended April 30, 2021, through December 31, 2021. This lease was accordingly remeasured, resulting in an increase to lease liabilities and right-of-use assets of $43,490.
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
During the six months ended April 30, 2021, management determined that it would exercise extension options on a third property lease, an indoor growing facility, through March 31, 2027. This lease was accordingly remeasured, resulting in an increase to lease liabilities and right-of-use assets of $460,030.
During the six months ended April 30, 2021, a fourth property lease was entered into for an outdoor growing property. This lease was measured at $107,104, with a corresponding increase to lease liabilities and right-of-use assets.
During the six months ended April 30, 2021, leases for equipment entered into were measured at $144,789, with a corresponding increase to lease liabilities and right-of-use assets.
Set out below are the carrying amounts and movements of lease liabilities.
| Lease liabilities | April 30, 2021 | October 31, 2020 | ||||||
| Balance - beginning | $ | 116,907 | $ | 142,205 | ||||
| Adoption of IFRS 16 | - | 276,431 | ||||||
| Additions | 1,037,120 | 68,035 | ||||||
| Accretion of interest | 35,495 | 65,433 | ||||||
| Payments | (184,870 | ) | (435,197 | ) | ||||
| Balance - ending | $ | 1,004,652 | $ | 116,907 | ||||
| Current portion | 273,525 | 100,277 | ||||||
| Non-current portion | 731,127 | 16,630 | ||||||
Payments during the six months ended April 30, 2021 of $184,870 included principal payments of $149,375 and interest of $35,495 (2020 - payments of $227,917, comprised of principal payments of $187,710 and interest of $35,207).
Set out below are the minimum future lease payments after April 30, 2021.
| Total future minimum lease payments | ||||
| Less than one year | $ | 374,361 | ||
| Between one and five years | 889,675 | |||
| Total | $ | 1,264,036 | ||
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
| 10. | PROPERTY AND EQUIPMENT |
| Computer and Office Equipment | Production Equipment and Other | Construction in Progress | Leasehold Improvements | Right-of-use Assets | Total | |||||||||||||||||||
| COST | ||||||||||||||||||||||||
| Balance - October 31, 2019 | $ | 55,960 | $ | 156,781 | $ | 476,783 | $ | 1,238,680 | $ | 358,608 | $ | 2,286,812 | ||||||||||||
| Additions | 1,031 | 215,030 | 90,342 | 251,355 | 344,466 | 902,224 | ||||||||||||||||||
| Transfers | (2,061 | ) | 2,061 | (512,719 | ) | 512,719 | - | - | ||||||||||||||||
| Disposals | (39,764 | ) | (17,350 | ) | (9,331 | ) | (947 | ) | - | (67,392 | ) | |||||||||||||
| Balance - October 31, 2020 | $ | 15,166 | $ | 356,522 | $ | 45,075 | $ | 2,001,807 | $ | 703,074 | $ | 3,121,644 | ||||||||||||
| Additions | - | 3,964 | - | 721,189 | 1,037,120 | 1,762,273 | ||||||||||||||||||
| Transfers | - | - | (45,075 | ) | 45,075 | - | - | |||||||||||||||||
| Balance - April 30, 2021 | $ | 15,166 | $ | 360,486 | $ | - | $ | 2,768,071 | $ | 1,740,194 | $ | 4,883,917 | ||||||||||||
| ACCUMULATED AMORTIZATION | ||||||||||||||||||||||||
| Balance - October 31, 2019 | $ | 19,701 | $ | 37,016 | $ | - | $ | 638,629 | $ | 126,549 | $ | 821,895 | ||||||||||||
| Amortization for the period | 6,360 | 41,397 | - | 810,619 | 305,365 | 1,163,741 | ||||||||||||||||||
| Transfers | (2,405 | ) | 2,405 | - | - | - | - | |||||||||||||||||
| Disposals | (8,490 | ) | (7,301 | ) | - | - | - | (15,791 | ) | |||||||||||||||
| Balance - October 31, 2020 | $ | 15,166 | $ | 73,517 | $ | - | $ | 1,449,248 | $ | 431,914 | $ | 1,969,845 | ||||||||||||
| Amortization for the period | - | 28,075 | - | 354,855 | 142,712 | 525,642 | ||||||||||||||||||
| Balance - April 30, 2021 | $ | 15,166 | $ | 101,592 | $ | - | $ | 1,804,103 | $ | 574,626 | $ | 2,495,487 | ||||||||||||
| NET BOOK VALUE | ||||||||||||||||||||||||
| As at October 31, 2020 | $ | - | $ | 283,005 | $ | 45,075 | $ | 552,559 | $ | 271,160 | $ | 1,151,799 | ||||||||||||
| As at April 30, 2021 | $ | - | $ | 258,894 | $ | - | $ | 963,968 | $ | 1,165,568 | $ | 2,388,430 | ||||||||||||
For the six months ended April 30, 2021, amortization capitalized was $446,941 (2020 - $267,624) and expensed amortization was $78,701 (2020 - $111,728).
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
| 11. | LONG-TERM DEBT |
Transactions related to the Company’s long-term debt for the six months ended April 31, 2021 include the following:
| Movement in long-term debt | ||||
| Balance - October 31, 2019 | $ | 150,000 | ||
| Additions (Notes 11.5, 11.6) | 615,000 | |||
| Interest accretion | 260,940 | |||
| Payments | (226,126 | ) | ||
| Balance - October 31, 2020 | $ | 799,814 | ||
| Additions (Notes 11.1,11.2,11.3,11.4) | 625,000 | |||
| Interest accretion | 230,129 | |||
| Payments | (175,411 | ) | ||
| Balance - April 30, 2021 | $ | 1,479,532 | ||
| Current portion - April 30, 2021 | 311,272 | |||
| Non-current portion - April 30, 2021 | 1,168,260 |
| 11.1 | On November 23, 2020, debt was issued by Grown Rogue Distribution, LLC with a principal amount of $125,000, interest paid monthly at 10% per annum, and a maturity date of November 23, 2023. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $125,000. The note is reported at amortized cost using an effective interest rate of approximately 27%. |
| 11.2 | On December 2, 2020, debt was issued by Grown Rogue Gardens, LLC with a principal amount of $150,000, interest accrued at 10% per annum, and a maturity date of December 31, 2021. Interest and principal are payable upon maturity. The maturity date can be extended by up to six-months for a $1,000 fee per $10,000 of principal extended. |
| 11.3 | On January 27, 2021, debt was issued by Grown Rogue Distribution, LLC with a principal amount of $250,000, interest paid monthly at 10% per annum, and a maturity date of January 27, 2024. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $250,000. The note is reported at amortized cost using an effective interest rate of approximately 27%. |
| 11.4 | On February 4, 2021, a note payable for $100,000 was issued to satisfy a milestone payment due to GH (Note 7.2). The note is payable 12 months from the issue date and accrues interest at $2,000 per month. |
Accrued interest payable on long-term debt at April 30, 2021 was $6,250 (October 31, 2020 - $9,376).
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
Transactions related to the Company’s long-term debt for the year ended October 31, 2020, include the following:
| 11.5 | On December 5, 2019, debt was issued with a principal amount of $15,000, with simple interest accrued at a rate of 60% per annum and a maturity of 60 days. On February 18, 2020, all principal and interest was repaid. This amount was owed to the CEO of the Company. |
| 11.6 | Debt issuance by GR Michigan, LLC |
On March 20, 2020, debt with a principal amount of $600,000 was received under a secured debt investment of $600,000 (the “Michigan Debt”). The Michigan Debt carries a two-year term, with monthly payments of principal commencing June 15, 2020, and with payments calculated at 1% of cash sales receipts of Golden Harvests (Note 7). Once the principal is repaid, each investor will receive a monthly royalty of 1% per $100,000 invested based upon cash sales receipts of Golden Harvests (see Note 7) (the “Royalty”). The Royalty commences on the date that repayments equal to principal have been made and continues for a period of two years. The Royalty maximum is two times the amount of principal invested, and the Royalty minimum is equal to the principal loaned; the Company expects to pay the Royalty maximum by July 2023. The Company has the right, but not the obligation, to purchase the Royalty from any lender by paying an amount equal to the original principal invested by such lender. The debt is reported at the carrying value of the probability-weighted estimated future cash flows of all payments under the Michigan Debt agreement at amortized cost using the effective interest method. Interest accreted during the six months ended April 30, 2021 was $199,412 (year ended October 31, 2020 - $260,940), calculated using an effective interest rate of approximately 73%. During the six months ended April 30, 2021 $149,371 was repaid against this debt (year ended October 31, 2020 - $75,126).
Principal amounts of the Michigan Debt of $50,000 and $100,000 (a total of $150,000), were loaned by officers of the Company. Principal of $150,000 was loaned by a director of the Company.
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
| 12. | CONVERTIBLE DEBENTURES |
| Movements in Convertible Debentures | ||||
| Balance - October 31, 2019 | $ | 1,995,609 | ||
| Conversion to common shares | (37,733 | ) | ||
| Interest accretion | 246,015 | |||
| Deemed extinguishment | (2,147,550 | ) | ||
| Effects of foreign exchange | (56,341 | ) | ||
| Balance after deemed extinguishment | $ | - | ||
| Deemed re-issuance | 2,464,241 | |||
| Fair value of derivative liability | (787,264 | ) | ||
| Conversion to common shares | (75,130 | ) | ||
| Interest accretion | 146,964 | |||
| Payments | (44,138 | ) | ||
| Effects of foreign exchange | 35,005 | |||
| Balance - October 31, 2020 | $ | 1,739,678 | ||
| Interest accretion | 510,678 | |||
| Conversion to common shares (Note 12.1) | (1,042,951 | ) | ||
| Payments | (1,312,722 | ) | ||
| Effects of foreign exchange | 105,317 | |||
| Balance - April 30, 2021 | $ | - |
Transactions related to the Company’s convertible debentures for the six months ended April 30, 2021 and the year ended October 31, 2020, include the following:
| 12.1 | During the three months ended April 30, 2021, holders converted an aggregate total of convertible debenture principal of $1,042,951 (CAD$1,311,111) at CAD$0.125 per share into 10,488,884 common shares, of which 3,933,328 were issued as at April 30, 2021, and of which 6,555,556 were issued after April 30, 2021; the shares issuable were reported at a value of $654,338 at April 30, 2021. |
| 12.2 | The derivative liability component of the convertible debentures is remeasured at fair value through profit and loss at each reporting period using the Black-Scholes pricing model. The fair value at April 30, 2021, after full settlement of the convertible debentures, was $Nil (October 31, 2020 - $583,390), and the unrealized loss from remeasurement for the six months ended April 30, 2021 was $1,258,996 (2020 - $Nil). The Black-Scholes pricing model assumptions used in the valuations during the six months ended April 30, 2021, were as follows: |
| ○ Expected dividend yield | Nil% |
| ○ Risk-free interest rate | 0.14% |
| ○ Expected life | 0.6 years |
| ○ Expected volatility | 94% |
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
| 13. | SHARE CAPITAL, SHARES ISSUABLE, AND SUBSCRIPTIONS PAYABLE |
The Company is authorized to issue an unlimited number of common shares at no par value and an unlimited number of preferred shares issuable in series.
During the six months ended April 30, 2021, the following share transactions occurred:
| 13.1 | The Company issued 403,044 common shares with a fair value of $74,294 for employment compensation, director services and consulting services. |
| 13.2 | On February 5, 2021, the Company closed a non-brokered private placement of an aggregate total of 10,231,784 common shares with a fair value of $1,225,000. The private placement was raised in two tranches. In the first tranche, 2,031,784 common shares were issued for proceeds of $200,000. In the second tranche, 8,200,000 common shares and 8,200,000 warrants to purchase one common share were issued for proceeds of $1,025,000. All proceeds of the private placement were allocated to share capital, and costs of $15,148 incurred for this private placement were allocated to share capital. |
| 13.3 | The Company issued 25,000 shares with a fair value of $2,103 in order to extend the Golden Harvests payment described at Note 7.2. |
| 13.4 | On January 14, 2021, the Company agreed to issue 400,000 shares with a fair value of $36,310 to a lender of Golden Harvests to support Golden Harvests’ (Note 7) business development. |
| 13.5 | On November 2, 2020, a member of Golden Harvests earned 500,000 shares with a fair value of $48,900, based upon achievement of a production target. As at April 30, 2021, the shares had not yet been issued. |
| 13.6 | The Company issued 600,000 common shares with an aggregate fair value of $107,461 to make payments towards the Canopy option and extend a milestone payment deadline. Of the 600,000 common shares issued, 200,000 common shares were issued to satisfy a milestone payment of shares described at Note 7.2; 200,000 common shares were issued to satisfy a milestone payment of shares described at Note 7.4; and 200,000 common shares were issued to extend the due date of the milestone payments described at Note 7.3. |
| 13.7 | On March 5, 2021, The Company announced the completion of a brokered private placement offering through the issuance of an aggregate of 21,056,890 special warrants (each a “Special Warrant”) at a price of CAD$0.225 (the “Issue Price”) per Special Warrant for aggregate gross proceeds of approximately $3.7 million (CAD$4,737,800) (the “Offering”). Each Special Warrant entitled the holder thereof to receive, for no additional consideration, one unit of the Company (each, a “Unit”) on the exercise or deemed exercise of the Special Warrant. Each Unit was comprised of one common share of the Company and one warrant to purchase one common share of the Company. Each Special Warrant entitled the holder to receive upon the exercise or deemed exercise thereof, at no additional consideration, 1.10 Units (instead of one (1) Unit), if the Company had not received a receipt for a final short form prospectus qualifying distribution of the common shares and warrants (the “Qualifying Prospectus”) from the applicable securities regulatory authorities (the “Securities Commissions”) on or before April 5, 2021. |
Pg 20 of 35
Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
Each Special Warrant was to be deemed exercised on the date that was the earlier of: (i) the date that was three (3) days following the date on which the Company obtained receipt from the Securities Commissions for the Qualifying Prospectus underlying the Special Warrants and (ii) July 6, 2021. The Company obtained receipt for the Qualifying Prospectus on April 26, 2021. Accordingly, on April 30, 2021, the Company issued 23,162,579 Units, comprised of 23,162,579 common shares and 23,162,579 warrants to purchase one common share. The warrants entitle the holder to purchase one common share at an exercise price of CAD$0.30 for a period of two years.
Proceeds of $3,738,564 and expenses of $444,396 were allocated to share capital; also allocated to share capital were the expenses for fair value of Agent Warrants (Note 15.2) of $210,278.
| 13.8 | During the three months ended April 30, 2021, holders of convertible debentures (Note 12) converted an aggregate total of convertible debenture principal of $1,042,951 (CAD$1,311,111) at CAD$0.125 per share into 10,488,884 common shares, of which 3,933,328 with a fair value of $261,952 were issued as at April 30, 2021, and of which 6,555,556 with a fair value of $654,338 were issuable at April 30, 2021 and were issued subsequent to April 30, 2021. |
During the six months ended April 30, 2020, the following share transactions occurred:
| 13.9 | In connection with the private placement agreement with Plant-Based Investment Corporation (“PBIC”), the Company issued 5,000,000 common shares to PBIC with an aggregate fair value of $373,949. In addition, PBIC and the Company entered into subscription agreements to exchange each other’s shares (the “Share Swap”). Pursuant to the Share Swap, the Company issued 15,000,000 common shares to PBIC with an aggregate fair value of $1,121,848. |
| 13.10 | The Company issued 2,158,750 common shares with an estimated fair value of $153,360 to certain directors, officers and consultants of the Company. |
Pg 21 of 35
Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
| 14. | WARRANTS |
The following table summarizes the warrant activities for the six months ended April 30, 2021:
| Number | Weighted Average Exercise Price | |||||||
| Balance - October 31, 2019 | 27,584,605 | 0.53 | ||||||
| Issued pursuant to private placement | 5,000,000 | 0.13 | ||||||
| Issued pursuant to private placement | 10,000,000 | 0.13 | ||||||
| Expired | (17,183 | ) | (14.05 | ) | ||||
| Cancellation of prior warrants associated with convertible debentures | (6,818,182 | ) | 0.55 | |||||
| Issuance of new warrants associated with convertible debentures | 6,818,182 | 0.16 | ||||||
| Consideration warrants for convertible debenture maturity extension | 1,590,909 | 0.16 | ||||||
| Balance - October 31, 2020 | 44,158,331 | 0.33 | ||||||
| Issuance pursuant to private placement (Note 13.2) | 8,200,000 | 0.20 | ||||||
| Issuance pursuant to the Offering (Note 13.7) | 23,162,579 | 0.30 | ||||||
| Expiration of broker warrants | (757,125 | ) | 0.44 | |||||
| Expiration of warrants | (17,843,998 | ) | 0.55 | |||||
| Balance - April 30, 2021 | 56,919,787 | 0.22 | ||||||
As at April 30, 2021, the following warrants were issued and outstanding:
| Exercise price (CAD$) | Warrants outstanding | Remaining contractual life (years) | Expiry date | |||||||||
| $ | 0.16 | 8,409,091 | 0.5 | November 1, 2021 | ||||||||
| 0.13 | 5,000,000 | 0.8 | February 10, 2022 | |||||||||
| 0.13 | 10,000,000 | 1.0 | May 15, 2022 | |||||||||
| 0.20 | 8,200,000 | 1.8 | February 5, 2023 | |||||||||
| 0.30 | 23,162,579 | 1.8 | March 5, 2023 | |||||||||
| 0.44 | 2,148,117 | 2.4 | June 28, 2023 | |||||||||
| $ | 0.22 | 56,919,787 | 1.4 |
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
| 14.1 | Agent Warrants |
On March 5, 2021, in connection with the Offering described at Note 13.7, as consideration for the services rendered by the agent (the “Agent”), the Company issued to the Agent an aggregate of 1,127,758 broker warrants of the Company (the “Broker Warrants”) exercisable to acquire 1,127,758 compensation options (the “Compensation Options”) for no additional consideration. As consideration for certain advisory services provided in connection with the Offering, the Company issued to the Agent an aggregate of 113,500 advisory warrants (the “Advisory Warrants”) exercisable to acquire 113,500 Compensation Options for no additional consideration. The Broker Warrants and Advisory Warrants are collectively referred to as the “Agent Warrants.”
Each Compensation Option entitles the holder thereof to purchase one unit of the Company (a “Compensation Unit”) at the Issue Price of CAD$0.225 for a period of twenty-four (24) months. Each Compensation Unit is comprised of one common share and one common share purchase warrant of the Company (a “Compensation Warrant”). Each Compensation Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company at a price of CAD$0.30 for twenty-four (24) months. The following table sets out the Agent Warrants issued and outstanding at April 30, 2021.
| Agent Warrants | Remaining contractual | |||||||||
| Exercise price (CAD$) | outstanding | life (years) | Expiry date | |||||||
| $ | 0.225 | 1,241,258 | 1.8 | March 5, 2023 | ||||||
The fair value of the Agent Warrants of $210,278 was allocated to share capital. The Black-Scholes pricing assumptions used in the valuation of the Agent Warrants were as follows:
| ○ | Expected dividend yield | Nil% |
| ○ | Risk-free interest rate | 0.92% |
| ○ | Expected life of Agent Warrant | 2 years |
| ○ | Expected life of underlying warrant | 1.99 years |
| ○ | Expected volatility | 100% |
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
| 15. | STOCK OPTIONS |
The following table summarizes the stock option movements for the six months ended April 30, 2021:
| Number | Exercise price (CAD$) | |||||||
| Balance - October 31, 2019 | 650,000 | 0.44 | ||||||
| Granted to employees | 3,575,000 | 0.15 | ||||||
| Forfeitures by service provider | (150,000 | ) | 0.44 | |||||
| Forfeitures by employees | (355,000 | ) | 0.15 | |||||
| Balance - October 31, 2020 | 3,720,000 | 0.19 | ||||||
| Granted to employees | 1,785,000 | 0.15 | ||||||
| Forfeitures by service provider | (25,000 | ) | 0.15 | |||||
| Forfeitures by employees | (130,000 | ) | 0.15 | |||||
| Balance - April 30, 2021 | 5,350,000 | 0.20 | ||||||
| 15.1 | During the six months ended April 30, 2021, 1,785,000 options were granted (2020 - nil) to employees. |
The fair value of the options granted during the six months ended April 30, 2021, was approximately $159,858 (CAD$154,179) which was estimated at the grant dates based on the Black-Scholes pricing model, using the following assumptions:
| ○ | Expected dividend yield | Nil% |
| ○ | Risk-free interest rate | 0.52% |
| ○ | Expected life | 4.0 years |
| ○ | Expected volatility | 98% |
The vesting terms of options granted during the six months ended April 30, 2021 are set out in the table below:
| Number granted | Vesting terms | |||
| 200,000 | 1/2 on second anniversary of grant date, 1/2 on the fourth anniversary of grant date | |||
| 500,000 | 1/2 six months after grant date, 1/2 on first anniversary of grant date | |||
| 75,000 | Fully vested on first anniversary of grant date | |||
| 10,000 | Fully vested on first anniversary of grant date | |||
| 450,000 | Fully vested on third anniversary of grant date | |||
| 50,000 | Fully vested on second anniversary of grant date | |||
| 500,000 | 1/2 six months after grant date, 1/2 on first anniversary of grant date | |||
| 1,785,000 | ||||
Pg 24 of 35
Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
As at April 30, 2021 the following Stock Options were issued and outstanding (all prices are in Canadian Dollars unless otherwise noted):
| Exercise price (CAD$) | Options outstanding | Number exercisable | Remaining Contractual Life (years) | Expiry date | ||||||||||||
| $ | 0.44 | 500,000 | 500,000 | 0.7 | January 01, 2022 | |||||||||||
| 0.15 | 3,065,000 | 2,055,000 | 3.2 | July 09, 2024 | ||||||||||||
| 0.15 | 500,000 | 250,000 | 3.6 | December 01, 2024 | ||||||||||||
| 0.15 | 200,000 | - | 3.6 | November 18, 2024 | ||||||||||||
| 0.22 | 585,000 | - | 4.0 | April 30, 2025 | ||||||||||||
| 0.35 | 500,000 | - | 4.0 | May 01, 2025 | ||||||||||||
| $ | 0.20 | 5,350,000 | 2,805,000 | 3.2 | ||||||||||||
| 16. | CHANGES IN NON-CASH WORKING CAPITAL |
The changes to the Company’s non-cash working capital for the six months ended April 30, 2021 and 2020 are as follows:
| Six months ended April 30, | 2021 | 2020 | ||||||
| Accounts receivable | $ | (200,542 | ) | $ | (8,613 | ) | ||
| Inventory | 400,315 | 1,326,367 | ||||||
| Prepaid expenses and other assets | (205,733 | ) | (21,110 | ) | ||||
| Accounts payable and accrued liabilities | (345,565 | ) | 160,051 | |||||
| Interest payable | (3,117 | ) | (885 | ) | ||||
| Unearned revenue | 40,000 | (35,000 | ) | |||||
| Total | $ | (314,642 | ) | $ | 1,420,810 | |||
| 17. | SUPPLEMENTAL CASH FLOW DISCLOSURE |
| Six months ended April 30, | 2021 | 2020 | ||||||
| Interest paid | $ | 115,616 | $ | 68,122 | ||||
| Fair value of common shares issued & issuable for services | 159,504 | 267,374 | ||||||
| Fair value of common shares issued to GH (Note 7) | 109,564 | - | ||||||
| Fair value of common shares issued to GH creditor | 36,310 | - | ||||||
| Fair value of common shares issuable for services | 48,900 | - | ||||||
| Right-of-use assets acquired through leases (Note 10) | 1,037,120 | - | ||||||
| Conversion of debenture into common shares | 916,290 | - | ||||||
| Derivative liability recognized as contributed surplus upon debenture conversion | 1,883,731 | - | ||||||
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
| 18. | RELATED PARTY TRANSACTIONS |
During the six months ended April 30, 2021, the Company incurred the following related party transactions:
| 18.1 | Through its wholly owned subsidiary, GRU Properties, LLC, the Company leased a property located in Trail, Oregon (“Trail”) owned by the Company’s President and CEO. The lease was extended during the six months ended April 30, 2021, with a term through December 31, 2025. Lease charges of $37,000 were incurred for the six months ended April 30, 2021 (2020 - $38,000). The Company has $Nil (October 31, 2020 - $45,000) owing under this lease at April 30, 2021 from deferred payments previously reported as non-current liabilities. The lease liability balance at April 30, 2021, was $264,837 (October 31, 2020 - $12,532). |
The CEO earns a royalty of 2.5% of sales of flower produced at Trail, and this royalty terminates upon the final sale of flower from Trail which was planted during the year ended October 31, 2020. The CEO earned royalties of $14,717 during the six months ended April 30, 2021 (2020 - $15,766).
During the six months ended April 30, 2021, the Company settled a total of $162,899 in long-term accrued liabilities due to the CEO by way of a payment of $62,899 and $100,000 attributed to the CEO’s subscription to a non-brokered private placement on February 5, 2021 (Note 13.2).
| 18.2 | The Company incurred expenses of $31,250 (2020 - $12,000) for services provided by the spouse of the CEO. At April 30, 2021, accounts and accrued liabilities payable to this individual were $2,500 (October 31, 2020 - $1,946). During the year ended October 31, 2020, this individual was granted 500,000 options which vested on the grant date. |
| 18.3 | Key management personnel consists of the President and CEO; the former Chief Strategy Officer; the CFO of GR Unlimited; the former Chief Market Officer (“CMO”); the Chief Operating Officer (“COO”)*, the Chief Accounting Officer (“CAO”); and the CFO of Grown Rogue International, Inc. The compensation paid to key management is presented in the following table: |
| Six months ended April 30, | 2021 | 2020 | ||||||
| Salaries and consulting fees | $ | 475,859 | $ | 201,000 | ||||
| Share-based compensation | 54,697 | 10,188 | ||||||
| Stock option expense | 52,373 | - | ||||||
| Total | $ | 582,929 | $ | 211,188 | ||||
*COO was appointed subsequent to April 30, 2021 and was paid & compensated prior to appointment; compensation for the six months ended April 30, 2021, is included in the table above for comparability to past & ongoing expenses.
Stock options granted to key management personnel and close family members of key management personnel include the following options, granted during the year ended October 31, 2020: 750,000 options to the CFO of GR Unlimited; 750,000 options to the CMO; and 250,000 options to the CAO. During the six months ended April 30, 2021, 500,000 options were granted to the COO.
Pg 26 of 35
Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
Compensation to directors during the six months ended April 30, 2021 was comprised of 100,908 common shares with a fair value of $14,187 (2020 - 865,000 common shares with a fair value of $58,751) and fees of $9,000 (2020 – $9,000).
Accounts payable and accrued liabilities due to key management at April 30, 2021, totaled $417,842 (October 31, 2020 - $441,424), including the accrued liabilities described at Note 8.
| 18.4 | Debt balances and movements with related parties |
The following table sets out portions of debt pertaining to related parties:
| CEO | CFO of GR Unlimited LLC | Director | COO | Total | |||||||||||||||||
| Balance - October 31, 2019 | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
| Borrowed | 50,000 | 100,000 | 150,000 | - | 300,000 | ||||||||||||||||
| Interest | 21,745 | 43,491 | 65,236 | - | 130,472 | ||||||||||||||||
| Payments | (10,252 | ) | (20,504 | ) | (30,756 | ) | - | (61,512 | ) | ||||||||||||
| Balance - October 31, 2020 | $ | 61,493 | $ | 122,987 | $ | 184,480 | $ | - | $ | 368,960 | |||||||||||
| Borrowed | - | - | - | 150,000 | 150,000 | ||||||||||||||||
| Interest | 16,618 | 33,235 | 49,853 | 6,250 | 105,956 | ||||||||||||||||
| Payments | (8,456 | ) | (16,912 | ) | (25,368 | ) | - | (50,736 | ) | ||||||||||||
| Balance - April 30, 2021 | $ | 69,655 | $ | 139,310 | $ | 208,965 | $ | 156,250 | $ | 574,180 | |||||||||||
Pursuant to the loan agreements transacted during the year ended October 31, 2020, the CEO, CFO of GR Unlimited LLC, and a director obtained 5.5%; 1%; and 2.5% of GR Michigan LLC, respectively; third parties obtained 4% as part of the same loan agreements (Note 11.5), such that GR Michigan has a 13% non-controlling interest (Note 23.2). Concurrent with execution of the New Option, these parties, except the CEO, obtained the same interests in Canopy Management, LLC; the CEO obtained 92.5% of Canopy Management (Note 23.4).
| 18.5 | On November 23, 2020, a director purchased 6.25 newly issued equity units of Grown Rogue Distribution, LLC for $250,000 (Note 23.3), out of the total of 11.875 such units issued during the six months ended April 30, 2021. On April 30, 2021, the Company purchased these units for consideration of 1,953,125 common shares with a fair value of $349,809, which were issued subsequent to April 30, 2021. |
| 18.6 | Related party subscriptions to February 5, 2021, non-brokered private placement |
The following table sets out related party subscriptions to the February 5, 2021, non-brokered private placement described at Note 13.2.
Pg 27 of 35
Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
| Subscription amount ($) | Shares | Warrants | ||||||||||
| Chief Operating Officer | 125,000 | 1,000,000 | 1,000,000 | |||||||||
| Chief Financial Officer of GR Unlimited | 250,000 | 2,000,000 | 2,000,000 | |||||||||
| Chief Executive Officer | 200,000 | 1,600,000 | 1,600,000 | |||||||||
| PBIC | 250,000 | 2,000,000 | 2,000,000 | |||||||||
| Total | $ | 825,000 | 6,600,000 | 6,600,000 | ||||||||
| 18.7 | On March 5, 2021, under the Offering (Note 13.7), PBIC invested proceeds of $394,546 which resulted in the issuance to PBIC of 2,444,444 common shares and 2,444,444 warrants to purchase common shares. Each warrant is exercisable at CAD$0.30 for a period of two years. |
| 19. | FINANCIAL INSTRUMENTS |
| 19.1 | Market Risk (including interest rate risk and currency risk) |
Market risk is the risk that the fair value or cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk reflects interest rate risk, currency risk and other price risks.
| 19.1.1 | Interest Rate Risk |
At April 30, 2021, the Company’s exposure to interest rate risk relates to long-term debt, convertible promissory notes, and finance lease obligations; each of these items bears interest at a fixed rate.
| 19.1.2 | Currency Risk |
As at April 30, 2021, the Company had accounts payable and accrued liabilities of CAD$423,593. The Company is exposed to the risk of fluctuation in the rate of exchange between the Canadian Dollar and the United States Dollar.
Pg 28 of 35
Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
| 19.2 | Credit Risk |
Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to pay for its obligation.
Credit risk to the Company is derived from cash and trade accounts receivable. The Company places its cash in deposit with United States financial institutions. The Company has established a policy to mitigate the risk of loss related to granting customer credit by primarily selling on a cash-on-delivery basis.
The carrying amount of cash, accounts receivable, and other receivables represent the Company’s maximum exposure to credit risk; the balances of these accounts are summarized in the following table:
| April 30, 2021 | October 31, 2020 | |||||||
| Cash | $ | 1,717,343 | $ | 217,788 | ||||
| Accounts Receivable | 372,663 | 172,121 | ||||||
| Total | $ | 2,090,006 | $ | 389,909 | ||||
The allowance for doubtful accounts at April 30, 2021 was $6,700 (October 31, 2020 - $7,425).
As at April 30, 2021 and October 31, 2020, the Company’s trade accounts receivable and other receivable were aged as follows:
| April 30, 2021 | October 31, 2020 | |||||||
| Current | 138,984 | 66,660 | ||||||
| 1-30 days | 121,327 | 49,204 | ||||||
| 31 days-older | 119,052 | 63,682 | ||||||
| Allowance for doubtful accounts | (6,700 | ) | (7,425 | ) | ||||
| Total trade accounts receivable | $ | 372,663 | $ | 172,121 | ||||
The change in the provision for expected credit losses is as follows:
| April 30, 2021 | October 31, 2020 | |||||||
| Balance, beginning of period | $ | 7,425 | $ | 129,131 | ||||
| Additional allowance (reduction) | 11,493 | 10,349 | ||||||
| Amounts collected | (4,300 | ) | (6,757 | ) | ||||
| Amounts used | (7,918 | ) | (125,298 | ) | ||||
| Balance, end of period | $ | 6,700 | $ | 7,425 | ||||
Pg 29 of 35
Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
| 19.3 | Liquidity Risk |
Liquidity risk is the risk that an entity will have difficulties in paying its financial liabilities.
The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they become due. At April 30, 2021, the Company’s working capital accounts were as follows:
| April 30, 2021 | October 31, 2020 | |||||||
| Cash | $ | 1,717,343 | $ | 217,788 | ||||
| Current assets excluding cash | 1,916,837 | 1,616,987 | ||||||
| Total current assets | 3,634,180 | 1,834,775 | ||||||
| Current liabilities | 1,732,195 | 1,799,104 | ||||||
| Working capital (deficit) | $ | 1,901,985 | $ | 35,671 | ||||
The contractual maturities of the Company’s accounts payable and accrued liabilities, debt, leases, unearned revenue, and derivative liabilities occur over the next three years as follows:
| Year 1 | Years 2-3 | |||||||
| Accounts payable and accrued liabilities | $ | 1,101,148 | $ | 123,413 | ||||
| Debt and convertible debentures | 311,272 | 1,168,260 | ||||||
| Lease liabilities | 273,525 | 731,127 | ||||||
| Interest payable | 6,250 | - | ||||||
| Unearned revenue | 40,000 | - | ||||||
| Total | $ | 1,732,195 | $ | 2,022,800 | ||||
| 19.4 | Fair Values |
The carrying amounts for the Company’s cash, accounts receivable, prepaid and other assets, accounts payable and accrued liabilities, current portions of debt and debentures payable, unearned revenue, and interest payable approximate their fair values because of the short-term nature of these items.
| 19.5 | Fair Value Hierarchy |
A number of the Company’s accounting policies and disclosures require the measurement of fair valued for both financial and nonfinancial assets and liabilities. The Company has an established framework, which includes team members who have overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values. When measuring the fair value of an asset or liability, the Company uses observable market data as far as possible. The Company regularly assesses significant unobservable inputs and valuation adjustments. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1: unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; or
Pg 30 of 35
Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The carrying values of the financial instruments at April 30, 2021 are summarized in the following table:
| Level in fair value hierarchy | Amortized Cost | FVTPL | |||||||||
| Financial Assets | |||||||||||
| Cash | Level 1 | $ | 1,717,343 | $ | - | ||||||
| Accounts receivable | Level 2 | 372,663 | - | ||||||||
| Marketable securities | Level 1 | - | 1,211,535 | ||||||||
| Financial Liabilities | |||||||||||
| Accounts payable and accrued liabilities | Level 2 | $ | 1,224,261 | $ | - | ||||||
| Convertible debentures | Level 2 | - | - | ||||||||
| Debt | Level 2 | 1,479,532 | - | ||||||||
| Interest payable | Level 2 | 6,250 | - | ||||||||
| Derivative liabilities | Level 2 | - | - | ||||||||
| Redemption liabilities | Level 2 | - | - | ||||||||
During the six months ended April 30, 2021 there were no transfers of amounts between levels.
| 20. | GENERAL AND ADMINISTRATIVE EXPENSES |
General and administrative expenses for the three and six ended April 30, 2021 and 2020 are as follows:
| Three months ended April 30, | Six months ended April 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Office, banking, travel, and overheads | $ | 221,552 | $ | 97,685 | $ | 322,260 | $ | 215,370 | ||||||||
| Professional services | 246,500 | 177,761 | 382,928 | 343,113 | ||||||||||||
| Salaries and benefits | 307,867 | 310,591 | 737,470 | 698,322 | ||||||||||||
| Total | $ | 775,919 | $ | 586,037 | $ | 1,442,658 | $ | 1,256,805 | ||||||||
| 21. | CAPITAL DISCLOSURES |
The Company includes equity, comprised of share capital, contributed surplus (including the fair value of equity instruments to be issued), equity component of convertible promissory notes and deficit, in the definition of capital.
Pg 31 of 35
Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
The Company’s objectives when managing capital are as follows:
| o | to safeguard the Company’s assets and ensure the Company’s ability to continue as a going concern. |
| o | to raise sufficient capital to finance the construction of its production facility and obtain license to produce recreational marijuana; and |
| o | to raise sufficient capital to meet its general and administrative expenditures. |
The Company manages its capital structure and makes adjustments to it, based on the general economic conditions, the Company’s short-term working capital requirements, and its planned capital requirements and strategic growth initiatives.
The Company’s principal source of capital is from the issuance of common shares. In order to achieve its objectives, the Company expects to spend its working capital, when applicable, and raise additional funds as required.
The Company does not have any externally imposed capital requirements.
22. SEGMENT REPORTING
Geographical information relating to the Company’s activities is as follows:
| Revenue – six months ended April 30, | 2021 | 2020 | ||||||
| United States | $ | 2,589,607 | $ | 2,278,908 | ||||
| Canada | - | - | ||||||
| Total | $ | 2,589,607 | $ | 2,278,908 | ||||
| Non-current assets as at: | April 30, 2021 | October 31, 2020 | ||||||
| United States(1) | $ | 5,051,341 | $ | 1,929,643 | ||||
| Canada | - | - | ||||||
| Total | $ | 5,051,341 | $ | 1,929,643 | ||||
(1) Includes: plant and equipment
Major customers are defined as customers that each individually account for greater than 10% of the Company’s annual revenues. During the three months ended April 30, 2021, one major customer accounted for 25% of revenues (2020 – three major customers accounted for 67% of annual revenues). During the six months ended April 30, 2021, one major customer accounted for 19% of sales (2020 – four major customers accounted for 61% of sales).
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
23. NON-CONTROLLING INTERESTS
The changes to the non-controlling interest for the six months ended April 30, 2021 and the year ended October 31, 2020 are as follows:
| April 30, 2021 | October 31, 2020 | |||||||
| Balance, beginning of period | $ | (33,383 | ) | $ | 19,538 | |||
| Elimination of GRD Cali, LLC non-controlling | ||||||||
| interest | - | 22,128 | ||||||
| Non-controlling interest’s 40% share of GRD Cali, | ||||||||
| LLC | - | (36,366 | ) | |||||
| Non-controlling interest’s 40% share of Idalia, LLC | (604 | ) | (129 | ) | ||||
| Non-controlling interest’s 13% share of GR | ||||||||
| Michigan, LLC | 5,742 | (38,554 | ) | |||||
| Non-controlling interest’s 100% share of Canopy | ||||||||
| Management, LLC | (15,548 | ) | - | |||||
| Balance, end of period | $ | (43,793 | ) | $ | (33,383 | ) | ||
| 23.1 | Non-controlling interest in Idalia, LLC |
The following is summarized financial information for Idalia, LLC:
| April 30, 2021 | October 31, 2020 | |||||||
| Non-current assets | $ | 8,720 | $ | 10,230 | ||||
| Net loss for the period | 1,511 | 322 | ||||||
| 23.2 | Non-controlling interest in GR Michigan, LLC (“GR Michigan”): |
| April 30, 2021 | October 31, 2020 | |||||||
| Current assets | $ | 4,001 | $ | 74,961 | ||||
| Non-current assets | - | 603,895 | ||||||
| Current liabilities | - | 489,266 | ||||||
| Advances from parent | - | 68,994 | ||||||
| Net loss for the period | 48,867 | 296,570 | ||||||
Nine percent (9%) of GR Michigan is owned by officers and directors of the Company; this ownership is pursuant to an agreement that included their loans made to GR Michigan (Note 18.4), and 4% of GR Michigan . The total non-controlling ownership, including ownership by officers and directors, is 13%.
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
| 23.3 | Non-controlling interest in Grown Rogue Distribution, LLC |
During the six months ended April 30, 2021, the Company sold an aggregate total of an approximately 10.6% interest in Grown Rogue Distribution, LLC (“GR Distribution”) for $475,000. The interest was comprised of 11.875 newly issued equity units (“GR Distribution Units”) and each GR Distribution Unit was sold for $40,000. After the issuances, 111.875 GR Distribution Units were issued and outstanding. Of the 11.875 GR Distribution units issued, 6.25 were issued to a director of the Company, for proceeds of $250,000. During the three months ended April 30, 2021, the Company purchased 11.875 GR Distribution Units in exchange for 3,711,938 common shares with an aggregate fair value of $664,816, which were reported as shares issuable at April 30, 2021, and which were issued subsequent to April 30, 2021. After the Company’s purchase of 11.875 GR Distribution Units, Grown Rogue Distribution, LLC was a 100% owned subsidiary.
| 23.4 | Non-controlling interest in Canopy Management, LLC |
| April 30, 2021 | October 31, 2020 | |||||||
| Current assets | $ | 211,925 | $ | - | ||||
| Non-current assets | 1,206,421 | - | ||||||
| Current liabilities | 164,366 | - | ||||||
| Advances from parent | 837,230 | - | ||||||
| Net loss for the period | 15,548 | - | ||||||
Ninety-six percent (96%) of Canopy is owned by officers and directors of the Company, and four percent (4%) is owned by a third party. Ownership by officers and directors, excluding the CEO, is pursuant to agreements concurrent with the New Option which caused their ownership of Canopy to be equal to their ownership in GR Michigan (Note 23.2), which total 3.5%. The CEO owns 92.5% of Canopy, noting that this analogous to the CEO’s 5.5% ownership of GR Michigan, and an additional 87% of Canopy, which is equal to the Company’s ownership of GR Michigan of 87%. After the Company executes the Canopy Option, the Company’s ownership of Canopy will be the same as its ownership of GR Michigan.
24. SUBSEQUENT EVENTS
On May 1, 2021, the Company, having received all relevant regulatory approvals and made certain payments, exercised its option to acquire a 60% controlling interest in Golden Harvests. Following the acquisition, Canopy owns the 60% controlling interest in Golden Harvests, and the Company retains its option to acquire 87% of the membership units of Canopy, which is expected to be exercised by the end of 2021.
Subsequent to April 30, 2021, the following shares were issued:
| ● | 6,555,556 shares issuable with a fair value of $654,338 were issued to the former holders of convertible debentures described at Note 12.2; and |
| ● | 3,711,938 shares issuable with a fair value of $664,816 were issued to the sellers of GR Distribution Units described at Note 23.3. |
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Grown Rogue International Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended April 30, 2021 and 2020
Unaudited - Expressed in United States Dollars, unless otherwise indicated
Subsequent to April 30, 2021, the Company granted 1,300,000 options to purchase common shares to employees of the Company. The options are exercisable at CAD$0.16 for a period of four years from the grant date.
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Exhibit 4
GROWN ROGUE INTERNATIONAL INC.
FORM 51-102F1
MANAGEMENT DISCUSSION & ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2021
TABLE OF CONTENTS
This Management Discussion and Analysis (“MD&A”) made as of June 29, 2021 should be read in conjunction with the unaudited condensed interim consolidated financial statements of Grown Rogue International Inc. (the “Company”, “Grown Rogue”, (“we”, “our”, or “us”) for the three and six months ended April 30, 2021 and 2020 (the “Reporting Period”), and the related notes thereto (the “Financial Statements”). The Company’s Financial Statements are presented on a consolidated basis with its wholly- owned subsidiaries: Grown Rogue Unlimited, LLC (“GR Unlimited”) and GR Unlimited’s wholly-owned subsidiaries Grown Rogue Gardens, LLC (“GR Gardens”), GRU Properties, LLC (“GRU Properties”), GRIP, LLC (“GRIP”), and Grown Rogue Distribution, LLC (“GR Distribution”); as well as GR Unlimited’s 87% interest in GR Michigan, LLC, and GR Unlimited’s 60% interest in Idalia, LLC, and Canopy Management, LLC (“Canopy”), a company controlled by the Company’s CEO and in which the Company has a 0% ownership interest. The Company’s reporting currency is the United States dollar and all amounts in this MD&A are expressed in United States dollars unless otherwise noted. The use of “CAD$” refers to Canadian dollars.
The three months ended April 30, 2021 and 2020 are referred to herein as “Q2 2021” and “Q2 2020,” respectively.
The Company’s comparative information included in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”).
Additional information relating to the Company is also available on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. The common shares of GRIN are listed on the Canadian Securities Exchange under the symbol “GRIN”.
MANAGEMENT’S RESPONSIBILITIES FOR FINANCIAL REPORTING
The Financial Statements have been prepared by management in accordance with IFRS and have been approved by the Company’s board of directors (the “Board”). The integrity and objectivity of the Financial Statements are the responsibility of management. In addition, management is responsible for ensuring that the information contained in the MD&A is consistent where appropriate, with the information contained in the Financial Statements.
The Financial Statements may contain certain amounts based on estimates and judgments. Management has determined such amounts on a reasonable basis to ensure that the Financial Statements are presented fairly in all material respects.
As the Company is a Venture Issuer (as defined under under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) (“Nl 52-109”), the Company and Management are not required to include representations relating to the evaluation, design, establishment and/or maintenance of disclosure controls and procedures (“DC&P”) and/or Internal Controls over Financial Reporting (“ICFR”), as defined in Nl 52-109, nor has it completed such an evaluation. Inherent limitations on the ability of the certifying officers to design and implement on a cost-effective bases DC&P and ICFR for the issuer may result in additional risks of quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
This MD&A contains information and projections based on current expectations. Certain statements herein may constitute “forward-looking” statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this MD&A, such statements use such words as “will”, “may”, “could”, “intends”, “potential”, “plans”, “believes”, “expects”, “projects”, “estimates”, “anticipates”, “continue”, “potential”, “predicts” or “should” and other similar terminology. These statements reflect expectations regarding future events and performance but speak only as of the date of this MD&A. Forward-looking statements include, among others, statements with respect to planned acquisitions, strategic partnerships or other transactions and expansions not yet concluded; plans to market, sell and distribute products; market competition; plans to retain and recruit personnel; the ability to secure funding; and the ability to obtain regulatory and other approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements to be materially different from those implied by such statements.
There can be no assurance that any intended or proposed activity or transaction will occur or that, if any such action or transaction is undertaken, it will be completed on terms currently intended by the Company. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward- looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The forward-looking statements herein speak only as of the date hereof. Actual results could differ materially from those anticipated due to a number of factors and risks including those described in this MD&A under “Risk Factors” and in section 17 of the Company’s Listing Statement dated November 15, 2018, which can be found under the Company’s profile on www.sedar.com.
Grown Rogue, headquartered in Medford, Oregon, is a multi-state cannabis company curating high quality and consistent flower that allows consumers to enhance life experiences. Grown Rogue is a mid-premium brand that classifies their products based on “Mind, Body & Mood” effects which resonates with consumers from the so-called canna-curious through the canna-serious. Grown Rogue is committed to educating, inspiring and empowering consumers with information about cannabis so they can “enhance experiences” by selecting the right product. We are focused on high quality, low-cost production of flower and flower-based products. Flower continues to be the leading product category in most every state as compared to other categories such as edible, vape cartridges, pre-rolls, or concentrates. With its best-in-class production methods, low-cost cultivation, award winning product, and geographic location in the famed Emerald Triangle, Grown Rogue is well positioned to become a leading flower producer in the cannabis sector.
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OREGON
Grown Rogue, through its wholly owned subsidiary, GR Gardens, operates four cultivation facilities, in Oregon comprising approximately 130,000 sq ft of cultivation area, that currently service the Oregon recreational marijuana market: “Manzanita Glen” (sungrown), “Trail’s End” (sungrown), and two state- of-the-art indoor facilities (“Warehouse 1” and “Warehouse 2”). Warehouse 2 is comprised of assets being operated under a management agreement that was signed during Q2 2021 which will approximately double our indoor production capacity. GR Gardens currently holds three producer licenses in Oregon from the Oregon Liquor Control Commission (“OLCC”), for the three properties described above, one wholesaler license, and one processor license. GR Gardens is currently not operating the processor license. Warehouse 2 also has a cultivation license, a wholesale and processing license at this location. The Company recently completed a change of location to move the cultivation license located at Manzanita Glen to a new location in Medford, Oregon called “Mira Vista”.
GR Gardens is responsible for production of recreational marijuana using outdoor and indoor production methodologies. Mira Vista and Trails End are both outdoor, sungrown farms, with 40,000 sq ft of flowering canopy, for a total of 80,000 square feet, sitting on a combined land package of approximately 80 acres.
Grown Rogue’s Oregon business is headquartered in the world-renowned Emerald Triangle, which is known world-wide for the quality of its cannabis. The Emerald Triangle includes the southern part of Oregon and northern part of California. The company capitalizes on this ideal outdoor growing environment to produce high-quality, low-cost cannabis flower. The two sungrown farms produce one crop per year per farm, which is planted in June and harvested in October.
Warehouse 1, an approximately 17,000 square-foot indoor facility, produces high-quality indoor flower through controlled atmosphere environment operations. By carefully controlling temperature, humidity, carbon dioxide levels, and other criteria, we are able to provide year-round supply of high-quality cannabis flower with multiple harvests per month. We have recently completed final construction of Warehouse 1, which now has eight dedicated flower rooms, which will allow for approximately four harvests per month resulting in approximately 3,600lbs annually.
Warehouse 2 added 30,000 square feet of indoor productive space, and we estimate production of 2,400 pounds from this facility in calendar year 2021 (not a full year, having begun to operate the assets in February of 2021). After planned improvements, annual productive capacity will be increased to as much as 5,500 pounds. Warehouse 2 is a short distance from Warehouse 1, which is a benefit to operating efficiency, and it is equipped with state-of-the-art equipment which facilitates the implementation of best practices already developed at Warehouse 1.
The total annual production capacity for Grown Rogue’s Oregon operations, based on the current constructed capacity, will range between 12,000 and 14,000 pounds, depending upon various factors, including sungrown seasonality and strain performance.
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MICHIGAN
In February 2020, Grown Rogue, through its subsidiary GR Michigan, LLC, signed an Option to Purchase Agreement (the “Option Agreement”) to acquire a 60% controlling interest in Golden Harvests, LLC (“Golden Harvests”). Golden Harvests is a Michigan-based, fully licensed, and operating cultivation company located in Bay City, Michigan. Golden Harvests has an approximately 80,000 square foot facility of which approximately 25,500 square feet is operational. During the six months ended April 30, 2021, the Company’s, majority controlled subsidiary GR Michigan, LLC, terminated the Option Agreement. Simultaneously with the termination of the Option Agreement, a new entity, Canopy Management, LLC (“Canopy”) signed an option agreement to purchase Golden Harvests under similar terms (the “New Option”). Canopy has already been approved by the State of Michigan for licensing and this facilitated the Company’s ability to accelerate its option exercise to obtain a 60% interest in Golden Harvests. The Company has an option to acquire 87% of Mr. Strickler’s membership interest in Canopy which when exercised, pending approval by the State of Michigan of the Company’s application, will provide identical economic rights as the Company originally had in the Option Agreement. Canopy is majority owned by GRIN’s CEO, who has a fiduciary responsibility to the Company and is prohibited from omitting or taking certain actions relating to Canopy where to do so would be contrary to the economic benefits which the Company expects to derive from the acquisition of Golden Harvests. Canopy acquired a 60% controlling interest in Golden Harvests in May 2021 (subsequent to April 30, 2021), and we expect to exercise our option to acquire 87% of Canopy around the end of calendar year 2021, and until we exercise the option to acquire 87% of Canopy, it will be consolidated with a 100% non-controlling interest.
With the addition of Golden Harvests, Grown Rogue will add an additional 3,000 pounds of high-quality indoor flower production capacity in 2021 and an anticipated 5,500 pounds of production capacity in 2022.
PRODUCT
Grown Rogue produces a range of cultivars for consumers to enjoy (traditionally classified as indicas, sativas, and hybrids). Grown Rogue has a mix of “core” and “limited” strains to provide consumers with consistent and unique purchasing options at their local dispensary. Grown Rogue flower has won multiple awards in Oregon, which is one of the most competitive cannabis production environments in the world, including the prestigious Growers Cup competition on two occasions. Grown Rogue also won 1st place for highest THC content, 1st place for highest terpene content, and 3rd place in the grower’s choice category 2018 and won 1st place for highest terpene content in 2019. In addition, the company believes it achieved an outdoor production potency record in the state of Oregon, when its Monkey Train cultivar tested at a THC potency of 35.13%.
GENETICS
We are committed to developing unique, proprietary genetics and have allocated research and development space to develop new strains, while also phenotype hunting to identify new and exciting strain options that will resonate with consumers. Grown Rogue has developed a compelling mix of proprietary strains, along with a library of “fan favorites” to ensure that consumer and dispensary demand will remain strong for its flower and flower-derived products. All Grown Rogue genetics are rigorously tested to establish the genetic makeup of each strain in its portfolio. We continue to focus on bringing new unique genetics to bring a steady flow of innovative flower and flower products to market.
DISTRIBUTION AND SALES
Grown Rogue distributes product directly to Oregon dispensaries to provide quality, consistency, and product variety year-round. Grown Rogue’s sales team works closely with dispensary owners and intake managers to provide consistent product, competitive prices, and service using sales techniques from other industries such as pharmaceutical and liquor.
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By way of example, Grown Rogue has developed end user product marketing collateral and other educational information regarding Grown Rogue products as part of all sales with dispensaries that include strain type, testing results, information on the product and other necessary information to clearly articulate the product being provided. Each product is uniquely packaged all while maintaining brand consistency across the product suite.
Grown Rogue works with dispensary owners to develop promotional opportunities for the retail customers and bud tenders. Grown Rogue provides detailed tutorials to the staff and owners of the dispensaries around the product and how it is grown, processed, cured, packaged and other items so that they are intimately familiar with the Grown Rogue process. Grown Rogue also invites dispensary owners and operators to Grown Rogue’s operating facilities so they can see first-hand the methods and processes used to create the product.
BRANDING
Developing compelling branding that engages, inspires, and creates transparency and trust with consumers is one of the most important aspects of building a successful cannabis company. Cannabis product branding has been evolving from promising high-quality flower, to providing descriptions of the effect a consumer should expect from a particular product.
Grown Rogue was one of the first brands in the United States to go to market with this type of branding as part of the ROGUE Categorization: Relax, Optimize, Groove, Uplift and Energize. The focus was to provide consumers with “The Right Experience, Every time” made easier by a simple product description that was not cannabis based, such as “sativa” or “indica”.
While other brands have shifted into the “one word” product description, Grown Rogue has leveraged consumer insights and product feedback to evolve the messaging to provide significantly more detail so consumers can make a more informed choice about which Grown Rogue products will optimally enhance their experience.
Grown Rogue’s unique “Mind, Body & Mood” product descriptions provide a level of detail about the expected cannabis experience that is much more insightful and beneficial than competitors. Instead of one word, such as “Relax,” describing a product, Grown Rogue has six words across three categories, which is easy to understand, but much more informative. Grown Rogue is refining this branding effort and intends to launch this new and innovative approach to ensuring consumers select the right experience in 2021.
In order to grow the Grown Rogue community and spread knowledge of its products, Grown Rogue leverages social media and other digital platforms. Grown Rogue aspires to eliminate the “dark mystery” historically associated with cannabis by empowering consumers to learn about the plant and then “enhance experiences” as they desire. The transition from prohibition to legal cannabis has provided the cannabis community with an opportunity to welcome a large group of new members and it is vital that product education is completed in an authentic and informative manner to ensure that everyone’s first cannabis experience is not only positive but also as expected.
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MARKETING AND ADVERTISING
Grown Rogue’s marketing channels include a comprehensive, fully responsive (mobile) interactive website. The website has been search engine optimized and includes calls to action that encourage consumers to become part of the Grown Rogue community by joining its newsletter list or following the company on social media. Grown Rogue is focused on providing education to new and existing consumers, which is available through its monthly newsletter or via the Blog section of its website. Consumers can find information about Grown Rogue, different types of cannabis products and general industry information.
We strategically leverage digital advertising, primarily on industry sites such as Leafly and Weedmaps, and have selectively advertised in endemic and non-endemic magazines including Grow, Northwest Leaf, Oregon Leaf, Dope, Portland Mercury, and Willamette Weekly.
Grown Rogue has established a social media presence that includes Facebook, Twitter, and Instagram. Grown Rogue’s social identity will be defined by delivering fresh content and keeping interaction with followers/fans prompt and positive. Grown Rogue intends to attract existing cannabis industry participants as well as people not familiar with the industry by creating a positive, inclusive environment where dialogue is encouraged. The goal is to change existing stereotypes and overcome the stigmas associated with the cannabis industry.
TRADEMARKS AND PATENTS
Grown Rogue actively seeks to protect its brand and intellectual property. Grown Rogue currently has three registered trademarks:
| 1. | Grown Rogue was filed on September 22, 2017 and registered on August 7, 2018 under Registration No. 5537240 |
| 2. | The Right Experience Every Time was filed on September 29, 2017 and registered on August 7, 2018 under Registration 5537260. |
| 3. | Sizzleberry was filed on September 29, 2017 and registered on August 7, 2018 under Registration 5537259. |
Grown Rogue filed a patent for its nitrogen sealed glass containers on February 15, 2018 with the United States Patent and Trademark Office (“USPTO”). The nitrogen sealed glass containers preserve the freshness of the flower and essential terpenes to improve the “entourage effect.” The USPTO issued Grown Rogue United States Patent Number 10,358,282 on July 23, 2019. Several third parties have contacted us to request licensing information on this technology. We have introduced nitrogen sealed jars in Michigan and plan on launching them as we enter additional new markets and may license the technology to third parties operating in markets in which Grown Rogue is not currently licensed.
SOCIAL AND ENVIRONMENTAL POLICIES
Grown Rogue employs sustainable business models in all of its operations. Grown Rogue maintains the highest standards of environmental stewardship in cultivation. This includes sustainable water sources with optimization of reclamation and recapture from runoff and recycling of water input. We use only natural and sustainable products in all applications, including nutrients and integrated pest management. We maintain the highest level of sustainable cannabis practices through our focus on sustainable and natural cultivation methods.
Grown Rogue hires and pays living wage to all of its team members and is very involved in each of the communities where it operates.
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When wildfires ravaged Oregon during the year ended October 31, 2020, particularly Jackson County, Grown Rogue quickly mobilized to support teammates and their families who lost homes or were adversely impacted, while also donating over $20,000 to community fire relief funds and organizing a Cannabis Coalition Fire Relief Fund with the United Way of Jackson County.
PLANS FOR EXPANSION & ECONOMIC OUTLOOK
Grown Rogue continues to focus on taking its learnings and experience from Oregon into new markets across the US. During the last two years, Grown Rogue has established a platform that excels at licensing, compliance, high quality and low-cost production methods, understanding consumer purchasing preferences, and product innovation. This platform places Grown Rogue in a superior position to capitalize on new markets compared to our competitors. Oregon is arguably the most competitive cannabis market in the world, and we have excelled by implementing standard business practices that make the Company well suited for entering and building successful brand presence in newly legalized cannabis markets.
The recently completed expansion into Warehouse 2 (described in the Oregon heading under Description of Business) represents a template for growth and execution against management’s strategy of being a high quality, low-cost flower producer. As other growth opportunities arise under favorable financial terms, management can activate known and repeatable systems into new assets.
The future of the cannabis industry is in branded products and the best brands are being created on the west coast, which is the area that has become synonymous with high quality cannabis. Unlike many current multi-state operators who prefer to obtain just a few licenses in a large volume of states, Grown Rogue is focused on establishing a larger number of licenses in fewer states to capitalize on the economies of scale we view as optimal to maximize profits. Over the next 12 months, Grown Rogue is focused on furthering its footprint and market share in the Oregon market, continuing to add to the portfolio projects in Michigan and exploring strategic opportunities in new states.
With the recent shift in political landscape, Grown Rogue has also begun analyzing the potential for federal de-regulation and the subsequent ability to export cannabis products across state lines. Oregon and the west coast have become synonymous with high quality cannabis and long term we believe Oregon will be a large export state across the US and international. Being located in the Emerald Triangle also provides a unique product differentiator due to the ability to produce high quality low cost sungrown flower due to the environmental conditions that occur naturally in Southern Oregon. Our strategy for how to take advantage of what will surely be a multi-billion dollar export business is developing and we are excited to begin implementation of this business plan over the coming years.
GOING CONCERN
The Company’s ability to continue as a going concern is dependent upon, but not limited to, its ability to raise financing necessary to fund its development programs and general and administrative expenses, discharge its liabilities as they become due and generate positive cash flows from operations. There is no certainty that the Company will be successful in raising additional capital or generating positive cash flow from operations.
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The following selected financial data for each of the three completed financial years are derived from the audited annual financial statements of the Company.
| Year Ended October 31, | 2020 | 2019 | 2018 | |||||||||
| Total revenue | $ | 4,239,604 | $ | 3,924,983 | $ | 1,932,128 | ||||||
| Loss from operations | (1,574,679 | ) | (7,622,956 | ) | (4,967,609 | ) | ||||||
| Net loss | (2,356,488 | ) | (9,476,934 | ) | (7,509,986 | ) | ||||||
| Net loss per share, basic and diluted | (0.03 | ) | (0.13 | ) | (0.22 | ) | ||||||
| Comprehensive Loss | (2,490,605 | ) | (9,355,014 | ) | (7,509,986 | ) | ||||||
| Comprehensive loss per share, basic & diluted | (0.03 | ) | (0.13 | ) | (0.22 | ) | ||||||
| Total assets | 3,764,418 | 2,932,476 | 5,366,268 | |||||||||
| Total non-current liabilities | 2,910,333 | 217,633 | 2,292,634 | |||||||||
| Cash dividends | Nil | Nil | Nil | |||||||||
Selected financial results of operations for three and six months ended April 30, 2021 and 2020, are summarized below:
| Three months ended April 30, | 2021 ($) | 2020 ($) | Variance $ | Variance % | ||||||||||||
| Revenue | 1,538,422 | 1,172,612 | 365,810 | 31 | % | |||||||||||
| Cost of goods sold, excluding fair value adjustments | (945,278 | ) | (819,820 | ) | (125,458 | ) | 15 | % | ||||||||
| Gross profit before fair value adjustments | 593,144 | 352,792 | 240,352 | 68 | % | |||||||||||
| Net loss | (1,442,518 | ) | (1,206,828 | ) | (235,690 | ) | 20 | % | ||||||||
| Six months ended April 30, | 2021 ($) | 2020 ($) | Variance $ | Variance % | ||||||||||||
| Revenue | 2,589,607 | 2,278,908 | 310,699 | 14 | % | |||||||||||
| Cost of goods sold, excluding fair value adjustments | (1,499,985 | ) | (1,341,500 | ) | (158,485 | ) | 12 | % | ||||||||
| Gross profit (loss) before fair value adjustments | 1,089,622 | 937,408 | 152,214 | 16 | % | |||||||||||
| Net loss | (2,357,583 | ) | (1,440,015 | ) | (917,568 | ) | 64 | % | ||||||||
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Significant expense items contributing to the increase in net loss between the three and six months ended April 30, 2021 and 2020 are summarized in the table below.
| Three months ended April 30, | 2021 ($) | 2020 ($) | Variance $ | Variance % | ||||||||||||
| Realized fair value amounts in inventory sold | 19,732 | 212,669 | (192,937 | ) | (91 | %) | ||||||||||
| Unrealized fair value loss (gain) on growth of biological assets | (33,754 | ) | 47,055 | (80,809 | ) | (172 | %) | |||||||||
| Accretion expense | 366,079 | 71,330 | 294,749 | 413 | % | |||||||||||
| Amortization of property and equipment | 40,546 | 26,229 | 14,317 | 55 | % | |||||||||||
| General and administrative expenses | 775,919 | 586,037 | 189,882 | 32 | % | |||||||||||
| Six months ended April 30, | 2021 ($) | 2020 ($) | Variance $ | Variance % | ||||||||||||
| Realized fair value amounts in inventory sold | 189,060 | 845,299 | (656,239 | ) | (78 | %) | ||||||||||
| Unrealized fair value loss (gain) on growth of biological assets | 153,052 | (654,504 | ) | 807,556 | (123 | %) | ||||||||||
| Accretion expense | 614,436 | 139,540 | 474,896 | 340 | % | |||||||||||
| Amortization of property and equipment | 78,701 | 111,728 | (33,027 | ) | (30 | %) | ||||||||||
| General and administrative expenses | 1,442,658 | 1,256,805 | 185,853 | 15 | % | |||||||||||
More detailed analysis of the components of results of operations are described in the following sections.
REVENUES
The following tables summarizes revenues earned during the three and six months ended April, 2021 and 2020.
| Three months ended April 30, | 2021 ($) | 2020 ($) | Variance ($) | Variance (%) | ||||||||||||
| Revenue from third-party products | 1,636 | 85,260 | (83,624 | ) | (98 | %) | ||||||||||
| Revenue from management services | 167,694 | - | 167,694 | -- | ||||||||||||
| Revenue from Grown Rogue production | 1,369,092 | 1,087,352 | 281,740 | 26 | % | |||||||||||
| Total revenue | 1,538,422 | 1,172,612 | 365,810 | 31 | % | |||||||||||
| Six months ended April 30, | 2021 ($) | 2020 ($) | Variance ($) | Variance (%) | ||||||||||||
| Revenue from third-party products | 1,636 | 125,488 | (123,852 | ) | -99 | % | ||||||||||
| Revenue from management services | 344,055 | - | 344,055 | -- | ||||||||||||
| Revenue from Grown Rogue production | 2,243,916 | 2,153,420 | 90,496 | 4 | % | |||||||||||
| Total revenue | 2,589,607 | 2,278,908 | 310,699 | 14 | % | |||||||||||
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The following table summarizes revenues from Grown Rogue production for the three months ended April 30, 2021.
| Three months ended April 30, | 2021 ($) | 2020 ($) | Variance ($) | Variance (%) | ||||||||||||
| Indoor | 716,543 | 585,014 | 131,529 | 22 | % | |||||||||||
| Outdoor | 581,800 | 462,841 | 118,959 | 26 | % | |||||||||||
| Trim & other | 70,749 | 39,497 | 31,252 | 79 | % | |||||||||||
| Revenue from Grown Rogue production | 1,369,092 | 1,087,352 | 281,740 | 26 | % | |||||||||||
Revenues during Q2 2021 were higher than Q2 2020 revenues, due to an increase in pounds sold of indoor and outdoor flower, which was offset slightly by a small decrease in average selling price of outdoor flower. The following tables summarize pounds sold, revenues from those pounds, and average selling prices. “ASP” refers to average selling price.
| Three months ended April 30, | 2021 Pounds sold | 2020 pounds sold | Pounds variance | 2021 ASP ($) | 2020 ASP ($) | ASP variance | |||||||||||||||||||
| Indoor | 625 | 548 | 77 | 1,147 | 1,068 | 79 | |||||||||||||||||||
| Outdoor | 916 | 692 | 224 | 635 | 669 | (34 | ) | ||||||||||||||||||
| Total | 1,541 | 1,240 | 301 | 843 | 845 | (3 | ) | ||||||||||||||||||
The following table summarizes revenues from Grown Rogue production for the six months ended April 30, 2021.
| Six months ended April 30, | 2021 ($) | 2020 ($) | Variance ($) | Variance (%) | ||||||||||||
| Indoor | 1,139,994 | 1,084,727 | 55,267 | 5 | % | |||||||||||
| Outdoor | 996,475 | 997,078 | (603 | ) | (0 | %) | ||||||||||
| Trim & other | 107,447 | 71,615 | 35,832 | 50 | % | |||||||||||
| Revenue from Grown Rogue production | 2,243,916 | 2,153,420 | 90,496 | 4 | % | |||||||||||
Revenues during the six months ended April 30, 2021, were higher than the comparative period in 2020, due primarily to an increase in the average selling price of indoor flower. This increase was offset slightly by a decrease in pounds sold and a small decrease in the average selling price of outdoor flower. The following tables summarize pounds sold, revenues from those pounds, and average selling prices.
| Six months ended April 30 | 2021 Pounds sold | 2020 pounds sold | Pounds variance | 2021 ASP ($) | 2020 ASP ($) | ASP variance | |||||||||||||||||||
| Indoor | 951 | 1,037 | (86 | ) | 1,198 | 1,046 | 152 | ||||||||||||||||||
| Outdoor | 1,504 | 1,479 | 25 | 662 | 674 | (12 | ) | ||||||||||||||||||
| Total | 2,455 | 2,516 | (61 | ) | 870 | 827 | 43 | ||||||||||||||||||
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COSTS OF GOODS AND SERVICES SOLD
| Three months ended April 30, | 2021 | 2020 | Change ($) | Change (%) | ||||||||||||
| Cost of finished cannabis inventory sold | $ | 875,078 | $ | 819,820 | 55,258 | 7 | % | |||||||||
| Costs of service revenues | 70,200 | - | 70,200 | -- | ||||||||||||
| Costs of goods sold, excl. fair value items | $ | 945,278 | $ | 819,820 | 125,458 | 15 | % | |||||||||
Cost of finished cannabis inventory increased by 7% from Q2 2021 over Q2 2020, while revenues from product sales increased 26% over the same periods, reflecting operational and scale efficiencies.
| Six months ended April 30, | 2021 | 2020 | Change ($) | Change (%) | ||||||||||||
| Cost of finished cannabis inventory sold | $ | 1,345,632 | $ | 1,341,500 | 4,132 | 0 | % | |||||||||
| Costs of service revenues | 154,353 | - | 154,353 | -- | ||||||||||||
| Costs of goods sold, excl. fair value items | $ | 1,499,985 | $ | 1,341,500 | 158,485 | 12 | % | |||||||||
Cost of finished cannabis inventory sold during the six months ended April 30, 2021 were nearly equal to those of the comparative period in 2020, while revenues for the same periods increased 4%, reflecting operational and scale efficiencies, offset by a decrease in pounds sold during the six months ended April 30, 2021 as compared to the comparative period in 2020, during which ASP was favorable.
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NET LOSS
Share-based compensation
During the six months ended April 30, 2021, we granted, or committed to grant, common shares as compensation to employees and service providers. The common shares issuances and stock options (measured at fair value using the Black-Scholes pricing model) resulted in total expense recognition of $136,010 during the six months ended April 30, 2021 (2020 - $Nil).
General and administrative expenses
| Three months ended April 30, | 2021 | 2020 | Change ($) | Change (%) | ||||||||||||
| Office, banking, travel, and overheads | $ | 221,552 | 97,685 | 123,867 | 127 | % | ||||||||||
| Professional services | 246,500 | 177,761 | 68,739 | 39 | % | |||||||||||
| Salaries and benefits | 307,867 | 310,591 | (2,724 | ) | (1 | %) | ||||||||||
| General and administrative expenses | $ | 775,919 | 586,037 | 189,882 | 32 | % | ||||||||||
| Six months ended April 30, | 2021 | 2020 | Change ($) | Change (%) | ||||||||||||
| Office, banking, travel, and overheads | $ | 322,160 | 215,370 | 106,790 | 50 | % | ||||||||||
| Professional services | 382,928 | 343,113 | 39,815 | 12 | % | |||||||||||
| Salaries and benefits | 737,470 | 698,322 | 39,148 | 6 | % | |||||||||||
| General and administrative expenses | $ | 1,442,558 | 1,256,805 | 185,753 | 15 | % | ||||||||||
Increased general and administrative costs quarter over quarter and during the six month periods were in part to an increase in absolute overheads, from growth in facility sizes and number of facilities, a portion of which is attributed to administration. The increases is also due in part to additional staffing required to support expansion and growth, which demanded increases in management expertise in operations and corporate positions, as well as an increased utilization of professional services to support various transactions executed during and shortly after April 30, 2021.
Interest and interest accretion expense
| Three months ended April 30, | 2021 | 2020 | Change ($) | Change (%) | ||||||||||||
| Interest and accretion expense | $ | 402,440 | $ | 142,408 | 260,032 | 183 | % | |||||||||
| Six months ended April 30, | 2021 | 2020 | Change ($) | Change (%) | ||||||||||||
| Interest and accretion expense | $ | 659,324 | $ | 301,132 | 358,192 | 119 | % | |||||||||
The increase in interest and accretion expense for the three and six months ended April 30, 2021 over the comparative periods in 2020 reflects interest on higher debt outstanding in the 2021 periods as compared to the 2020 periods. Debt issued after Q1 2020 includes debt principal of $600,000 issued on March 20, 2020, at an effective interest rate of 73%; two debt issuances during the six months ended April 30, 2021 with total principal of $375,000 and effective interest rates of approximately 27%; and a debt issuance during the six months ended April 30, 2021, of $150,000 with an annual interest rate of 10%. During Q2 2021, a note payable for $100,000 was issued and accrues interest at $2,000 per month.
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The following table sets out selected quarterly results of the Company for the eight quarters ended on or before April 30, 2021. The information contained herein is drawn from the interim financial statements of the Company for each of the aforementioned eight quarters. The trend in revenues demonstrates a general increase from the three months ended July 2019 through the three months ended April 30, 2021, which is a result of the Company terminating resale of third party products, offset by increases in sales of product produced by Grown Rogue facilitated by expanding existing facilities and efforts to increase yields on production. Revenues in any period are subject also to market sales pricing, which historically has fluctuated significantly. Management has observed that pricing and sales volumes tend to be lower seasonally during winter months, in the Company’s first fiscal quarter, as compared to the preceding months, although we do not have high confidence that this will persist. Net losses have fluctuated around an average of approximately $968,000 per quarter (in those quarters presented below), and such losses include the impact of significant non-cash expenses, such as losses on the fair valuation of derivative liabilities, marketable securities, share-based payments, and interest accretion. Expenses contributing to net loss do not have significant seasonal trends, except for costs of sales, which follow trends in revenues.
| Fiscal Year | 2021 | 2021 | 2020 | 2020 | ||||||||||||
| Quarter ended | Apr | Jan | Oct | Jul | ||||||||||||
| Revenue ($) | 1,538,422 | 1,051,185 | 1,056,702 | 903,994 | ||||||||||||
| Net loss ($) | (1,442,518 | ) | (915,065 | ) | (122,401 | ) | (794,072 | ) | ||||||||
| Net loss, basic & diluted ($/share) | (0.01 | ) | (0.01 | ) | 0.00 | (0.01 | ) | |||||||||
| Fiscal Year | 2020 | 2020 | 2019 | 2019 | ||||||||||||
| Quarter ended | Apr | Jan | Oct | Jul | ||||||||||||
| Revenue ($) | 1,172,612 | 1,106,296 | 431,629 | 773,930 | ||||||||||||
| Net loss ($) | (1,206,828 | ) | (233,187 | ) | (2,098,742 | ) | (931,184 | ) | ||||||||
| Net loss, basic & diluted ($/share) | (0.01 | ) | - | (0.02 | ) | (0.01 | ) | |||||||||
Our ability to generate cash in the short term is based upon sales from production and financing proceeds, and in the long term is based upon sales from production, including production from investments in production increases, or from growth by business acquisitions, or a combination thereof. Investments to increase production or acquire business may require further financing. The Company generates cash flows from sales of cannabis products which generate margin that contribute to coverage of other operating costs, but has not yet reached productive scale to generate net income and positive net cash flows from operations on a consistent basis. We have raised financing historically through debt and equity, which has been and will be invested in the business in order to improve production yields and increase total productive capacity, as well as cover operating costs. We raised proceeds of approximately $5.96 million during the six months ended April 30, 2021 (2020 - approximately $1.0 million).
We are typically able to sell finished goods shortly after inventory reaches its final state, and sales are primarily made on cash-on-delivery terms, or with short net terms. Our ability to fund operations, to plan capital expenditures, and to plan acquisitions, depends on future operating performance and cash flows and the availability of capital by way of debt or equity investment in the Company, which are subject to prevailing economic conditions and financial, business, and other factors, some of which are beyond the Company’s control.
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Cash flows
The following table summarizes certain cash flow items for the six months ended April 30, 2021 and 2020.
| Six months ended April 30, | 2021 ($) | 2020($) | ||||||
| Net loss | (2,357,583 | ) | (1,440,015 | ) | ||||
| Net cash provided (used) by operating activities | (697,647 | ) | 271,206 | |||||
| Net cash used in investing activities | (1,669,307 | ) | (460,098 | ) | ||||
| Net cash provided (used) by financing activities | 3,866,509 | 713,357 | ||||||
| Net increase in cash and cash equivalents | 1,499,555 | 524,465 | ||||||
| Effect of currency translation | 2,700 | (123,000 | ) | |||||
| Cash and cash equivalents, beginning | 217,788 | 74,926 | ||||||
| Cash and cash equivalents, ending | 1,717,343 | 599,391 | ||||||
Operating activities
During the six months ended April 30, 2021, there was a decrease of $697,647 (2020 - $271,206) relating to cash provided by operating activities. This number was derived by adding back non-cash items to net loss, including the following significant adjustments:
| ● | $78,701 (2020 - $174,648) in amortization of property & equipment; |
| ● | $153,052 (2020 – deduction of $654,504) from the unrealized change in fair value of biological assets; |
| ● | $227,988 (2020 - $103,391) in share-based compensation and stock option vesting expense, including expense for option grants under our stock option plan implemented during 2020, as well as shares issued directly as compensation for employees, directors, and service providers; |
| ● | $614,436 (2020 - $139,540) in accretion of interest expense on debt and convertible debentures outstanding. As a point of reference, debt and convertible debentures outstanding at April 30, 2021 totaled approximately $1.48 million (April 30, 2020 - approximately $2.74 million), with approximately $2.4 million of convertible debenture payments and conversions to common shares having been settled in Q2 2021; and |
| ● | $189,816 (2020 - $Nil) in the loss realized from the purchase of the non-controlling interest of GR Distribution for common shares of the Company; |
| ● | $1,258,996 (2020 - $Nil) from the fair value remeasurement of the derivative liability component of convertible debentures. |
Cash used in operating activities also reflects an adjustment for the following non-cash item deducted from net loss:
| ● | $556,108 (2020 – add-back of $627,287) from the unrealized gain on our investment in PBIC shares, measured at PBIC’s publicly quoted share price. |
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Significant to the use of cash from operations was the use of cash, facilitated by financings raised during the six months ended April 30, 2021, to settle accounts payable carried forward from prior periods. The majority of these payables were owed to professional service providers.
Increases in non-cash working capital are summarized in the following table.
| Six months ended April 30, | 2021 | 2020 | ||||||
| Accounts receivable | $ | (200,542 | ) | $ | (8,613 | ) | ||
| Inventory | 400,315 | 1,326,367 | ||||||
| Prepaid expenses and other assets | (205,733 | ) | (21,110 | ) | ||||
| Accounts payable and accrued liabilities | (345,565 | ) | 160,051 | |||||
| Interest payable | (3,117 | ) | (885 | ) | ||||
| Unearned revenue | 40,000 | (35,000 | ) | |||||
| Total | $ | (314,642 | ) | $ | 1,420,810 | |||
Changes in accounts receivable are due to the timing and collection of sales. Changes in inventories, with corresponding offsetting changes to non-cash working capital, are significantly influenced by the unrealized fair value adjustments to biological assets, which are transferred to inventory upon harvest, as well as the timing of harvests and the timing of sales of finished inventory. Changes in liabilities, including accounts payable and accrued liabilities reflect the use of credit terms and cash flow management based upon ongoing liquidity management. As noted above, we settled significant portions of accounts payable during the six months ended April 30, 2021, which had been carried forward from prior periods. Unearned revenues reflect payments for contracts with future delivery requirements, which we use from time to time as part of our sales strategy.
Investing activities
During the six months ended April 30, 2021, we added $1,762,273 (2020 - $902,224) to property and equipment, including non-cash right-of-use asset additions. We expended cash flows of $615,307 (2020 – $320,098) for property and equipment additions, a significant portion of which pertained to the expansion of our Warehouse 1 facility.
During the six months ended April 30, 2021, we expended $750,000 towards the acquisition of Warehouse 2 (for which aggregate total consideration will be $3,000,000), and $304,000 towards options payments to Canopy, which were used by Canopy to make milestone payments and acquire a 60% interest in Golden Harvests, with the acquisition executed on May 1, 2021. Together, these investment payments comprise payments towards investments of $1,054,000.
Financing activities
Net cash flows from financing activities during the six months ended April 30, 2021 were $3,866,509 (2020 $713,357). Significant financing activities included the following:
| ● | Debt proceeds of $150,000 borrowed to expand Warehouse 1 productive capacity; |
| ● | Debt proceeds of $375,000 borrowed to advance the acquisition of Warehouse 2; |
| ● | Equity issuance by a subsidiary of $475,000, also to advance the acquisition of Warehouse 2; and |
| ● | $1,225,000 raised through a private placement of common shares and warrants; |
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| ● | $3,738,564 raised through a brokered private placement; |
| ● | Repayments of $1,312,722 as part of full retirement of convertible debentures; and |
| ● | Repayments of $175,415 of long-term debt, the majority of which is owed for debt raised to finance growth in Michigan. |
Financing activities during the six months ended April 30, 2020 included the following:
| ● | $600,000 in debt proceeds raised to finance growth in Michigan; |
| ● | $373,949 raised through a private placement of common shares; and |
| ● | $100,000 in repayments of long-term debt. |
TRENDS AND EXPECTED FLUCTUATIONS IN LIQUIDITY
| April 30, 2021 ($) | October 31, 2020 ($) | Variance ($) | Variance (%) | |||||||||||||
| Current assets | 3,634,180 | 1,834,775 | 1,799,405 | 98 | % | |||||||||||
| Current liabilities | (1,732,195 | ) | (1,799,104 | ) | 66,909 | (4 | %) | |||||||||
| Working capital | 1,901,985 | 35,671 | 1,866,314 | (5232 | %) | |||||||||||
| Add: derivative liabilities (not cash-settled) | - | 583,390 | (583,390 | ) | (100 | %) | ||||||||||
| Working capital excluding derivative liabilities | 1,901,985 | 619,061 | 1,282,924 | 207 | % | |||||||||||
Working capital, excluding derivative liabilities, varied from October 31, 2020 to April 30, 2021 due to the convertible debentures and associated derivative liability being settled during the six months ended April 30, 2021, as well as the debt and equity financings, described above, providing gross cash proceeds of approximately $5.96 million. Cash was used to retire convertible debentures, settle accounts payable carried forward from prior periods, and invest in productive capacity; cash not used for these purposes remains available as part of working capital and for deployment in future business opportunities.
We expect significant ongoing fluctuations in working capital over time, as we are in the early stages of growth. We have historically raised debt with principal due on maturity, and accordingly, we expect significant one-time payments as debt matures, as opposed to smooth cash outflows over time. We have historically been able to meet commitments, modify debt maturities, and raise new financing as required in order to respond to changes in liquidity position, although there is no guarantee we will be able to do so in the future. We are exposed to market pricing for cannabis products, which materially impacts our liquidity and is out of our control. The market for cannabis products, including flower, which is our primary product, is relatively immature, having recently become legal to buy and sell in certain markets. We have observed some indications of seasonality, and in addition, we have observed that market conditions can change rapidly without apparent explanations or analyzable causes. We cannot control whether we will be able to raise financing when required or sell cannabis products at profitable prices in the future; however, part of our strategy is to produce flower at sustainable gross margins over a growing productive base, which, holding other factors constant, is expected to result in improved net loss or net income, as well as net cash flows.
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Commitments and obligations
Set out below are minimum future lease payments after April 30, 2021.
| Total future minimum lease payments | ||||
| Less than one year | $ | 374,361 | ||
| Between one and five years | 889,675 | |||
| Total | $ | 1,264,036 | ||
The Company has one lease contract with extension options remaining after January 31, 2021, which was negotiated by management to provide flexibility in managing business needs. Set out below are the undiscounted potential rental payments related to periods following the date of exercise options that are not included in the lease term:
| Within five years | More than five years | |||||||
| Extension options available to be exercised | $ | 24,720 | $ | 825,441 | ||||
The contractual maturities of the Company’s accounts payable and accrued liabilities, debt, leases, and unearned revenue occur over the next three years as follows:
| Year 1 | Years 2 - 3 | |||||||
| Accounts payable and accrued liabilities | $ | 1,101,148 | $ | 123,413 | ||||
| Debt and convertible debentures | 311,272 | 1,168,260 | ||||||
| Lease liabilities | 273,525 | 731,127 | ||||||
| Interest payable | 6,250 | - | ||||||
| Unearned revenue | 40,000 | - | ||||||
| Total | $ | 1,732,195 | $ | 2,022,800 | ||||
Other liquidity items
We hold shares in PBIC, which are classified as non-current. If or when we choose to sell these shares, we will be subject to market conditions for PBIC shares at the time of sale. We are not in default or arrears on our liabilities, noting that we have liabilities which have been deferred into non-current periods by creditors; such amounts were $123,413 at April 30, 2021.
DEBT FINANCING
Long-term debt
On November 23, 2020, we issued debt with a principal amount of $125,000, interest accrued at 10% per annum, and a maturity date of November 23, 2023. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $125,000. The note is reported at amortized cost using an effective interest rate of approximately 27%.
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On December 2, 2020, we issued debt with a principal amount of $150,000, interest accrued at 10% per annum, and a maturity date of December 31, 2021. Interest and principal are payable upon maturity. The maturity date can be extended by up to six-months for a $1,000 fee per $10,000 of principal extended.
On January 27, 2021, we issued debt with a principal amount of $250,000, interest accrued at 10% per annum, and a maturity date of January 27, 2024. After the maturity date, additional interest payments are due quarterly, at amounts that cause total interest paid over the life of the debt to equal $250,000. The note is reported at amortized cost using an effective interest rate of approximately 27%.
On February 4, 2021, a note payable for $100,000 was issued to satisfy a milestone payment due to GH. The note is payable 12 months from the issue date and accrues interest at $2,000 per month.
EQUITY FINANCING
Issuance of non-controlling equity interest in subsidiary
During the six months ended April 30, 2021, the Company sold an aggregate total of an approximately 10.6% interest in Grown Rogue Distribution, LLC (“GR Distribution”) for $475,000. The interest was comprised of 11.875 newly issued equity units (“GR Distribution Units”) and each GR Distribution Unit was sold for $40,000. After the issuances, 111.875 GR Distribution Units were issued and outstanding. Of the 11 875 GR Distribution units issued, 6.25 were issued to a director of the Company, for proceeds of $250,000. During the three months ended April 30, 2021, the Company purchased 11.875 GR Distribution Units in exchange for 3,711,938 common shares with an aggregate fair value of $664,816, which were reported as shares issuable at April 30, 2021, and which were issued subsequent to April 30, 2021. After the Company’s purchase of 11.875 GR Distribution Units, Grown Rogue Distribution, LLC was a 100% owned subsidiary.
TRENDS AND EXPECTED FLUCTUATIONS IN CAPITAL RESOURCES
We generated net cash flows from financing of approximately $3.9 million during the six months ended April 30, 2021 (2020 – $0.7 million). Proceeds of $525,000 were raised from debt issuances during the six months ended April 30, 2021 (2020 - $600,000), and proceeds of $ 4,963,564 were raised from equity issuances and subscriptions (2020 - $373,949). As described above, during the six months ended April 30, 2021, $475,000 was received for the sale of a non-controlling interest in a subsidiary, and the same interest was repurchased for common shares of the Company.
Financing activities have been critical to our ability to continue operating, and significant portions of our financing have historically been raised from key management personnel. These individuals have not provided assurance that they will provide additional financing if we require financing but are unable to raise such financing from third parties; this highlights the importance of management’s strategy of scaling operations. Our business strategy contemplates growing cash flows from operations, which may contribute to reinvestment and growth; however, further financing may be required or utilized based upon our future capital position and future business opportunities.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements.
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TRANSACTIONS WITH RELATED PARTIES
TRANSACTIONS WITH KEY MANAGEMENT AND DIRECTORS
During the six months ended April 30, 2021, the Company completed the following related party transactions:
| 1. | Through its wholly owned subsidiary, GRU Properties, LLC, the Company leased a property located in Trail, Oregon (“Trail”) owned by the Company’s President and CEO. The lease was extended during the six months ended April 30, 2021, with a term through December 31, 2025. Lease charges of $37,000 were incurred for the six months ended April 30, 2021 (2020 - $38,000). The Company has $Nil (October 31, 2020 - $45,000) owing under this lease at April 30, 2021 from deferred payments previously reported as non-current liabilities. The lease liability balance at April 30, 2021, was $264,837 (October 31, 2020 - $12,532). |
The CEO earns a royalty of 2.5% of sales of flower produced at Trail, and this royalty terminates upon the final sale of flower from Trail product which was planted during the year ended October 31, 2020. The CEO earned royalties of $14,717 during the six months ended April 30, 2021 (2020 -$15,766).
During the six months ended April 30, 2021, the Company settled a total of $162,899 in long-term accrued liabilities due to the CEO by way of a payment of $62,899 and $100,000 attributed to the CEO’s subscription to a non-brokered private placement on February 5, 2021.
| 2. | The Company incurred expenses of $31,250 (2020 $12,000) for services provided by the spouse of the CEO. At April 30, 2021, accounts and accrued liabilities payable to this individual were $2,500 (October 31, 2020 - $1,946). During the year ended October 31, 2020, this individual was granted 500,000 options which vested on the grant date. Compensation paid to this individual are primarily in consideration for services provided in managing community relations. |
| 3. | Key management personnel consists of the President and CEO; the former Chief Strategy Officer; the CFO of GR Unlimited; the former Chief Market Officer (“CMO”); the Chief Operating Officer (“COO”)*, the Chief Accounting Officer (“CAO”); and the CFO of Grown Rogue International, Inc. The compensation paid to key management is presented in the following table: |
| Six months ended April 30, | 2021 | 2020 | ||||||
| Salaries and consulting fees | $ | 475,859 | $ | 201,000 | ||||
| Share-based compensation | 54,697 | 10,188 | ||||||
| Stock option expense | 52,373 | - | ||||||
| Total | $ | 582,929 | $ | 211,188 | ||||
*COO was appointed subsequent to April 30,2021 and was paid & compensated prior to appointment; compensation for the six months ended April 30, 2021, is included in the table above for comparability to past & ongoing expenses.
Stock options granted to key management personnel and close family members of key management personnel include the following options, granted during the year ended October 31, 2020: 750,000 options to the CFO of GR Unlimited; 750,000 options to the CMO; and 250,000 options to the CAO. During the six months ended April 30, 2021, 500,000 options were granted to the COO.
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Compensation to directors during the six months ended April 30, 2021 was comprised of 100,908 common shares with a fair value of $14,187 (2020 – 865,000 common shares with a fair value of $58,751) and fees of $9,000 (2020 - $9,000).
Accounts payable and accrued liabilities due to key management at April 30, 2021, totaled $417,842 (October 31, 2020 - $441,424).
On November 23, 2020, a director (Mr. Steve Lightman) purchased 6.25 newly issued equity units of Grown Rogue Distribution, LLC for $250,000 (Note 23.3), out of the total of 11.875 such units issued during the six months ended April 30, 2021. On April 30, 2021, the Company purchased these units for consideration of 1,953,125 common shares with a fair value of $349,809, which were issued subsequent to April 30, 2021.
DEBT BALANCES AND MOVEMENTS WITH KEY MANAGEMENT AND DIRECTORS
The following table sets out the movements and balances of debt with related parties during Q1 2021 and the year ended October 31, 2020. Borrowings from related parties were executed at times because we could identify very limited other sources of financing. The borrowing from the COO was transacted to accelerate expansion of an indoor growing facility at a competitive rate of interest. The names of the related parties, by designation, are as follows: CEO - Obie Strickler; CFO of GR Unlimited LLC – Adam August; Directors–Abhilash Patel; and COO–Thomas Fortner.
| CEO | CFO of GR Unlimited LLC | Directors | COO | Total | |||||||||||||||||
| Balance - October 31, 2019 | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
| Borrowed | 50,000 | 100,000 | 150,000 | - | 300,000 | ||||||||||||||||
| Interest | 21,745 | 43,491 | 65,236 | - | 130,472 | ||||||||||||||||
| Payments | (10,252 | ) | (20,504 | ) | (30,756 | ) | - | (61,512 | ) | ||||||||||||
| Balance - October 31, 2020 | $ | 61,493 | $ | 122,987 | $ | 184,480 | $ | $ | 368,960 | ||||||||||||
| Borrowed | - | - | - | 150,000 | 150,000 | ||||||||||||||||
| Interest | 16,618 | 33,235 | 49,853 | 6,250 | 105,956 | ||||||||||||||||
| Payments | (8,456 | ) | (16,912 | ) | (25,368 | ) | - | (50,736 | ) | ||||||||||||
| Balance - April 30, 2021 | 69,655 | 139,310 | 208,965 | 156,250 | 574,180 | ||||||||||||||||
Pursuant to the loan agreements transacted during the year ended October 31, 2020, the CEO, CFO of GR Unlimited LLC, and a director obtained 5.5%; 1%; and 2.5% of GR Michigan LLC, respectively; third parties obtained 4% as part of the consideration for loaned funds, representing a 13% non-controlling interest in GR Michigan. Concurrent with execution of the New Option, these parties, except the CEO, obtained the same interests in Canopy Management, LLC; the CEO obtained 92.5% of Canopy Management.
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RELATED PARTY SUBSCRIPTIONS TO FEBRUARY 5, 2021, NON-BROKERED PRIVATE PLACEMENT
The following table sets out related party subscriptions to the February 5, 2021, non-brokered private placement described at Note 13.2.
| Subscription amount ($) | Shares | Warrants | ||||||||||
| Chief Operating Officer | 125,000 | 1,000,000 | 1,000,000 | |||||||||
| Chief Financial Officer of GR Unlimited | 250,000 | 2,000,000 | 2,000,000 | |||||||||
| Chief Executive Officer | 200,000 | 1,600,000 | 1,600,000 | |||||||||
| PBIC | 250,000 | 2,000,000 | 2,000,000 | |||||||||
| Total | $ | 825,000 | 6,600,000 | 6,600,000 | ||||||||
On March 5, 2021, under an offering of Special Warrants, Plant-Based Investment Corp. (“PBIC”) invested proceeds of $394,546 which resulted in the issuance to PBIC of 2,444,444 common shares and 2,444,444 warrants to purchase common shares. Each warrant is exercisable at CAD$0.30 for a period of two years. PBIC is considered a related party due to its ownership of over 10% of the issued and outstanding shares of the Company.
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OTHER SELECTED FINANCIAL INFORMATION
ADJUSTED EBITDA (NON-IFRS MEASURE)
The Company’s “Adjusted EBITDA” is a non-IFRS measure used by management that does not have any prescribed meaning by IFRS and that may not be comparable to similar measures presented by other companies. The Company defines Adjusted EBITDA as the Company’s net income or loss for a period, as reported, before interest, taxes, depreciation and amortization, and is further adjusted to remove transaction costs, stock-based compensation expense, accretion expense, gain (loss) on derecognition of derivative liabilities and the effects of fair-value accounting for biological assets and inventory. The Company believes that this is a useful metric to evaluate its operating performance.
We have included a figure within the Adjusted EBITDA reconciliation called “Adjusted Gross Margin.” Adjusted Gross Margin is calculated by removing the impact of fair value adjustments and amortization of fixed assets from net loss.
| Three months ended April 30, | Six months ended April 30, | |||||||||||||||
| Adjusted EBITDA Reconciliation | 2021 ($) | 2020 ($) | 2021 ($) | 2020($) | ||||||||||||
| Net loss, as reported | (1,442,518 | ) | (1,206,828 | ) | (2,357,583 | ) | (1,440,015 | ) | ||||||||
| Add back realized fair value amounts included in inventory sold | 19,732 | 212,669 | 189,060 | 845,299 | ||||||||||||
| Add back (less) unrealized fair value gain (loss) on growth of biological assets | (33,754 | ) | 47,055 | 153,052 | (654,504 | ) | ||||||||||
| Add back amortization of property & equipment included in cost of sales | 246,728 | 191,094 | 406,273 | 236,491 | ||||||||||||
| (1,209,812 | ) | (756,010 | ) | (1,609,198 | ) | (1,012,729 | ) | |||||||||
| Add back accretion expense, as reported | 366,079 | 71,330 | 614,436 | 139,540 | ||||||||||||
| Add back amortization of intangible assets, as reported | - | 6,981 | 4,997 | 14,640 | ||||||||||||
| Add back amortization of property and equipment, as reported | 40,546 | 26,259 | 78,701 | 111,728 | ||||||||||||
| Add back share-based compensation expense,as reported | 47,572 | - | 136,010 | - | ||||||||||||
| Add back interest expense, as reported | 36,361 | 71,078 | 44,888 | 161,592 | ||||||||||||
| Add back unrealized loss on marketable securities, as reported | (253,300 | ) | 627,287 | (556,108 | ) | 627,287 | ||||||||||
| Add back unrealized gain on derivative liability | 939,369 | - | 1,258,996 | - | ||||||||||||
| Add back unrealized foreign exchange loss | 22,927 | - | 22,927 | - | ||||||||||||
| Loss on settlement of non-controlling interest | 189,816 | - | 189,816 | - | ||||||||||||
| Adjusted EBITDA | 179,558 | 46,925 | 185,465 | 42,058 | ||||||||||||
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CASH MARGIN ANALYSIS (NON-IFRS MEASURE)
“Cash Margin” is a non-IFRS measure used by management that does not have any meaning under IFRS and may not be comparable to similar measures presented by other companies. To define Cash Margin, first we define “Cash Production Costs,” pertaining to revenue from our products and third-party products, as the cost of finished cannabis inventory sold, as reported on the statement of comprehensive loss, less non-cash production costs, packaging and distribution costs, inventory write-offs and adjustments; costs for service revenues are as presented on the statement of comprehensive loss. Cash Margin is arrived at by subtracting Cash Production Costs from their corresponding revenue category, and dividing the result by revenue to arrive at a percentage of revenue. The Company believes that this is a useful metric to evaluate its operating performance.
The following table presents Cash Margin by revenue type.
| Three months ended April 30, 2021 | ||||||||||||
| Cash Margin analysis | Revenue $ | Costs $ | Margin% | |||||||||
| Grown Rogue products | 1,369,092 | 563,429 | 59 | % | ||||||||
| Indirect overhead allocations | - | 35,190 | -- | |||||||||
| Third party products | 1,636 | 2,003 | (22 | %) | ||||||||
| Service revenues | 167,694 | 70,200 | 58 | % | ||||||||
| Asset depreciation included in COGS | - | 246,728 | -- | |||||||||
| Cost of packaging & other included in COGS | - | 27,728 | - | |||||||||
| Totals before fair value adjustments | 1,538,422 | 945,278 | 39 | % | ||||||||
| Realized fair value amounts in inventory sold, as reported | -- | 19,732 | -- | |||||||||
| Unrealized fair value (gain) on growth of biological assets, as reported | -- | (33,754 | ) | -- | ||||||||
| Totals, as reported | 1,538,422 | 931,256 | 39 | % | ||||||||
| Six months ended April 30, 2021 | ||||||||||||
| Cash Margin analysis | Revenue $ | Costs $ | Margin % | |||||||||
| Grown Rogue products | 2,243,916 | 859,296 | 62 | % | ||||||||
| Indirect overhead allocations | 35,190 | -- | ||||||||||
| Third party products | 1,636 | 2,003 | -22 | % | ||||||||
| Service revenues | 344,055 | 154,353 | 55 | % | ||||||||
| Asset depreciation included in COGS | - | 406,273 | -- | |||||||||
| Cost of packaging & other included in COGS | - | 42,870 | -- | |||||||||
| Totals before fair value adjustments | 2,589,607 | 1,499,985 | 42 | % | ||||||||
| Realized fair value amounts in inventory sold, as reported | -- | 189,060 | -- | |||||||||
| Unrealized fair value (gain) on growth of biological assets, as reported | -- | 153,052 | -- | |||||||||
| Totals, as reported | 2,589,607 | 1,842,097 | 29 | % | ||||||||
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As of the date of the MD&A, the Company had 156,805,626 common shares outstanding.
As of the date of this MD&A, the Company has the following warrants outstanding, exercisable into common shares:
| Exercise price | Warrants outstanding | Life (years) | Expiry date | |||||||||
| $ | 0.16 | 8,409,091 | 0.5 | November 01, 2021 | ||||||||
| 0.13 | 5,000,000 | 0.8 | February 10, 2022 | |||||||||
| 0.13 | 10,000,000 | 1.0 | May 15, 2022 | |||||||||
| 0.20 | 8,200,000 | 1.8 | February 5, 2023 | |||||||||
| 0.30 | 23,162,579 | 1.8 | March 05, 2023 | |||||||||
| 0.44 | 2,148,117 | 2.2 | June 28, 2023 | |||||||||
| $ | 0.22 | 56,919,787 | 1.4 | |||||||||
As of the date of this MD&A, the Company has the following Agent Warrants outstanding, exercisable into compensation options (“Compensation Options”) for no additional consideration. Each Compensation Option entitles the holder thereof to purchase one unit of the Company (a “Compensation Unit”) at the Issue Price of CAD$0.225 for a period of twenty-four (24) months. Each Compensation Unit is comprised of one common share and one common share purchase warrant of the Company (a “Compensation Warrant”). Each Compensation Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company at a price of CAD$0.30 for twenty-four (24) months. The following table sets out the Agent Warrants issued and outstanding at the date of this MD&A.
| Exercise price (CAD$) | Agent Warrants outstanding | Remaining contractual life (years) | Expiry date | |||||||||
| $ | 0.225 | 1,241,258 | 1.8 | March 5, 2023 | ||||||||
As of the date of this MD&A, the Company has the following stock options outstanding and exercisable into common shares:
| Exercise price | Options outstanding | Number exercisable | Remaining Contractual Life (years) | Expiry date | ||||||||||||
| $ | 0.44 | 500,000 | 500,000 | 0.4 | January 01, 2022 | |||||||||||
| 0.15 | 2,260,000 | 1,753,750 | 3.0 | July 09, 2024 | ||||||||||||
| 0.15 | 500,000 | 250,000 | 3.4 | December 01, 2024 | ||||||||||||
| 0.15 | 200,000 | - | 3.4 | November 18, 2024 | ||||||||||||
| 0.22 | 585,000 | - | 3.8 | April 30, 2025 | ||||||||||||
| 0.16 | 1,300,000 | 500,000 | 3.9 | May 07, 2025 | ||||||||||||
| 0.35 | 500,000 | - | 3.8 | May 01, 2025 | ||||||||||||
| $ | 0.20 | 5,845,000 | 3,003,750 | 3.2 | ||||||||||||
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CRITICAL ACCOUNTING JUDGMENTS AND ESTIMATION UNCERTAINTIES
The preparation of the consolidated financial statements in conformity with IFRS requires that the Company’s management make critical judgments, estimates and assumptions about future events that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. The most significant judgments include those related to the ability of the Company to continue as a going concern, the determination of when property and equipment are available for use, and impairment of its financial and non-financial assets. The most significant estimates and assumptions include those related to the valuation of biological assets, the collectability of accounts receivable, the useful lives of property and equipment, inputs used in accounting the determination of the discount rate used to estimate the fair value of the liability component of convertible promissory notes, the discount rates used to calculate present values of lease liabilities, the inputs used in the estimate of the fair value of unit-based compensation and the inputs used in the estimate of the fair value of the unit purchase option and warrants issued.
NEWLY ADOPTED ACCOUNTING PRONOUNCEMENTS
No new accounting pronouncements were adopted during Q1 2021.
FINANCIAL INSTRUMENTS AND OTHER RISK FACTORS
MARKET RISK
Market risk is the risk that the fair value or cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk reflects interest rate risk, currency risk and other price risks.
Interest Rate Risk
At April 30, 2021 and October 31, 2020, the Company’s exposure to interest rate risk relates to long-term debt, convertible debentures, and leases; each of these items bears interest at a fixed rate.
Currency Risk
As at April 30, 2021, the Company had accounts payable and accrued liabilities of CAD$423,593. The Company is exposed to the risk of fluctuation in the rate of exchange between the Canadian Dollar and the United States Dollar.
CREDIT RISK
Credit risk is the risk that one party to a financial instrument will cause a loss for the other party by failing to pay for its obligation.
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Credit risk to the Company is derived from cash and trade accounts receivable. The Company places its cash in deposit with United States financial institutions. The Company has established a policy to mitigate the risk of loss related to granting customer credit by primarily selling on a cash-on-delivery basis.
The carrying amount of cash and trade accounts receivable represents the Company’s maximum exposure to credit risk; the balances of these accounts are summarized in the following table:
| April 30, 2021 | October 31, 2020 | |||||||
| Cash | $ | 1,717,343 | $ | 217,788 | ||||
| Accounts Receivable | 372,663 | 172,121 | ||||||
| Total | $ | 2,090,006 | $ | 389,909 | ||||
The allowance for doubtful accounts at April 30, 2021 was $6,700 (October 31, 2020 - $7,425).
LIQUIDITY RISK
Liquidity risk represents the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they become due. At April 30, 2021, the Company’s working capital accounts were as follows:
| April 30, 2021 | October 31, 2020 | |||||||
| Cash | $ | 1,717,343 | $ | 217,788 | ||||
| Current assets excluding cash | 1,916,837 | 1,616,987 | ||||||
| Total current assets | 3,634,180 | 1,834,775 | ||||||
| Current liabilities | 1,732,195 | 1,799,104 | ||||||
| Working capital (deficit) | $ | 1,901,985 | $ | 35,671 | ||||
The Company faces risks inherent in an agricultural business.
Cannabis is an agricultural product. There are risks inherent in the agricultural business, such as insects, plant diseases, forest fire and similar agricultural risks. Although some of the Company’s cannabis flower is grown indoors under climate-controlled conditions, with conditions monitored, there can be no assurance that natural elements will not have a material adverse effect on the production of the Company’s products.
COVID-19 Pandemic
The Company’s business, operations and financial condition could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID- 19. On January 30, 2020, the World Health Organization declared the outbreak a global health emergency, on March 11, 2020, the World Health Organization declared the outbreak a pandemic and on March 13, 2020 the U.S. declared that the COVID-19 outbreak in the United States constitutes a national emergency. The Company will continue to evaluate the situation with respect to the COVID-19 pandemic as it develops and will implement any such changes to its business as may deemed appropriate to mitigate any potential impacts to its business. Such public health crises can result in volatility and disruptions in the supply and demand for products and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect consumer good prices, interest rates, credit ratings, credit risk and inflation. The risks to the Company of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations impacted by an outbreak, increased labour and fuel costs, regulatory changes, political or economic instabilities or civil unrest. At this point, COVID- 19 has not had a significant impact on the Company’s supply chain nor its ability to continue operations and sustain revenues; however, it is possible that COVID-19 may in the future have a material adverse effect on the Company’s business, results of operations and financial condition.
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FAIR VALUES
The carrying amounts for the Company’s cash, accounts receivable, amounts due from a related company, short-term advance to a related party, accounts payable and accrued liabilities, amounts due to employee/director, short-term advance payable, promissory notes and convertible promissory notes approximate their fair values because of the short-term nature of these items.
FAIR VALUE HIERARCHY
A number of the Company’s accounting policies and disclosures require the measurement of fair valued for both financial and nonfinancial assets and liabilities. The Company has an established framework, which includes team members who have overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values. When measuring the fair value of an asset or liability, the Company uses observable market data as far as possible. The Company regularly assesses significant unobservable inputs and valuation adjustments. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1: unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; or
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
During the period ended April 30, 2021, there were no transfers of amounts between levels.
See additional risk factors relating to the Company as described in section 17 of the Company’s Listing Statement dated November 15, 2018 which can be found under the Company’s profile on www.sedar.com.
On May 1, 2021, the Company, having received all relevant regulatory approvals and made certain payments, exercised its option to acquire a 60% controlling interest in Golden Harvests. Following the acquisition, Canopy owns the 60% controlling interest in Golden Harvests, and the Company retains its option to acquire 87% of the membership units of Canopy, which is expected to be exercised by the end of 2021.
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Subsequent to April 30, 2021, the following shares were issued:
| ● | 6,555,556 shares issuable with a fair value of $654,338 were issued to the former holders of convertible debentures described at Note 12.2; and |
| ● | 3,711,938 shares issuable with a fair value of $664,816 were issued to the sellers of GR Distribution Units described at Note 23.3. |
Subsequent to April 30, 2021, the Company granted 1,300,000 options to purchase common shares to employees of the Company. The options are exercisable at CAD$0.16 for a period of four years from the grant date.
Grown Rogue derives a substantial portion of its revenues from the cannabis industry in the United States, which industry is illegal under United States federal law. Grown Rogue is indirectly involved (through subsidiaries) in the cannabis industry in the United States where local state laws permit such activities. Currently, its subsidiaries are directly engaged in the manufacture, possession, use, sale or distribution of cannabis in the recreational cannabis marketplace in the State of Oregon. Grown Rogue also intends to enter the Michigan market - we have an option to acquire a controlling interest in a Michigan operator (see subsection ‘Option to Acquire Controlling Interest In Golden Harvests,’ above).
The United States federal government regulates drugs through the Controlled Substances Act (the “CSA”), which places controlled substances, including cannabis, in a schedule. Cannabis is classified as a Schedule I drug. Under federal law, a Schedule I drug or substance has a high potential for abuse, no accepted medical use in the United States and a lack of accepted safety for the use of the drug under medical supervision. The United States Food and Drug Administration has not approved marijuana as a safe and effective drug for any indication.
In the United States cannabis is largely regulated at the state level. Notwithstanding the permissive regulatory environment of medical cannabis at the state level, and the increasing number of states with legal recreational frameworks, cannabis continues to be categorized as a Schedule I controlled substance under the CSA and as such, violates federal law in the United States. Senators Elizabeth Warren and Cory Gardner have introduced a bipartisan Senate bill titled “Strengthening the Tenth Amendment Through Entrusting States (STATES) Act” that would lift the Controlled Substance Act’s restrictions on cannabis in states that have written their own laws. However, there can be no assurances as to when this bill will pass, or if it will pass at all. The Supremacy Clause of the United States Constitution and United States federal laws made pursuant to it are paramount and in case of conflict between federal and state law in the United States, the federal law shall apply.
As a result of the conflicting views between state legislatures and the United States federal government regarding cannabis, investments in cannabis businesses in the United States are subject to inconsistent legislation and regulation. The response to this inconsistency was addressed in August 2013 when then Deputy Attorney General, James Cole, authored a memorandum (the “Cole Memorandum”) addressed to all United States district attorneys acknowledging that notwithstanding the designation of cannabis as a controlled substance at the federal level in the United States, several US states had enacted laws relating to cannabis for medical and recreational purposes. The Cole Memorandum outlined certain priorities for the Department of Justice relating to the prosecution of cannabis offenses. In particular, the Cole Memorandum noted that in jurisdictions that enacted laws legalizing cannabis in some form and that also implemented strong and effective regulatory and enforcement systems to control the cultivation, distribution, sale and possession of cannabis, conduct in compliance with those laws and regulations is less likely to be a priority at the federal level.
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In March 2017, newly appointed Attorney General Jeff Sessions again noted limited federal resources and acknowledged that much of the Cole Memorandum had merit; however, he disagreed that it had been implemented effectively and, on January 4, 2018, Attorney General Jeff Sessions issued a memorandum (the “Sessions Memorandum”) that rescinded the Cole Memorandum. As a result of the Sessions Memorandum, federal prosecutors are no longer bound by the priorities in the Cole Memorandum relating to the prosecution of cannabis activities despite the existence of state-level laws that may be inconsistent with federal prohibitions.
There is no guarantee that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the United States Congress amends the Controlled Substances Act with respect to medical and/or adult-use cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current federal law. If the federal government begins to enforce federal laws relating to cannabis in states where the sale and use of cannabis is currently legal, or if existing applicable state laws are repealed or curtailed, Grown Rogue’s business, results of operations, financial condition and prospects would be materially adversely affected. Until Congress amends the federal law with respect to marijuana use, there is a risk that federal authorities may enforce current federal law against companies such as Grown Rogue for violation of federal law or they may seek to bring an action or actions against Grown Rogue and/or its investors for violation of federal law or otherwise, including, but not limited to, a claim against investors for aiding and abetting another’s criminal activities.
In light of the uncertainty surrounding the treatment of United States cannabis-related activities, including the rescission of the Cole Memorandum, the Canadian Securities Administrators published a staff notice (Staff Notice 51-352 (Revised)) on February 8, 2018 setting out certain disclosure expectations for issuers with United States cannabis-related activities. Staff Notice 51-352 (Revised) includes additional disclosure expectations that apply to all issuers with United States cannabis-related activities, including those with direct and indirect involvement in the cultivation and distribution of cannabis, as well as issuers that provide goods and services to third parties involved in the United States cannabis industry.
In accordance with the Canadian Securities Administrators Staff Notice 51-352 (Revised) - Issuers with U.S. Marijuana-Related Activities (“Staff Notice 51-352”), below is a table of concordance that is intended to assist readers in identifying the disclosure expectations outlined in Staff Notice 51-352.
In accordance with Staff Notice 51-352, this section provides a discussion of the federal and state-level U.S. regulatory regimes in the jurisdictions where Grown Rogue is currently directly involved through its subsidiaries or is planning to be directly involved in the future. Certain Grown Rogue subsidiaries are directly engaged in the manufacture, possession, use, sale or distribution of cannabis in the recreational cannabis marketplace in the State of Oregon. Grown Rogue also intends to enter the Michigan market. In accordance with Staff Notice 51-352, Grown Rogue will evaluate, monitor and reassess this disclosure, and any related risks, on an ongoing basis and the same will be supplemented and amended to investors in public filings, including in the event of government policy changes or the introduction of new or amended guidance, laws or regulations regarding marijuana regulation. Any non-compliance, citations or notices of violation which may have an impact on Grown Rogue’s licenses, business activities or operations will be promptly disclosed by Grown Rogue.
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| All Issuers with US Marijuana-Related Activities | Response |
| Describe the nature of the issuer’s involvement in the U.S. marijuana industry and include the disclosures indicates for at least one of the direct, indirect and ancillary industry involvement types. | See above under “Description of Business”.
See below under “U.S. Regulatory Matters” |
| Prominently state that marijuana is illegal under US federal law and that enforcement of relevant laws is a significant risk | See above |
| Discuss any statements and other available guidance made by federal authorities or prosecutors regarding the risk of enforcement action in any jurisdiction where the issuer conducts U.S. marijuana-related activities. |
See below under “U.S. Regulatory Matters”
See the following risk factors included in the Company’s Listing Statement available on www.SEDAR.com:
Section 17 – Risk Factors – Grown Rogue’s Business is Illegal under U.S. Federal Law
Section 17 – Risk Factors-Because marijuana is illegal under federal law, investing in cannabis business could be found to violate the US Federal CSA
|
| Outline related risks including, among others, the risk that third party service providers could suspend or withdraw services and the risk that regulatory bodies could impose certain restrictions on the issuer’s ability to operate in the U.S. |
See the following risk factors included in the Company’s Listing Statement available on www.SEDAR.com:
Section 17 – Risk Factors – Grown Rogue’s Business is Illegal under U.S. Federal Law
Section 17 – Risk Factors – Because marijuana is illegal under federal law, investing in cannabis business could be found to violate the US Federal CSA
Section 17 – Risk Factors – Risks Relating to Other Laws and Regulations
Section 17 – Risk Factors – Current and Future Consumer Protection Regulatory Requirements |
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| All Issuers with US Marijuana-Related Activities | Response |
|
Section 17 – Risk Factors – Operational Risks
Section 17 – Risk Factors – Grown Rogue will not be able to deduct many normal business expenses
Section 17 – Risk Factors – External Factors
Section 17 – Risk Factors – Failure to Protect Intellectual Property
Section 17 – Risk Factors – Agricultural Operations
Section 17 – Risk Factors – Liability, Enforcement Complaints etc.
Section 17 – Risk Factors – Grown Rogue’s business is highly regulated and it may not be issued necessary licenses, permits, and cards
Section 17 – Risk Factors – Licenses
Section 17 – Risk Factors – Local Laws and Ordinances
Section 17 – Risk Factors – Third party service providers to Grown Rogue may withdraw or suspend their service
Section 17 – Risk Factors – Grown Rogue may not be able to obtain or maintain a bank account
Section 17 – Risk Factors – Grown Rogue’s contracts may be unenforceable and property may be subject to seizure
Section 17 – Risk Factors – The protections of US bankruptcy law may be unavailable
Section 17 – Risk Factors – Grown Rogue may have a difficult time obtaining insurance which may expose Grown Rogue to additional risk and financial liabilities
Section 17 – Risk Factors – Grown Rogue’s websites are accessible in jurisdictions where medicinal or recreational use of marijuana is not permitted and, as a result Grown Rogue may be found to be violating the laws of those jurisdictions
Section 17 – Risk Factors – The marijuana industry faces significant opposition in the United States
|
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| All Issuers with US Marijuana-Related Activities | Response |
| Given the illegality of marijuana under US federal law, discuss the issuer’s ability to access both public and private capital and indicate what financing options are/are not available in order to support continuing operations. |
See above under “Description of Business”.
See the following risk factor included in the Company’s Listing Statement available on www.SEDAR.com:
Section 17 – Risk Factors – Grown Rogue may not be able to obtain or maintain a bank account |
| Quantify the issuer’s balance sheet and operating statement exposure to U.S. marijuana-related activities. | 100% of Grown Rogue’s balance sheet and operating statements are exposed to U.S. marijuana-related activities. |
| Disclose if legal advice has not been obtained, either in the form of a legal opinion or otherwise, regarding (a) compliance with applicable state regulatory frameworks and (b) potential exposure and implications arising from U.S. federal law. | Grown Rogue has received legal advice from multiple attorneys regarding (a) compliance with applicable state regulatory frameworks and (b) potential exposure and implications arising from U.S. federal law. |
| CSA Requirement – US Marijuana Issuers with direct involvement in cultivation or distribution | Response |
| Outline the regulations for U.S. states in which the issuer operates and confirm how the issuer complies with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state. | See below under “U.S. Regulatory Matters” |
| Discuss the issuer’s program for monitoring compliance with U.S. state law on an ongoing basis, outline internal compliance procedures and provide a positive statement indicating that the issuer is in compliance with U.S. state law and the related licensing framework. Promptly disclose any non- compliance, citations or notices of violation which may have an impact on the issuer’s licence, business activities or operations. |
See below under “U.S. Regulatory Matters”
See the following risk factors included in the Company’s Listing Statement available on www.SEDAR.com:
Section 17 – Risk Factors – Grown Rogue’s Business is Illegal under U.S. Federal Law
Section 17 – Risk Factors – Risks Relating to Other Laws and Regulations |
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| All Issuers with US Marijuana-Related Activities | Response |
|
Section 17 – Risk Factors – Grown Rogue’s business is highly regulated and it may not be issued necessary licenses, permits, and cards
Section 17 – Risk Factors – Licenses
Section 17 – Risk Factors – Liability, Enforcement Complaints etc. | |
| US Marijuana Issuers with indirect involvement in cultivation or distribution | Response |
| Outline the regulations for U.S. states in which the issuer’s investee(s) operate. | N/A |
| Provide reasonable assurance, through either positive or negative statements, that the investee’s business is in compliance with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state. Promptly disclose any non-compliance, citations or notices of violation, of which the issuer is aware, that may have an impact on the investee’s licence, business activities or operations. | N/A |
| US Marijuana Issuers with material ancillary involvement | Response |
| Provide reasonable assurance, through either positive or negative statements, that the applicable customer’s or investee’s business is in compliance with applicable licensing requirements and the regulatory framework enacted by the applicable U.S. state. | N/A |
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U.S. REGULATORY MATTERS
Grown Rogue (through its subsidiaries) has direct involvement in the cultivation and distribution of marijuana in the United States. Grown Rogue and its subsidiaries are primarily involved in the U.S. marijuana industry as a seed to retail company with operations currently in Oregon (a state that has legalized recreational marijuana). Currently Grown Rogue through its subsidiaries produces recreational marijuana and distributes it to dispensaries throughout Oregon.
Producing, manufacturing, processing, possessing, distributing, selling, and using marijuana is a federal crime in the United States. The United States federal government regulates drugs through the Controlled Substances Act (the “Federal CSA”), which places controlled substances, including cannabis, on one of five schedules. Cannabis is currently classified as a Schedule I controlled substance, which is viewed as having a high potential for abuse and having no currently accepted medical use in treatment in the United States. No prescriptions may be written for Schedule I substances, and such substances are subject to production quotas imposed by the United States Drug Enforcement Administration (the “DEA”). Schedule I drugs are the most tightly restricted category of drugs under the Federal CSA.
State and territorial laws that allow the use of medical cannabis or legalize cannabis for adult recreational use are in conflict with the Federal CSA, which makes cannabis use and possession illegal at the federal level. Because cannabis is a Schedule I controlled substance, however, the development of a legal cannabis industry under the laws of these states is in conflict with the Federal CSA, which makes cannabis use and possession illegal on a federal level. Additionally, the Supremacy Clause of the United States Constitution establishes that the Constitution, federal laws made pursuant to the Constitution, and treaties made under the Constitution’s authority constitute the supreme law of the land. The Supremacy Clause provides that state courts are bound by the supreme law; in case of conflict between federal and state law, including Oregon and other state law legalizing certain cannabis uses, the federal law must be applied.
Until Congress amends the Federal CSA with respect to marijuana use, there is a risk that federal authorities may enforce current federal law against companies such as Grown Rogue for violation of federal law or they may seek to bring an action or actions against Grown Rogue and/or its investors for violation of federal law or otherwise, including, but not limited to, a claim against investors for aiding and abetting another’s criminal activities. The US federal aiding and abetting statute provides that anyone who commits an offense against the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable as a principal. Additionally, even if the U.S. federal government does not prove a violation of the Federal CSA, the U.S. federal government may seize, through civil asset forfeiture proceedings, certain assets such as equipment, real estate, moneys and proceeds, or your assets as an investor in the Company, if the U.S. federal government can prove a substantial connection between these assets or your investment and marijuana distribution or cultivation.
Because many states in the United States have approved certain medical or recreational uses of cannabis, the U.S. Department of Justice, through the Cole Memorandum, had previously described a set of priorities for federal prosecutors operating in states that had legalized the medical or other adult use of cannabis. The Cole Memorandum represented a significant shift in U.S. federal government priorities away from strict enforcement of federal cannabis prohibition.
However, the Cole Memorandum was merely a directive regarding enforcement and did not overturn or invalidate the Federal CSA or any other federal law or regulation.
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The Cole Memorandum was rescinded in January 2018 by Jeff Sessions, the former U.S. Attorney General, who deemed it “unnecessary”. This is based on Mr. Sessions’s belief, which was also expressed in the Cole Memorandum that each state’s federal prosecutor should “follow the well-established principles that govern all federal prosecutions. These principles require federal prosecutors deciding which cases to prosecute to weigh all relevant considerations, including federal law enforcement priorities set by the Attorney General, the seriousness of the crime, the deterrent effect of criminal prosecution, and the cumulative impact of particular crimes on the community.” The rescission of the Cole Memorandum, and comments made publicly by Mr. Sessions and other members of the Trump Administration, signal a significant shift by the U.S. federal government back to more strict enforcement of federal law.
On January 4, 2018, Billy J. Williams, the current United States Attorney for the District of Oregon and former Multnomah County (Oregon) Deputy District Attorney who handled major violent crimes and later served as a Chief of the Violent Crimes Unit and as the Indian Country AUSA/Tribal Liaison for the Department of Justice prior to being appointed as the federal prosecutor for Oregon, Mr. Williams provided the below statement on marijuana enforcement in the District of Oregon: “As noted by Attorney General Sessions, today’s memo on marijuana enforcement directs all U.S. Attorneys to use the reasoned exercise of discretion when pursuing prosecutions related to marijuana crimes. We will continue working with our federal, state, local and tribal law enforcement partners to pursue shared public safety objectives, with an emphasis on stemming the overproduction of marijuana and the diversion of marijuana out of state, dismantling criminal organizations and thwarting violent crime in our communities.”
In an editorial published on January 12, 2018, Mr. Williams wrote: “In sum, I have significant concerns about the state’s current regulatory framework and the resources allocated to policing marijuana in Oregon.”
At a meeting on February 2, 2018, Mr. Williams told Oregon’s top politicians and law enforcement officials that there’s more cannabis being produced in the state than can legally be consumed. “And make no mistake about it, we’re going to do something,” Williams told dozens of politicians, tribal leaders, sheriffs as well as representatives of the FBI and the U.S. Drug Enforcement Administration. “Here’s what I know, in terms of the landscape here in Oregon: We have an identifiable and formidable marijuana overproduction and diversion problem,” Williams said. “That’s the fact. My responsibly is to work with our state partners to do something about it.”
Because producing, manufacturing, processing, possessing, distributing, selling, and using marijuana is illegal under U.S. federal law, investing in cannabis business could be found to violate the Federal CSA. As a result, individuals involved with cannabis business, including but not limited to investors and lenders, may be indicted under U.S. federal law. An investment in the Company may: (a) expose an investor personally to criminal liability under U.S. federal law, resulting in monetary fines and jail time; and (b) expose any real and personal property used in connection with Grown Rogue’s business to seizure and forfeiture to the U.S. federal government.
Active enforcement of the current federal law on cannabis may thus directly and adversely affect revenues and profits of Grown Rogue. The risk of strict enforcement of the Federal CSA remains uncertain.
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U.S. FEDERAL LAWS APPLICABLE TO BANKING
Because producing, manufacturing, processing, possessing, distributing, selling, and using marijuana is a crime under the Federal CSA, most U.S. banks and other financial institutions are unwilling to provide banking services to marijuana businesses due to concerns about criminal liability under the Federal CSA as well as concerns related to federal money laundering rules under the U.S. Bank Secrecy Act. Canadian banks are also hesitant to deal with cannabis companies, due to the uncertain legal and regulatory framework of the industry. Banks and other financial institutions could be prosecuted and possibly convicted of money laundering for providing services to cannabis businesses.
Under U.S. federal law, banks or other financial institutions that provide a cannabis business with a checking account, debit or credit card, small business loan, or any other service could be found guilty of money laundering or conspiracy. In both Canada and the United States transactions by cannabis businesses involving banks and other financial institutions are both difficult and unpredictable under the current legal and regulatory landscape. Though guidelines issued in past years allow financial institutions to provide bank accounts to certain cannabis businesses, few U.S. banks have taken advantage of those guidelines and many U. S. cannabis businesses still operate on an all-cash basis.
OREGON STATE REGULATION
The Oregon Medical Marijuana Program (“OMMP”) is a state registry program within the Public Health Division, Oregon Health Authority (“OHA”). The role of the OHA is to administer the Oregon Medical Marijuana Act. The OMMP allows individuals with a medical history of one or more qualifying illnesses and a doctor’s written statement to apply for registration with the OMMP. Qualified applicants are issued a medical marijuana card that entitles them to legally possess and cultivate cannabis, subject to certain limitations.
On November 4, 2014, Oregon voters passed Measure 91, known as the Control, Regulation, and Taxation of Marijuana and Industrial Hemp Act (the “Act”), effectively ending the state’s prohibition of recreational marijuana and legalizing the possession, use, and cultivation of marijuana within legal limits by adults 21 years and older. The Act did not amend or effect the Oregon Medical Marijuana Act and the OMMP. The Act empowered the Oregon Liquor Control Commission (“OLCC”) with regulating sales of recreational marijuana in Oregon. It is possible that the voters could potentially repeal the law that permits both the medical and recreational marijuana industry to operate understate law.
Under current Oregon law, possession and home cultivation by adults at least 21 years old is allowed within legal limits. Public sales of marijuana and marijuana products may be done only through licensed retailers. The OLCC has the authority to decide how many licenses to allow in a specific area or location and may refuse granting a license if there are reasonable grounds to believe there are sufficient licenses in the area or if the granting of a license is not demanded by public interest or convenience. The OLCC may disqualify applicants for a number of reasons, including for lacking a good moral character, for lacking sufficient financial resources or responsibility, for relevant past convictions, and for using marijuana, alcohol, or drugs “to excess.”
Grown Rogue has a comprehensive compliance program administered through its Director of Compliance, which tracks all aspects of operations through the METRC program (an online software tool mandated through the State of Oregon that tracks seed to retail purchases), as well as compliance with all state and federal employment and other safety regulations.
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Grown Rogue is periodically advised by various outside attorneys about the requirements for compliance with Oregon law.
Grown Rogue is in compliance with Oregon state law and its related licensing framework.
MICHIGAN STATE REGULATION
As part of its business plan, Grown Rogue intends to enter the Michigan state market.
In November 2008, Michigan residents approved the Michigan Medical Marihuana Act20 (the “MMMA”) to provide a legal framework for a safe and effective medical marijuana program. In September 2016, the Michigan Senate passed the Medical Marihuana Facilities Licensing Act21 (the “MMFLA”) and the Marihuana Tracking Act (the “MTA” and together with the MMMA and the MMFLA, the “Michigan Cannabis Regulations”) to provide a comprehensive licensing and tracking scheme, respectively, for the medical marijuana program. Additionally, the Michigan Department of Licensing and Regulatory Affairs and its licensing board (“LARA”) has supplemented the Michigan Cannabis Regulations with “Emergency Rules” to further clarify the regulatory landscape surrounding the medical marijuana program. LARA is the main regulatory authority for the licensing of marijuana businesses.
Under the MMFLA, LARA administrates five types of “state operating licenses” for medical marijuana businesses: (a) a “grower” license, (b) a “processor” license, (c) a “secure transporter” license, (d) a “provisioning center” license and (e) a “safety compliance facility” license. There are no stated limits on the number of licenses that can be made available on a state level; however, LARA has discretion over the approval of applications and municipalities can pass additional restrictions.
On November 6, 2018, Michigan voters approved Proposal 1, to make marihuana legal under state and local law for adults 21 years of age or older and to control the commercial production and distribution of marihuana under a system that licenses, regulates, and taxes the businesses involved. The act will be known as the Michigan Regulation and Taxation of Marihuana Act24. According to Proposal 1, LARA is required to art accepting applications for retail (recreational) dispensaries within 12 months of the measure’s effective date.
MICHIGAN LICENSE
State operating licenses for marijuana businesses have a 1 year term and are annually renewable if certain conditions are met: (a) the renewal application is submitted prior to the date the license expires, or within sixty (60) days of expiration if all other conditions are met and a late fee is paid, (b) the licensee pays the regulatory assessment fee set by LARA and (c) the licensee continues to meet the requirements to be a licensee under the Michigan Cannabis Regulations. Each renewal application is reviewed by LARA, but there is no guarantee of a timely renewal. There is no ultimate expiry after which no renewals are permitted.
MICHIGAN REGULATIONS
Michigan Marijuana Products may be purchased in a retail setting from a provisioning center by a registered qualified patient or registered primary caregivers connected to a registered qualifying patient (“Michigan Qualified Purchaser”); in each case, Michigan Qualified Purchasers must present a valid registry identification card issued by LARA (a “Michigan Registry ID”). For a Michigan Qualified Purchaser to receive Michigan Marijuana Products, provision centers must deploy an inventory control and tracking system that is capable of interfacing with the statewide monitoring system to determine (a) whether a Michigan Qualified Purchaser holds a Michigan Registry ID and (b) whether the sale or transfer will exceed the then-current daily and monthly purchasing limit for the holder of the Michigan Registry ID.
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In order to receive a Michigan Registry ID, an applicant must provide: a completed application dated within one year of submission, a written certification from a physician with a bona-fide physician-patient relationship to the underlying patient, the application or renewal fee, contact information for the patient, caregiver (if applicable) and physician, as well as proof of Michigan residency.
For registered qualifying patients, the daily purchasing limit is 2.5 ounces, and for registered primary caregivers, the daily purchasing limit is 2.5 ounces per underlying registered qualifying patient that the registered primary caregiver is connected with through the registration process. Finally, the licensee shall verify in the statewide monitoring system that the sale or transfer does not exceed the monthly purchasing limit of ten (10) ounces of marihuana product per month to a qualifying patient, either directly or through the qualifying patient’s registered primary caregiver.
Allowable forms of medical marihuana includes smokable dried flower, dried flower for vaporizing and marihuana infused products, which are defined under the Act to include topical formulations, tinctures, beverages, edible substances or similar products containing usable marijuana that is intended for human consumption in a matter other than smoke inhalation. Under the Michigan Cannabis Regulations, marijuana-infused products shall not be considered food.
Qualifying conditions for the medical marijuana program in Michigan are the following:
| ● | Cancer, glaucoma, positive status for human immunodeficiency virus, acquired immune deficiency syndrome, hepatitis C, amyotrophic lateral sclerosis, Crohn’s disease, agitation of Alzheimer’s disease, nail patella or the treatment of these conditions; |
| ● | A chronic or debilitating disease or medical condition or its treatment that produces 1 or more of the following: cachexia or wasting syndrome; severe and chronic pain; severe nausea; seizures, including but not limited to those characteristic of epilepsy; or severe and persistent muscle spasms, including but not limited to those characteristic of multiple sclerosis; |
| ● | Post-Traumatic Stress Disorder (PTSD); and/or |
| ● | Any other medical condition or its treatment approved by the department under the Michigan Cannabis Regulations. |
REPORTING REQUIREMENTS
Pursuant to the requirements of the MTA, Michigan selected Franwell’s METRC software as the state’s third-party solution for integrated marijuana industry verification. Using METRC, regulators are able to track third party inventory, permissible sales and seed-to-sale information. Additionally, provisioning centers can use the METRC API to connect their own inventory management and/or point-of-sale systems to verify the identity as well as permissible sales for Michigan Qualified Purchasers.
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STORAGE AND SECURITY
To ensure the safety and security of cannabis business premises and to maintain adequate controls against the diversion, theft, and loss of cannabis or cannabis products, a provisioning center is required to:
Maintain and submit a security operations plan that includes the following at a minimum:
| ● | Escorts for all non-employee personnel in limited access areas. |
| ● | Secure locks for all interior rooms, windows and points of entry and exits with commercial grade, nonresidential door locks. |
| ● | An alarm system. Licensees will make all information related to the alarm system including monitoring and alarm activity available to LARA. |
| ● | A video surveillance system that, at a minimum, consists of digital or network video recorders, cameras, video monitors, digital archiving devices and a color printer capable of delivering still photos. |
| ● | 24-hour surveillance footage with fixed, mounted cameras, tamper/theft proof secured storage mediums and a notification system for interruption or failure of surveillance footage or storage of surveillance footage. All surveillance footage must be of sufficient resolution to identify individuals, have accurate time/date stamps and be stored for a minimum of 14 days unless state regulators notify that such recordings may be destroyed. |
| ● | State access to view and obtain copies of any surveillance footage through LARA or related investigators, agents, auditors and/or state police. A facility shall also provide copies of recordings to LARA upon request. |
| ● | Logs of the following: the identities of the employee or employees responsible for monitoring the video surveillance system, the identity of the employee who removed the recording from the video surveillance system storage device and the time and date removed and the identity of the employee who destroyed any recording. |
Maintain marijuana storage plan for provisioning centers that includes the following at a minimum:
| ● | A secured limited access area for inventories of Michigan Marijuana Products. |
| ● | Clearly labeled containers (a) marked, labeled or tagged, (b) enclosed on all sides and (c) latched or locked to keep all contents secured within. All such containers must be identified and tracked in accordance with the MTA. |
| ● | A locked area for chemical and solvents separate from Michigan Marijuana Products. |
| ● | Separation of marijuana-infused products from toxic or flammable materials. |
| ● | A sales or transfer counter or barrier separated from stock rooms to ensure registered qualifying patients or registered primary caregivers do not have direct access to Michigan Marijuana Products. |
There are significant risks associated with the business of the Company, as described above and in Section 17 – Risk Factors of the Company’s Listing Statement as filed on www.sedar.com. Readers are strongly encouraged to carefully read all of the risk factors contained in Section 17 – Risk Factors of the Company’s Listing Statement.
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INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS
Management, including the President and Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), is responsible for designing, establishing, and maintaining a system of internal controls over financial reporting (“ICFR”) to provide reasonable assurance that all information prepared by the Company for external purposes is reliable and timely. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with IFRS.
The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately reflect the transactions of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated Financial Statements. Due to its inherent limitations, internal control over financial reporting and disclosure may not prevent or detect all misstatements.
The CEO and CFO have evaluated whether there were changes to the ICFR during the period ended April 30, 2021, that have materially affected, or are reasonably likely to materially affect, the ICFR. As a result, no such significant changes were identified through their evaluation.
There have been no material changes in the Company’s internal control over financial reporting during the period ended April 30, 2021, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
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Exhibit 5
Grown Rogue Reports Record Pro-Forma Revenue of $2.75M and Pro-Forma Adjusted EBITDA of $0.5M
Medford, Oregon, June 30, 2021 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a multi-state cannabis company with operations and assets in Oregon and Michigan, reports record pro-forma revenue of $2.75M, helping to drive the sixth consecutive quarter of positive adjusted pro-forma EBITDA1’3 of $0.5M for the three months ended April 30, 2021. All amounts are expressed in United States Dollars unless otherwise indicated. Certain metrics, including those expressed on an adjusted basis, are non-IFRS measures.
Financial and Business Highlights
| ● | Company record pro-forma revenue3 of $2.75M, a sequential increase of 37% over Q1 2021 |
| ● | Sixth consecutive quarter of positive Adjusted pro-forma EBITDA1,3 of $0.5M, a sequential increase of 137% |
| ● | Company record pro-forma EBITDA margin of 19% vs 11% sequentially, due to operational efficiencies from scaling our business |
| ● | Transformed the balance sheet with assets increasing from Q1 2021 by 51% to $8.7M and liabilities decreasing 52% to $3.8M |
| ● | Closed a brokered private placement for aggregate gross proceeds of $4.7M CAD |
| ● | Retired senior secured convertible debentures including a cash payment of $1.5M CAD. The repayment of the principal results in the elimination of a potential issuance of 12.3M shares or approximately 8% of the current outstanding shares and saves the Company CAD$100k in interest payments. |
| ● | Completed construction to add 40% additional capacity at current Oregon indoor facility |
| ● | Executed an asset purchase agreement to acquire a turn-key 30,000 square foot indoor growing facility in Medford, Oregon and a retail dispensary in Portland, Oregon from HSCP, LLC, a subsidiary of Acreage Holdings Inc. |
| ● | Acquired remaining equity of subsidiary Grown Rogue Distribution, LLC to return to 100% ownership |
| ● | Subsequent to quarter-end, Grown Rogue exercised option and acquired 60% controlling interest of Golden Harvests |
“Grown Rogue continues to execute upon our strategy of low cost, high quality cannabis cultivation with another quarter of record revenues and profitability,” said Obie Strickler, CEO of Grown Rogue. “Starting in Q1 2021 we put a plan in place to triple our indoor production in Oregon by Q3 of 2021, which we made possible with the additional 40% capacity expansion at our existing facility and the purchase of the new 30,000 sq ft facility. These improvements, along with having added another 30% flowering capacity in Michigan in Q2, are positioning Grown Rogue to continue reporting industry leading metrics.”
Management Commentary
Grown Rogue continued to leverage its simplified, flower-focused, business model, resulting in its sixth consecutive quarter of positive Adjusted Pro-Forma EBITDA1,3. These improvements have led to a record quarter of pro-forma Revenue3 of $2.75M while maintaining its industry leading cash margins2 of 60%+. With the tripling of Oregon production in Q2 to 600 pounds per month, and continued improvements in Michigan, Grown Rogue is well positioned to continue executing on its goal to become the leading low cost, high quality cultivator in the industry.
Highlights bv State
Oregon Operations
| ● | Oregon Revenue of $1.54M, a sequential increase of 46% over Q1 2021 |
| ● | Grown Rogue Indoor flower sold at an average price of $1,147/lb., versus $1,068/lb. in Q2 2020, an increase of 1% |
| ● | Strong cash margin of 59% |
| ● | Tripled indoor growing capacity with the acquisition (pending regulatory approval) of a turn-key 30,000 square foot facility, with 3 harvests completed subsequent to quarter end and expansion at the existing Medford facility. |
Michigan Operations (through its partner Golden Harvests, LLC)
| ● | Pro-forma3 Revenues of approximately $1.38M, a sequential increase of 23% |
| ● | Pro-forma EBITDA1,3 of approximately $336K, a sequential increase of 59% |
| ● | Pro-forma EBITDA1,3 margin of 24% vs 19% in Q1 2021 |
| ● | Continued to gain traction with our branded Certified Fresh Nitrogen Sealed Jars by moving into the Top 10 of packaged flower sold in Michigan |
| ● | Results over the last several months showing jars representing approximately 30 to 40% of sales and commanding approximately 1000/lb. more than bulk sales. |
| ● | Construction continued to maximize output from the 80,000 square foot facility. 30,000 square feet are now under cultivation with another 15,000 square feet expected to be online by December 2021 |
| ● | Currently operating 2 Adult Use Producer Licenses and 2 Medical Producer Licenses, bringing total plant count capacity to 7,000. The application processes have begun for 8 additional licenses that would provide sufficient capacity for full operation. |
2
Selected Financial Information (Complete financial tables have been filed on www.sedar.com
(Dollars in $000s, share amounts in 000s)
| Three Months Ended April 30, | 2021 | 2020 | ||||||
| Reported Revenue | $ | 1,538 | 1,173 | |||||
| Gross profit, excluding fair value items, as reported | $ | 593 | 353 | |||||
| Proforma Revenue3 | $ | 2,750 | 1,360 | |||||
| Adjusted EBITDA1 | $ | 180 | 47 | |||||
| Net loss per share | $ | (0.01 | ) | (0.01 | ) | |||
| Weighted Common Shares Outstanding | $ | 120,244 | 91,140 | |||||
Three months ended April 30, | ||||||||
| Adjusted EBITDA Reconciliation | 2021 ($) | 2020 ($) | ||||||
| Net loss, as reported | (1,442,518 | ) | (1,206,828 | ) | ||||
| Add back realized fair value amounts included in inventory sold | 19,732 | 212,669 | ||||||
| Add back (less) unrealized fair value gain (loss) on growth of biological assets | (33,754 | ) | 47,055 | |||||
| Add back amortization of property & equipment included in cost of sales | 246,728 | 191,094 | ||||||
| (1,209,812 | ) | (756,010 | ) | |||||
| Add back accretion expense, as reported | 366,079 | 71,330 | ||||||
| Add back amortization of intangible assets, as reported | - | 6,981 | ||||||
| Add back amortization of property and equipment, as reported | 40,546 | 26,259 | ||||||
| Add back share-based compensation expense, as reported | 47,572 | - | ||||||
| Add back interest expense, as reported | 36,361 | 71,078 | ||||||
| Add back unrealized loss on marketable securities, as reported | (253,300 | ) | 627,287 | |||||
| Add back unrealized gain on derivative liability | 939,369 | - | ||||||
| Add back unrealized foreign exchange loss | 22,927 | - | ||||||
| Loss on settlement of non-controlling interest | 189,816 | - | ||||||
| Adjusted EBITDA | 179,558 | 46,925 | ||||||
3
| Three months ended April 30, 2021 | ||||||||||||
| Cash Margin analysis | Revenue $ | Costs $ | Margin % | |||||||||
| Grown Rogue products | 1,369,092 | 563,429 | 59 | % | ||||||||
| Indirect overhead allocations | - | 35,190 | -- | |||||||||
| Third party products | 1,636 | 2,003 | -22 | % | ||||||||
| Service revenues | 167,694 | 70,200 | 58 | % | ||||||||
| Asset depreciation included in COGS | - | 246,728 | -- | |||||||||
| Cost of packaging & other included in COGS | - | 27,728 | -- | |||||||||
| Totals before fair value adjustments | 1,538,422 | 945,278 | 39 | % | ||||||||
| Realized fair value amounts in inventory sold, as reported | -- | 19,732 | -- | |||||||||
| Unrealized fair value (gain) on growth of biological assets, as reported | -- | (33,754 | ) | -- | ||||||||
| Totals, as reported | 1,538,422 | 931,256 | 39 | % | ||||||||
NOTES:
1.
The Company’s “Adjusted EBITDA” is a non-IFRS measure used by management that does not have any prescribed meaning by IFRS and that may not be comparable to similar measures presented by other companies. The Company defines Adjusted EBITDA as the Company’s net income (loss) for a period, as reported, before interest, taxes, depreciation and amortization, and is further adjusted to remove transaction costs, stock-based compensation expense, accretion expense, gain (loss) on derecognition of derivative liabilities and the effects of fair-value accounting for biological assets and inventory. The Company believes that this is a useful metric to evaluate its operating performance. The following is a reconciliation of the Company’s net income (loss) to Adjusted EBITDA.
2.
The Company has provided Cash Margin Analysis to demonstrate the methodology for calculating its non-IFRS production cost and margin metrics. Cash production costs of Grown Rogue products is calculated by taking the cost of finished cannabis inventory sold and deducting non-cash production costs, packaging and distribution costs, inventory write-offs and adjustments, and cost of products purchased from other Licensed Producers that were sold. Cash cost of sales per gram of dried cannabis sold is calculated by taking cash production costs of Grown Rogue products by total grams of dried cannabis sold in the period. Management believes these measures provide useful information as they remove noncash amortization and packaging costs and provide a benchmark of the Company against its competitors.
3.
The Company has provided unaudited pro-forma revenue information, which assumes that closed and pending mergers and acquisitions in 2020 are included in the Company’s financial results as of the beginning of the quarterly and annual periods in 2020 for the Company and target companies.
4
NON-IFRS FINANCIAL MEASURES
Cash production costs of Grown Rogue products, EBITDA and Adjusted EBITDA 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 2020 are included in the Company’s financial results as of the beginning of the quarterly and annual periods in 2020. 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 (CSE: GRIN | OTC: GRUSF) is a vertically-integrated, multi-state Cannabis family of brands on a mission to inspire consumers to “enhance experiences” through cannabis. We have combined an expert management team, award winning grow team, state of the art indoor and outdoor manufacturing facilities, and consumer insight based product categorization, to create innovative products thoughtfully curated from “seed to experience.” The Grown Rogue family of products include sungrown and indoor premium flower, along with nitro sealed indoor and sungrown pre-rolls and jars.
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 into Michigan 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 www.sedar.com.
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.
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SAFE HARBOR STATEMENT
This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company’s financing plans; (ii) trends affecting the Company’s financial condition or results of operations; (iii) the Company’s growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words “may,” “would,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “intend” and similar expressions and variations thereof are intended to identify forward- looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date hereof. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors including the risk disclosed in the Company’s Form 20-F and 6-K filings with the Securities and Exchange Commission.
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.sedar.com. 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.
For further information on Grown Rogue International please visit www.grownrogue.com or contact:
Obie Strickler
Chief Executive Officer
obie@grownrogue.com
Investor Relations Desk Inquiries
invest@grownrogue.com
(458) 226-2100
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Exhibit 6
TO ALL APPLICABLE EXCHANGES AND COMMISSIONS:
| Subject: | GROWN ROGUE INTERNATIONAL INC. Confirmation of Notice of Record and Meeting Dates |
Dear Sirs:
We advise the following with respect to the upcoming Annual Meeting of Security Holders for the subject issuer:
| 1. | CUSIP Number | ISIN Number |
| 39986R106 | CA39986R1064 | |
| 2. | Meeting Type: | Annual |
| 3. | Record Date: | June 11, 2021 |
| 4. | Beneficial Ownership Date: | June 11, 2021 |
| 5. | Mail Date: | July 9, 2021 |
| 6. | Meeting Date: | August 5, 2021 |
| 7. | Classes or Series of Securities that entitle the holder to receive Notice of the Meeting: | COMMON |
| 8. | Classes or Series of Securities that entitle the holder to vote at the meeting: | COMMON |
| 9. | Business to be conducted at the meeting: | Annual |
| 10. | Notice-and-Access: | |
| Registered Shareholders: | Yes | |
| Beneficial Holders: | Yes | |
| Stratification Level: | Not Applicable | |
| E-Delivery | Yes | |
| 11. | Reporting issuer is sending proxy-related Materials directly to Non-Objecting Beneficial Owners: | No |
| 12. | Issuer paying for delivery to Objecting Beneficial Owners: | Yes |
| 13. | Issuer paying for delivery to US Non-Objecting Beneficial Owners: | No |
In accordance with applicable securities regulations we are filing this information with you in our capacity as agent of the Corporation.
Sincerely,
Agent for Grown Rogue International Inc.
390
Bay Street, Suite 920, Toronto, ON M5H 2Y2
Tel: 416-350-5007 Fax
416-350-5008
Website: www.capitaltransferaqencv.com
email: info@capitaltransferaqency.com
Exhibit 7
GROWN ROGUE INTERNATIONAL INC.
For
use at the Annual Meeting of Shareholders
to be held on August 5, 2021
This Proxy is solicited by the management of Grown Rogue International Inc. (the “Corporation”) in connection with the notice of annual meeting of the shareholders to be held on the 5th day of August, 2021 (the “Notice of Meeting”). The undersigned shareholder of the Corporation hereby appoints Stephen Gledhill, a director of the Corporation, or failing him, Michael Johnston, the Chief Financial Officer and Corporate Secretary of the Corporation, or instead of any of them the following appointee________________________, as proxyholder for the undersigned, with power of substitution, to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Corporation (the “Meeting”) to be held at the offices of Miller Thomson LLP, Scotia Plaza, 40 King Street West, Suite 5800, Toronto, Ontario M5H 3S1 on the 5th day of August, 2021, at the hour of 11:00 a.m. (Eastern Daylight Time), and at any adjournment or adjournments thereof. Without limiting the general authorization and power hereby given, all the common shares in the capital of the Corporation (collectively, the “Shares”) registered in the name of the undersigned are to be voted as indicated below and may be voted in the discretion of such proxy with respect to amendments or variations to the matters identified in the Notice of Meeting or other matters that may properly come before the Meeting or any adjournment or adjournments thereof in such manner as the person above named may see fit. If no choice is specified, the proxy shall vote in favour of the motions proposed to be made at the Meeting.
| 1. | FOR | □ | THE ELECTION OF J. OBIE STRICKLER AS A DIRECTOR OF THE CORPORATION. |
| WITHHOLD | □ | ||
| 2. | FOR | □ | THE ELECTION OF ABHILASH PATEL AS A DIRECTOR OF THE CORPORATION. |
| WITHHOLD | □ | ||
| 3. | FOR | □ | THE ELECTION OF STEPHEN GLEDHILL AS A DIRECTOR OF THE CORPORATION. |
| WITHHOLD | □ | ||
| 4. | FOR | □ | THE ELECTION OF SEAN CONACHER AS A DIRECTOR OF THE CORPORATION. |
| WITHHOLD | □ | ||
| 5. | FOR | □ | THE ELECTION OF RYAN KEE AS A DIRECTOR OF THE CORPORATION. |
| WITHHOLD | □ | ||
| 6. | FOR | □ | TO CONSIDER, AND IF DEEMED ADVISABLE, TO APPROVE AN ORDINARY RESOLUTION APPOINTING DALE |
| WITHHOLD | □ | MATHESON CARR-HILTON LABONTE LLP, CHARTERED PROFESSIONAL ACCOUNTANTS, AS AUDITORS FOR THE CORPORATION, TO HOLDOFFICE UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS, AND TO AUTHORIZE THE DIRECTORS OF THE CORPORATION TO FIX THEIR REMUNERATION. |
If any amendments or variations to the matters referred to above or to any other matters identified in the notice of meeting are proposed at the Meeting or any adjournment or adjournments thereof, or if any other matters which are not now known to management should properly come before the Meeting or any adjournment or adjournments thereof, this proxy confers discretionary authority on the person voting the proxy to vote on such amendments or variations or such other matters in accordance with the best judgment of such person.
To be valid, this proxy must be received by the Corporation’s transfer agent, Capital Transfer Agency ULC, 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2, Fax Number: 416.350.5008, not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario, prior to the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.
This proxy revokes and supersedes all proxies of earlier date.
DATED this______ day of__________________, 2021.
| SIGNATURE OF SHAREHOLDER | |
| NAME OF SHAREHOLDER | |
| NUMBER OF SHARES HELD |
NOTES AND INSTRUCTIONS
THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.
1. The shares represented by this proxy will be voted. Where a choice is specified, the proxy will be voted as directed. Where no choice is specified, this proxy will be voted in favour of the matters listed on the proxy. The proxy confers discretionary authority on the above named person to vote in his or her discretion with respect to amendments or variations to the matters identified in the notice of meeting accompanying the proxy or such other matters which may properly come before the Meeting.
2. Each shareholder has the right to appoint a person other than management designees specified above to represent them at the Meeting. Such right may be exercised by inserting in the space provided the name of the person to be appointed, who need not be a shareholder of the Corporation.
3. Each shareholder must sign this proxy. Please date the proxy. If the shareholder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized.
4. If the proxy is not dated in the space provided, it is deemed to bear the date of its mailing to the shareholders of the Corporation.
5. If the shareholder appoints any of the persons designated above, including persons other than the management designees, as proxy to attend and act at the Meeting:
(a) the shares represented by the proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for;
(b) where the shareholder specifies a choice in the proxy with respect to any matter to be acted upon, the shares represented by the proxy shall be voted accordingly; and.
(c) IF NO CHOICE IS SPECIFIED WITH RESPECT TO THE MATTERS LISTED ABOVE, THE PROXY WILL BE VOTED FOR SUCH MATTERS.
NOTICE AND ACCESS
The Canadian Securities Regulators have adopted new rules effective for meetings held after March 1, 2013, which permit the use of notice-and-access for proxy solicitation instead of traditional physical delivery of proxy material. This new process provides the option to post meeting related materials including management information circulars as well as annual financial statements and management's discussion and analysis (“MD&A”), on a website in addition to SEDAR. Under notice-and-access, meeting related materials will be available for viewing up to one year from the date of posting and a paper copy of the materials can be requested at any time during this period.
Disclosure regarding each matter or group of matters to be voted on at the Meeting is in the Circular under the heading “Matters to be Acted Upon at the Meeting”. You should review the Circular before voting.
The Corporation has elected to utilize notice-and-access and provide you with the Meeting materials which are available electronically on www.sedar.com and also on the website of the Corporation’s transfer agent, Capital Transfer Agency: www.capitaltransferagency.ca
If you wish to receive a paper copy of the Meeting materials or have any questions about notice-and-access, please call 1.844.499.4482. In order to receive a paper copy in time for voting before the Meeting, your request should be received by July 23, 2021.
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Exhibit 8
GROWN ROGUE INTERNATIONAL INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 5, 2021
MANAGEMENT INFORMATION CIRCULAR
JULY 7, 2021
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that Grown Rogue International Inc. (the “Corporation”) will hold its annual meeting of shareholders (the “Meeting”) on August 5, 2021, at 11:00am (Eastern Daylight Time) at the offices of Miller Thomson LLP, Scotia Plaza, 40 King Street West, Suite 5800, Toronto, Ontario, M5H 3S1, for the following purposes:
| 1. | to present the audited consolidated financial statements of the Corporation for its prior years ended October 31, 2020 and 2019, and the independent auditor’s report thereon; |
| 2. | to elect the directors of the Corporation for the ensuing year; |
| 3. | to appoint Dale Matheson Carr-Hilton Labonte LLP as the independent auditors of the Corporation until the next annual meeting of shareholders and authorize the directors to fix the auditors’ remuneration; |
| 4. | to transact any other business properly brought before the Meeting. |
This year to proactively deal with the unprecedented health impact of the novel coronavirus, to mitigate risks to the health and safety of shareholders, employees, other stakeholders and the community at large, and in compliance with current government direction and advice, we will hold a hybrid Meeting, allowing for shareholder participation in-person and via teleconference. Shareholders will have the opportunity to participate at the Meeting via teleconference (if located in Canada or the U.S.) by calling (416) 956-9882 or l-(855)-453-6968 (Conference ID: 3508879) (if located outside of Canada or the U.S., Shareholders should visit https://www.confsolutions.ca/ILT/?cid=5365781 for the applicable dial-in number in the country such shareholder is located in); however, such shareholders will not be able to vote or speak at the Meeting via the teleconference call. Callers should dial in ten to fifteen minutes prior to the scheduled time of the Meeting. All callers will be asked to provide their full legal name for recording purposes.
We strongly encourage shareholders to vote their Common Shares of the Corporation prior to the Meeting by any of the means described in the management information circular for the Meeting dated July 7, 2021 (the “Information Circular”) and to attend the Meeting via teleconference. The Corporation requests that shareholders provide the Corporation with a minimum of five (5) business day’s written notice of an intention to attend the Meeting in-person. Public health restrictions and recommendations in place at the time of the Meeting may require the Corporation to restrict the number of people in attendance at the Meeting, and physical attendance by a shareholder may therefore not be possible.
Any persons attending the Meeting in person will be required to comply with health and safety measures that the Corporation may put in place. You should not attend the Meeting if you or someone with whom you have been in close contact with are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days prior to the Meeting. The Corporation may refuse any Shareholder entrance to the meeting if the Corporation feels to allow entrance would put staff and/or other attendees at the Meeting in harm’s way.
Shareholders of record as at the close of business on June 11, 2021 will be entitled to notice of and to vote at the Meeting. A detailed description of the matters to be acted upon at the Meeting is set forth in the Information Circular. The Corporation has elected to use the notice-and-access provisions under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 - Continuous Disclosure Obligations (the “Notice-and-Access Provisions”) of the Canadian Securities Administrators for the Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Shareholders of the Corporation by allowing the Corporation to post its Information Circular and any additional materials online. Shareholders who would like more information about the Notice-and-Access Provisions may contact the Corporation’s transfer agent, Capital Transfer Agency, ULC, toll-free at 1-844-499-4482. Please see “Notice-and-Access” in the accompanying Information Circular.
The Information Circular and all additional materials have been posted in full online at www.capitaltransferagency.ca and under the Corporation’s SEDAR profile at www.sedar.com. Shareholders are reminded to carefully review the Information Circular and any additional materials prior to voting on the matters being transacted at the Meeting. All Shareholders of record as of June 11, 2021, the record date, will receive a notice and access notification containing instructions on how to access the Corporation’s Information Circular and all additional materials. Copies of: (a) this notice of annual and special meeting of shareholders; (b) the Information Circular; (c) a management form of proxy and instructions in relation thereto (the “Management Proxy”); and (d) the audited consolidated financial statements of the Corporation for its years ended October 31, 2020 and 2019, and the independent auditor’s report thereon may be obtained free of charge by contacting Capital Transfer Agency, ULC at 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2 or by phone at 1-844-499-4482. In order to ensure that a paper copy of the Information Circular and additional materials can be delivered to a Shareholder in time for such Shareholder to review the Information Circular and return a Management Proxy or voting instruction form prior to the deadline to receive proxies, it is strongly suggested that Shareholders ensure their request is received no later than July 23, 2021.
Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting or may be represented by proxy. Shareholders are requested to: (i) sign, date and deliver the Management Proxy to the Corporation’s registrar and transfer agent, Capital Transfer Agency, ULC, 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2 Canada or visit www.capitaltransferagency.com/voteproxy, so it is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof; or (ii) return your voting instructions as specified in the request for voting instructions delivered to you, as applicable.
DATED this 7th day of July, 2021.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| (signed) “J. Obie Strickler” | |
| J. Obie Strickler | |
| Director, President and Chief Executive Officer |
GROWN ROGUE INTERNATIONAL INC.
MANAGEMENT INFORMATION CIRCULAR
SOLICITATION OF PROXIES
This management information circular (the “Information Circular”) is furnished in connection with the solicitation by management (“Management”) of Grown Rogue International Inc. (the “Corporation”), of proxies to be used at the annual and special meeting of shareholders (the “Meeting”) of the Corporation to be held on Tuesday, August 5, 2021, at the time and place and for the purposes set forth in the accompanying notice of annual and special meeting (the “Notice”). The costs associated with this proxy solicitation will be borne by the Corporation.
Except as otherwise indicated, information herein is given as at July 7, 2021. In this Information Circular, all references to dollar amounts are to Canadian dollars, unless otherwise specified. All references herein to the Corporation shall include its subsidiaries as the context may require.
The board of directors of the Corporation (the “Board” or “Board of Directors”) has by resolution fixed the close of business on June 11, 2021, as the record date (the “Record Date”) for the Meeting. Only holders of common shares (the “Common Shares”) of the Corporation (each, a “Shareholder” and collectively, the “Shareholders”) of record as at 5:00 pm (Eastern Daylight Time) as at the Record Date will be entitled to receive the Notice and related documents and to vote at the Meeting or at any adjournment thereof, but failure to receive such Notice does not deprive Shareholders of their right to vote their Common Shares at the Meeting.
If any person entitled to vote at an annual and special meeting of the Shareholders wishes to propose any matter for consideration at the next annual and special meeting, in order for such proposal to be considered for inclusion in the materials mailed to Shareholders in respect of such meeting, such proposal must be received by the Corporation no later than 90 days before the anniversary date of the Notice.
The Corporation will use the Notice-and-Access Provisions (as defined below) to conduct the solicitation of proxies in connection with this Information Circular. Proxies may also be solicited by telephone, facsimile, email or in person by directors, officers and employees of the Corporation who will not be additionally compensated therefor. Arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by such persons.
NOTICE-AND-ACCESS
The Corporation has elected to deliver the materials in respect of the Meeting pursuant to the notice-and- access provisions (“Notice-and-Access Provisions”) concerning the delivery of proxy-related materials to shareholders found in section 9.1.1 of National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”), in the case of registered shareholders, and section 2.7.1 of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), in the case of beneficial shareholders. The Notice-and-Access Provisions are a set of rules that reduce the volume of proxy-related materials that must be physically mailed to shareholders by allowing issuers to deliver meeting materials to shareholders electronically by providing shareholders with access to these materials online.
The use of the Notice-and-Access Provisions reduces paper waste and mailing costs to the Corporation. In order for the Corporation to utilize the Notice-and-Access Provisions to deliver proxy-related materials by posting the Information Circular (and if applicable, other materials) electronically on a website that is not SEDAR, the Corporation must send a notice to Shareholders, including beneficial Shareholders, indicating that the proxy-related materials have been posted and explaining how a Shareholder can access them or obtain a paper copy of those materials from the Corporation.
In accordance with the Notice-and-Access Provisions, a notice and a form of proxy or voting instruction form has been sent to all Shareholders informing them that this Information Circular is available online and explaining how this Information Circular may be accessed, in addition to outlining relevant dates and matters to be discussed at the Meeting. This Information Circular has been posted in full on www.capitaltransferagency.ca and under the Corporation’s SEDAR profile at www.sedar.com.
The Corporation will cause its agent to deliver copies of the proxy-related materials to the clearing agencies and Intermediaries (as hereinafter defined) for onward distribution to Non-Registered Holders (as hereinafter defined). The Corporation intends to pay for the Intermediaries to deliver to objecting Non- Registered Holders the proxy-related materials and Form 54-101F7 -Request for Voting Instructions Made by Intermediary of NI 54-101.
Any Shareholder who wishes to receive a paper copy of this Information Circular free of charge must contact Capital Transfer Agency, ULC at 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2, toll free telephone number 1-844-499-4482. In order to ensure that a paper copy of the Information Circular can be delivered to a requesting Shareholder in time for such Shareholder to review the Information Circular and return a form of proxy or voting instruction form prior to the deadline to receive proxies, it is strongly suggested that Shareholders ensure their request is received no later than July 23, 2021.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the enclosed management form of proxy and instructions in relation thereto (the “Management Proxy”) are officers and/or directors of the Corporation. Each Shareholder has the right to appoint a person or company, who need not be a Shareholder, other than the persons named in the enclosed form of proxy, to represent such Shareholder at the Meeting or any adjournment(s) thereof. Such right may be exercised by inserting such person’s name in the blank space provided and striking out the names of Management’s nominees in the Management Proxy or by completing another proper form of proxy. All proxies must be executed by the Shareholder or his or her attorney duly authorized in writing or, if the Shareholder is a corporation, by an officer or attorney thereof duly authorized. The completed form of proxy must be deposited at the office of the Corporation’s transfer agent, Capital Transfer Agency, ULC, 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2 Canada, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment(s) thereof.
A Shareholder forwarding the enclosed Management Proxy may indicate the manner in which the appropriate appointee is to vote with respect to any specific item by checking the appropriate space. If the Shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The Common Shares represented by the proxy submitted by a Shareholder will be voted in accordance with the directions, if any, given in the proxy.
In addition to revocation in any other manner permitted by law, a Management Proxy or other form of proxy may be revoked if it is received not later than 11:00 am (Eastern Daylight Time) on August 3, 2021 or, if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting, by completing and signing a proxy bearing a later date and depositing it with Capital Transfer Agency, ULC on behalf of the Corporation.
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If you are a registered Shareholder of the Corporation, whether or not you are able to attend the Meeting, you are requested to complete, execute and deliver the enclosed Management Proxy in accordance with the instructions set forth on the form to the Corporation, c/o Capital Transfer Agency, ULC, 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting or any adjournment(s) or postponement(s) thereof. The time limit for the deposit of proxies may be waived by the Board at its discretion without notice.
EXERCISE OF DISCRETION BY PROXIES
Common Shares represented by properly executed proxies in favour of the persons named in the enclosed Management Proxy will be either voted or withheld from voting, as applicable, in accordance with the instructions given by the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. Where Shareholders have properly executed proxies in favour of the persons named in the enclosed Management Proxy and have not specified in the Management Proxy the manner in which the named proxies are required to vote the Common Shares represented thereby, such Common Shares will be voted in favour of the passing of the matters set forth in the Notice. The enclosed Management Proxy confers discretionary authority with respect to amendments or variations to the matters identified in the Notice and with respect to other matters that may properly come before the Meeting. At the date hereof, neither Management nor the directors of the Corporation (each, a “Director” and collectively, the “Directors”) are aware of any such amendments, variations or others matters to come before the Meeting. If any other matters which at present are not known to Management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgement of the named proxies.
INFORMATION FOR BENEFICIAL HOLDERS OF SECURITIES
Registered holders of Common Shares or the persons they validly appoint as their proxies are permitted to vote at the Meeting. However, in many cases, Common Shares beneficially owned by a person (a “Non- Registered Holder”) are registered either: (i) in the name of an intermediary (an “Intermediary”) (including banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans) that the Non-Registered Holder deals with in respect of the Common Shares; or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant.
Distribution to Beneficial Owners
The Corporation will have caused its agent to deliver copies of the proxy-related materials to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.
Intermediaries are required to forward the meeting materials to Non-Registered Holders unless a Non- Registered Holder has waived his or her right to receive them. Intermediaries often use service companies such as Broadridge Financial Solutions, Inc. to forward the meeting materials to Non-Registered Holders. Generally, those Non-Registered Holders who have not waived the right to receive meeting materials will either:
| 1. | be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Holder, but which is otherwise uncompleted. This form of proxy need not be signed by the Non-Registered Holder. In this case, the Non-Registered Holder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Capital Transfer Agency in the manner set out above in this Information Circular, with respect to the Common Shares beneficially owned by such Non-Registered Holder; or |
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| 2. | more typically, be given a voting registration form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute authority and instructions (often called a “Voting Instruction Form”) which the Intermediary must follow. Typically, the Voting Instruction Form will consist of a one-page pre-printed form. The purpose of this procedure is to permit the Non-Registered Holder to direct the voting of the shares he or she beneficially owns. |
Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the persons named in the form and insert the Non-Registered Holder’s name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions, including those regarding when and where the proxy or voting instruction form is to be delivered.
Non-Registered Holders (other than Non-Registered Holders who are duly appointed proxyholders) will not be admitted to the Meeting. Non-Registered Holders are urged to vote their Common Shares in advance of the Meeting in accordance with the procedures and instructions received from Broadridge Financial Solutions, Inc. or other applicable intermediary. Non-Registered Holders may listen to the Meeting using the live audioconferencing facilities described in this Information Circular.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except as disclosed herein, no: (i) Director or executive officer (each an “Officer”) of the Corporation who has held such position at any time since November 1, 2019; (ii) proposed nominee for election as a director of the Corporation; or (iii) associate or affiliate of a person in (i) or (ii) has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of Directors.
VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES
The Corporation is authorized to issue an unlimited number of Common Shares without nominal or par value of which, as at the date hereof, 156,805,626 Common Shares are issued and outstanding as fully paid and non-assessable Common Shares. Each issued and outstanding Common Share entitles its holder to one
To the knowledge of the Directors and Officers, as at the Record Date, no person beneficially owns, directly and indirectly, or exercises control or direction over, voting securities of the Corporation carrying more than 10% of the voting rights, except as follows:
| Name | Number of Common Shares | Percentage of Class |
| Plant-Based Investment Corporation | 32,000,000(1) | 20.41% |
| J. Obie Strickler | 31,056,766 | 19.81% |
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Notes:
| (1) | 15,000,000 of the Common Shares owned by Plant-Based Investment Corporation are subject to voting restrictions under the terms of a Voting and Resale Agreement entered into with the Corporation on February 10, 2020 where the shareholder is required to vote such shares in favour of recommendations made by the management of the Corporation. |
The Officers and Directors of the Corporation own, as a group, a total of 37,473,759 Common Shares, representing 23.90% of the issued and outstanding Common Shares.
MATTERS TO BE ACTED UPON AT THE MEETING
| 1. | PRESENTATION OF FINANCIAL STATEMENTS FOR 2020 AND 2019 |
A copy of the audited consolidated financial statements of the Corporation for its prior years ended October 31, 2020 and 2019 can be found on the Corporation’s SEDAR profile at www.sedar.com. Copies can also be obtained on request by contacting the Corporation: Grown Rogue International Inc. c/o Miller Thomson LLP, Scotia Plaza, 40 King St. W., Suite 5800, PO Box 1011, Toronto, Ontario, M5H 3S1, Attention to: Michael Johnston, CFO and Corporate Secretary.
| 2. | ELECTION OF DIRECTORS |
The articles of the Corporation provide that the Corporation shall not have more than ten (10) Directors. At the annual and special meeting of the shareholders of the Corporation held on July 15, 2019, the Shareholders voted in favour of a special resolution empowering the directors of the Corporation to determine from time to time the number of directors of the Corporation to be elected at any future annual meeting of Shareholders in accordance with the provisions of the Business Corporations Act (Ontario). The directors of the Corporation have determined that the number of directors of the Corporation to be elected at the Meeting shall be five (5). The nominees are, in the opinion of the Board, well qualified to act as Directors for the coming year. Each nominee has established his eligibility and willingness to serve as a Director, if elected. Each duly elected Director will hold office until the next annual meeting of Shareholders or until a successor is duly elected, unless his office is earlier vacated in accordance with the articles of the Corporation. The following table sets out the names of the persons nominated by management for election, any offices with the Corporation currently held by them, their principal occupations, the period or periods of service as directors of the Corporation and the approximate number of voting securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised as of the date hereof.
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Name, province or state and country of residence |
Office Held | Principal Occupation | Director Since |
Number of Common Shares Beneficially Owned or Controlled or Directed(1) |
J. Obie Strickler(2) (3) Oregon, United States |
President, Chief Executive Officer and Director | President, Chief Executive Officer and Director of the Corporation | November 15, 2018 | 31,056,766 |
Abhilash Patel(2) California, United States |
Director | Consultant | November 15, 2018 | 706,221 |
Stephen Gledhill(2) Ontario, Canada |
Director | Accountant | November 15, 2018 | 295,636 |
Sean Conacher(4) Ontario, Canada |
Director | Chief Strategy Officer of Plant-Based Investment Corporation and Chief Executive Officer of Global Cannabis Innovators Corp. | August 27, 2020 | 105,000 |
Ryan Kee Washington, United States |
Proposed Director | Chief Accounting Officer of the Corporation | N/A | 30,000 |
Notes:
| (1) | The information as to the number of Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, not being within the direct knowledge of the Corporation, has been furnished by the respective Director nominees. |
| (2) | Member of the Audit Committee and Compensation Committee. Stephen Gledhill is the chairman of the Audit Committee and the Compensation Committee. |
| (3) | J. Obie Strickler, being an executive officer of the Corporation, is not “independent” as defined in NI 52-110 - Audit Committees (“NI 52-110”). The Corporation is relying on the exemption provided by section 6.1 of NI 52-110 pursuant to which the Corporation, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110. |
| (4) | Nominee of Plant-Based Investment Corporation. |
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Director Biographies
Mr. J. Obie Strickler
Mr. Strickler is the CEO, President and founder of the Corporation. He founded Canopy Management, LLC in 2015 to consolidate the three medical facilities he had operated since 2006 within one company. Mr. Strickler formed the Corporation in late 2016 and entered the Oregon recreational cannabis market with a plan to build a multi-national cannabis brand. Mr. Strickler was successful in building a profitable medical cannabis company and used that foundation to build Grown Rogue where he has led a team that now has operations in three states with over 20 licenses. Mr. Strickler has a BS in Geology from Southern Oregon University and is also an Oregon Professional Geologist. During the time he was financing and overseeing Canopy’s growth he was also the regional manager for a large multi-service natural resource company before starting his own business in 2011 to provide management services to large natural resource companies primarily in the mining sector. In this role, he was responsible for building and integrating complex technical teams to advance large, world-class, multi-billion-dollar mining projects from exploration through feasibility primarily in base and precious metals. In 2014, Mr. Strickler teamed with aerospace engineers to form HyperSciences, Inc a platform technology company focused on commercializing hypervelocity technology into a variety of industrial applications. Mr. Strickler helped secure a large contract with one of the world’s larger oil and gas providers to solve deep drilling challenges and moved this project through proof of concept before departing to focus on the opportunities in cannabis full time. Mr. Strickler is taking his production and product innovation experience in the cannabis industry and his integration and execution experience from the natural resource industry to build Grown Rogue into a premier cannabis company. Mr. Strickler is 40 years old and is devotes 100% of his professional time to the Corporation.
Mr. Abhilash Patel
Mr. Patel is a serial entrepreneur, venture investor, speaker, and philanthropist. He is currently Founder & CEO of Thermal.co, a venture studio in Santa Monica, CA with a portfolio of stage-agnostic and category- agnostic investments along with a number of operating ventures. Previously, Abhilash was founder and CEO at Ranklab, a digital marketing agency and Co-Founder of Recovery Brands, a digital publisher with assets including Rehabs.com, Recovery.org and others. Both companies were listed in Inc. Magazine’s fastest growing private companies in 2015. Later in 2015, both companies were acquired by AAC Holdings, then listed on the NYSE. He is on the Board of Directors for several non-profit organizations in Southern California, including the LA Regional Food Bank, Junior Achievement of Southern California, Clare|Matrix and 10,000 Beds, and serves on the board of several privately-held startups as well.
Abhilash holds a BA in Economics and Philosophy from Columbia University, and an MBA from the UCLA Anderson School of Management. Abhilash’s work has been featured in several major publications, including Inc., Huffington Post, Forbes, and Entrepreneur, USA Today, among others. Dr. Drew., Inc. named Abhilash “One of 20 Inspiring Entrepreneurs Improving Health for All” and Forbes highlights him in an interview entitled “How Web Publishing is Saving Lives”. When he’s not helping businesses grow, Abhilash is spending time with his wife and their three beautiful sons, or training for his next triathlon. Mr. Patel is 39 years old and intends to devote the time necessary to serve as a director of the Corporation.
Mr. Stephen Gledhill
Mr. Gledhill is the founder and President of Keshill Consulting Associates Inc., a boutique management consulting practice. Mr. Gledhill has over 25 years of financial-control experience and acts as CFO and Corporate Secretary for multiple publicly-traded companies, several of which he was instrumental in scaling-up and taking public. He currently serves as the CFO of CO2 Gro Inc. (TSXV:GROW), Bhang Inc. (CSE: BHNG), DelphX Capital Markets Inc (TSXV:DELX) and POSaBIT Systems Corporation (CSE: PBIT), as well as the Corporate Secretary of Tombill Mines Limited (TSXV: TBLL). Mr. Gledhill has also served as the Senior Vice President and CFO of Borealis Capital Corporation, a Toronto-based merchant bank as well as Vice President of Finance of OMERS Realty Corporation (ORC), the real estate entity of the Ontario Municipal Employees Retirement System. Mr. Gledhill is a Chartered Public Accountant and Certified Management Accountant and holds a Bachelor of Math Degree from the University of Waterloo. Mr. Gledhill is 58 years old and intends to devote the time necessary to serve as a director of the Corporation.
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Mr. Sean Conacher
Sean is an experienced executive with a demonstrated history of working in the financial services and marketing sectors. He is skilled in entrepreneurship, venture capital, public and private equity, foreign exchange, options and asset management. He is currently the Chief Strategy Officer of Plant-Based Investment Corporation (“PBIC”), a publicly traded investment corporation that offers unique global exposure to the emerging global cannabis and plant-based sector. PBIC’s main objective is to provide shareholders long-term total return through its actively managed portfolio of securities, both public and private, operating in, or that derive a portion of their revenue or earnings from products or services related to the cannabis and plant-based industry. Mr. Conacher is 51 years old and intends to devote the time necessary to serve as a director of the Corporation.
Mr. Ryan Kee
Mr. Kee is an experienced accounting professional with a history of working in mining in various global jurisdictions. He is skilled in financial reporting, IT integrations, and team building & development. He is currently Chief Accounting Officer of the Corporation. Mr. Kee has a BS in Accounting and Spanish from the University of Idaho, and is a Certified Public Accountant, licensed in Washington state. He has developed financial models to quantitatively describe the cost profiles of operating mines, optimize grade cutoffs, and drive cost reductions. Most recently, he led accounting, supply chain, and IT teams for an operating gold mine in South America, and will apply the best practices learned & developed in mining to cannabis production. Mr. Kee is 38 years old and intends to devote 100% of his professional time to the Corporation.
Corporate Cease Trade Orders
Other than disclosed below, to the knowledge of the Corporation, no Director or proposed Director of the Corporation is, as at the date of this Information Circular, or was within 10 years before the date of this Information Circular, a director or chief executive officer or chief financial officer of any company (including the Corporation) that: (a) was the subject of an order (as defined in Form 51-102F5 under National Instrument 51-102 Continuous Disclosure Obligations) that was issued while the Director or proposed Director was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an order that was issued after the Director or proposed Director ceased to be a director, chief executive officer or chief financial officer, and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer. For the purposes of this paragraph, “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant Corporation access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days.
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In 2013, Sean Conacher was a trader and designated person at a firm regulated by The Investment Industry Regulatory Organization of Canada (“IIROC”). It was determined that between June 2013 and October 2013, Mr. Conacher allowed a U.S. based client to enter orders directly on an IIROC-regulated marketplace through a firm inventory account, and therefore permitted trades to be executed that Mr. Conacher knew, or ought to have reasonably have known, would not comply with applicable regulatory requirements. Mr. Conacher and IIROC subsequently entered into a settlement agreement, resulting in: (i) a fine of $15,000; (ii) a suspension of access to IIROC-regulated marketplaces for three months effective from October 2013; and (iii) costs of $2,000.
On May 3, 2021, Bhang Inc. (“Bhang”) was granted a management cease trade order (“MCTO”) by the applicable Canadian securities regulatory authorities pursuant to National Policy 12-203 – Management Cease Trade Orders (“Policy 12-203”), which precluded members of management (including Stephen Gledhill, CFO) from trading Bhang shares until such time as the MCTO is no longer in effect. The MCTO was sought by Bhang as it would not be filing its audited annual financial statements, related management discussion and analysis and applicable officer certifications (the “Bhang Annual Materials”) by the deadline date of April 30, 2021. On June 23,2021, Bhang filed the Bhang Annual Materials and the MCTO lapsed on July 5, 2021.
On April 25, 2016, CO2 Gro Inc. (formerly BlueOcean NutraSciences Inc.) (“BOC”) applied to the applicable Canadian securities regulatory authorities pursuant to Policy 12-203 for a MCTO, which precluded members of management (including Stephen Gledhill, CFO) from trading BOC common shares until such time as the MCTO is no longer in effect. The MCTO was sought by BOC as it would not be filing its audited annual financial statements, related management discussion and analysis and applicable officer certifications (the “Annual Materials”) by the deadline date of April 29, 2016. On May 9, 2016, the OSC granted a temporary MCTO, effective until May 16, 2016. On May 16, 2016, the OSC issued a permanent MCTO in effect until 2 days following BOC filing its Annual Materials with the applicable regulatory authorities. On July 19, 2016, BOC filed its Annual Materials and on July 21, 2016, the MCTO was lifted.
On January 12, 2016 (further to a TSX Venture Exchange Bulletin dated January 11, 2016), Gemoscan Canada, Inc.’s (“GES”) shares were suspended from trading on the TSX Venture Exchange for failing to maintain exchange requirements, GES having made assignment into bankruptcy. Effective January 13, 2016, GES’s listing was transferred to the NEX. Stephen Gledhill served as CFO of GES from August 2010 to November 2015.
Other than disclosed above, no Director or proposed Director of the Corporation: (a) is, or within 10 years before the date hereof has been a director or executive officer of a corporation (including the Corporation) that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the Director or proposed Director.
No Director or proposed Director of the Corporation has been subject to any: (a) penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or (b) other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder in deciding whether to vote for the Director or proposed Director.
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If you complete and return the proxy for the Meeting, the persons designated in the proxy for the Meeting intend to vote at the Meeting, or any adjournment thereof, FOR the election of J. Obie Strickler, Abhilash Patel, Stephen Gledhill, Sean Conacher and Ryan Kee as Directors, unless you specifically direct that your vote be withheld.
| 3. | APPOINTMENT AND REMUNERATION OF AUDITORS |
At the Meeting, Shareholders will be asked to approve a resolution appointing Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, of Vancouver, BC, as auditors for the Corporation, to hold office until the next annual meeting of Shareholders, and to authorize the Directors to fix their remuneration. Dale Matheson Carr-Hilton Labonte LLP, Charter Professional Accountants were appointed as auditors of the Corporation effective November 4, 2019.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE APPOINTMENT OF DALE MATHESON CARR-HILTON LABONTE LLP, CHARTERED PROFESSIONAL ACCOUNTANTS, AS AUDITORS OF THE CORPORATION AND THE AUTHORIZING OF THE DIRECTORS TO FIX THEIR REMUNERATION.
If you complete and return the Management Proxy, the persons designated in the Management Proxy intend to vote at the Meeting, or any adjournment thereof, FOR the appointment of Dale Matheson Carr-Hilton Labonte LLP as auditors of the Corporation and to authorize the Board to fix the auditors’ remuneration, unless you specifically direct that your vote be withheld.
OTHER MATTERS
The Corporation knows of no other matters to be brought before the Meeting. If any amendment, variation or other business is properly brought before the Meeting, the form of Management Proxy and voting instruction confers discretion on the persons named on the form of Management Proxy to vote on such matters in accordance with their best judgment.
EXECUTIVE COMPENSATION
For purposes of this Information Circular, a “Named Executive Officer” of the Corporation means an individual who, at any time during the year, was:
| (a) | the Corporation’s chief executive officer (“CEO”); |
| (b) | the Corporation’s chief financial officer (“CFO”); |
| (c) | each of the Corporation’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year and whose total compensation was, individually, more than $150,000 during the Corporation’s most recently completed financial year; and |
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| (d) | each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year. |
Based on the foregoing definition, during the last completed financial year of the Corporation, there were three (5) Named Executive Officers, being J. Obie Strickler, Michael Johnston, Adam August and Rob Rigg.
There were three (3) Directors during the last completed financial year of the Corporation, being J. Obie Strickler, Abhilash Patel and Stephen Gledhill.
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Committee
The Corporation has constituted a committee of the Board to serve as a compensation committee (the “Compensation Committee”). The Compensation Committee is appointed by the Board to establish policies and procedures with respect to the compensation of the Corporation’s Directors and Officers. The Compensation Committee has overall responsibility for approving and evaluating compensation plans, policies and programs of the Corporation. The Compensation Committee members may be replaced by the Board.
The Compensation Committee is comprised of a majority of independent Directors. The current Compensation Committee is comprised of J. Obie Strickler (not independent), Abhilash Patel (independent) and Stephen Gledhill (independent). Under the proposed slate of the directors, the current members of the Compensation Committee will be re-appointed. Recognizing the importance of an independent dialogue, in determining the appropriate level of compensation payable to Mr. J. Obie Strickler, the independent members of the Compensation Committee subjectively and quantitatively analyze his performance using the criteria discussed in this section below. In addition, the Compensation Committee reviews the adequacy and form of compensation in comparison to other companies of similar size and stage of development as described further below.
Compensation Committee Mandate
The Compensation Committee is appointed by the Board of Directors to assist the Board in carrying out its responsibilities by:
| ● | Reviewing compensation and human resources issues in support of the achievement of the Corporation’s business strategy and making recommendations to the Board as appropriate. |
| ● | Reviewing and approving corporate goals and objectives relevant to Chief Executive Officer’s compensation. |
| ● | Evaluating the Chief Executive Officer’s performance against those goals and objectives. |
| ● | Making recommendations to the Board with respect to the Chief Executive Officer’s compensation. |
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| ● | Reviewing issues and overseeing the investment management of the Corporation’s savings and investment plans, if applicable. |
Compensation Philosophy
Compensation of executive officers of the Corporation is recommended to the Board of Directors by the Compensation Committee. In its review process, the Compensation Committee relies on input from management on the assessment of executives and Corporation performance.
The Compensation Committee establishes management compensation policies and oversees their general implementation. All members of the Compensation Committee have direct experience which is relevant to their responsibilities as Compensation Committee members. All members are or have held senior executive or director roles within significant businesses. Mr. Gledhill has public company experience, and all have a good financial understanding which allows them to assess the costs versus benefits of compensation plans. The members combined experience in the Corporation’s sector provides them with the understanding of the Corporation’s success factors and risks, which is very important when determining metrics for measuring success.
Risk management is a primary consideration of the Compensation Committee when implementing its compensation program. The Compensation Committee does not believe that the Corporation’s current compensation program results in unnecessary or inappropriate risk-taking, including risks that are likely to have a material adverse effect on the Corporation. Payments of bonuses, if any, are not made until performance goals have been met.
Executive compensation is generally based on pay for performance and to be competitive with other firms of comparable size in similar fields. The Chief Executive Officer makes recommendations to the Compensation Committee as to the compensation of managers, other than himself, for approval by the Board. The Compensation Committee makes recommendations to the Board as to the compensation of the Chief Executive Officer, for approval, in accordance with the same criteria upon which the compensation of other managers are based.
Executive compensation is comprised of a base salary and variable components in the form of an annual bonus opportunity and stock options. The annual bonus provides an opportunity for management and executive employees to earn an annual cash incentive based on various pre-set criteria and the degree of achievement of objectives sets by the Compensation Committee. These performance goals will therefore take into account (1) the compliance with budgeted results, (2) the Corporation’s share performance during the last completed financial year, and (3) the business development and personal achievement fulfilled by each executive employee, as the case may be. Generally, new stock option grants do not take into account previous grants of options when considering new grants.
The President and Chief Executive Officer’s salary is based on comparable market consideration and the Compensation Committee’s assessment of his performance, with regard to the Corporation’s financial performance and progress in achieving strategic performance.
The Corporation’s executive compensation program is intended to attract, motivate and retain high performing senior executives, encourage and reward superior performance and align the executives’ interests with those of the Corporation. The Corporation aims to achieve these objectives by: (i) providing executive compensation which is competitive with what is offered by comparable companies; (ii) ensuring that the achievement of annual objectives is rewarded through the payment of bonuses; and (iii) providing executives with long-term incentive through the grant of stock options.
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The compensation paid to the Named Executive Officers will be based on comparisons to compensation paid to officers of companies in a similar business, size and stage of development and will reflect the need to provide incentives and compensation for the time and effort expended by the Named Executive Officers, while taking into account the financial and other resources of the Corporation, as well as increasing short and long-term shareholder value.
Compensation Elements
Compensation of Named Executive Officers is revised each year and has been structured to encourage and reward the executive officers on the bases of short-term and long-term corporate performance. In the context of the analysis of the compensation for the financial years ended October 31, 2020 and 2019, the following components were examined:
| (i) | base salary; |
| (ii) | annual performance incentive relative to base compensation consisting of cash and stock options; |
| (iii) | grant of stock options of the Corporation; and |
| (iv) | other elements of compensation which may include shares of the Corporation. |
Base Salary
The compensation of the Corporation’s executive officers is determined by the Board upon recommendations made by the Compensation Committee. Executive compensation is generally based on performance and what is being offered by other firms of comparable size in similar fields.
Annual Incentive Plan
The Corporation has a bonus plan for its executive officers, representing a percentage of their base annual salary. The grant of bonuses for performance is left at the discretion of the Board of Directors upon the recommendation of the Compensation Committee, based on the financial results of the Corporation and the degree of achievement of objectives set by the Board of Directors, as more fully described above.
Share-based Awards
The Corporation believes that encouraging its Officers and employees to become Shareholders is the best way of aligning their interests with those of its Shareholders. Equity participation is currently accomplished through the Corporation’s Equity Inventive Plan (the “Equity Incentive Plan”). Under the Equity Incentive Plan, Awards will be granted to management and employees taking into account a number of factors, including, base salary and bonuses, and competitive factors.
The Option component of compensation provided by the Corporation under the Equity Incentive Plan is intended to advance the interests of the Corporation by encouraging the Directors, Officers, employees and consultants of the Corporation to acquire Common Shares, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs. Grants under the Equity Incentive Plan are intended to provide long term awards linked directly to the market value performance of the Corporation’s Common Shares. Under the Equity Incentive Plan, the Board will review the Compensation Committee’s recommendations for the granting of Awards to management, Directors, Officers, other employees, and consultants of the Corporation and its subsidiaries. Awards will be granted according to the specific level of responsibility of the particular Director, Officer, employee or consultant. The number of outstanding Awards will also be considered by the Board when determining the number of Awards to be granted in any particular year due to the limited number of Awards that are available for grant under the Equity Incentive Plan.
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Equity Incentive Plan
The Equity Incentive Plan was previously approved by the Shareholders at the annual and special meeting of the shareholders of the Corporation held on August 27, 2020. The following is a description of the material terms and conditions of the Equity Incentive Plan.
Purpose
The purpose of the Equity Incentive Plan will be to enable the Corporation and its affiliated companies to: (i) promote and retain employees, officers, consultants, and directors capable of assuring the future success of the Corporation, (ii) to offer such persons incentives to put forth maximum efforts, and (iii) to compensate such persons through various share and cash-based arrangements and provide them with opportunities for share ownership, thereby aligning the interests of such persons and Shareholders.
The Equity Incentive Plan permits the grant of (i) nonqualified stock options (“NQSOs”) and incentive stock options (“ISOs”) (collectively, “Options”), (ii) restricted stock awards, (iii) restricted stock units (“RSUs”), (iv) stock appreciation rights (“SARs”), and (v) performance compensation awards (“PCAs”), which are referred to herein collectively as “Awards,” as more fully described below.
Eligibility
Any of the Corporation’s employees, officers, directors, consultants (who are natural persons) are eligible to participate in the Equity Incentive Plan (the “Participants”). The basis of participation of an individual under the Equity Incentive Plan, and the type and amount of any Award that an individual will be entitled to receive under the Equity Incentive Plan, will be determined by the Board or Compensation Committee based on its judgment as to the best interests of the Corporation.
The maximum number of Common Shares that may be issued under the Equity Incentive Plan shall be determined by the Board from time to time, but in no case shall exceed, in the aggregate, 20% of the number of Common Shares then outstanding. Notwithstanding the above, the total number of Common Shares issued under ISOs cannot exceed 20,000,000 Common Shares, subject to adjustment as provided in the Equity Incentive Plan.
Any shares subject to an Award under the Equity Incentive Plan that are forfeited, cancelled, expire unexercised, are settled in cash, or are used or withheld to satisfy tax withholding obligations of a Participant shall again be available for Awards under the Equity Incentive Plan. In the event of any dividend, recapitalization, forward or reverse stock split, reorganization, merger, amalgamation, consolidation, split-up, split-off, combination, repurchase or exchange of Common Shares or other securities of the Corporation, issuance of warrants or other rights to acquire Common Shares or other securities of the Corporation, or other similar corporate transaction or event, which affects the Common Shares, or unusual or nonrecurring events affecting the Corporation, or the financial statements of the Corporation, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, the Compensation Committee or Board may make such adjustment, which is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Equity Incentive Plan, to (i) the number and kind of shares which may thereafter be issued in connection with Awards, (ii) the number and kind of shares issuable in respect of outstanding Awards, (iii) the purchase price or exercise price relating to any Award or, if deemed appropriate, make provision for a cash payment with respect to any outstanding Award, and (iv) any share limit set forth in the Equity Incentive Plan.
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Awards
Options
The Compensation Committee is authorized to grant Options to purchase Common Shares that are either ISOs meaning they are intended to satisfy the requirements of Section 422 of the Code, or NQSOs, meaning they are not intended to satisfy the requirements of Section 422 of the Code. Options granted under the Equity Incentive Plan will be subject to the terms and conditions established by the Board or Compensation Committee. Under the terms of the Equity Incentive Plan, unless the Compensation Committee or Board determines otherwise in the case of an Option substituted for another Option in connection with a corporate transaction, the exercise price of the Options will not be lower than the greater of the closing market prices of the Common Shares on (a) the trading day prior to the date of grant of the stock options, and (b) the date of grant of the stock options. Options granted under the Equity Incentive Plan will be subject to such terms, including the exercise price and the conditions and timing of exercise, as may be determined by the Compensation Committee or Board and specified in the applicable award agreement. The maximum term of an option granted under the Equity Incentive Plan will be ten years from the date of grant (or five years in the case of an ISO granted to a 10% shareholder). Payment in respect of the exercise of an Option may be made in cash or by cheque, by surrender of unrestricted shares (at their fair market value on the date of exercise) or by such other method as the Compensation Committee may determine to be appropriate.
Restricted Stock
A restricted stock award is a grant of Common Shares, which are subject to forfeiture restrictions during a restriction period. The Compensation Committee or Board will determine the price, if any, to be paid by the Participant for each Common Shares subject to a restricted stock award, but in any event the price may not be lower than the greater of the closing market prices of the Common Shares on (a) the trading day prior to the date of grant of the restricted stock, and (b) the date of grant of the restricted stock. The Compensation Committee or Board may condition the expiration of the restriction period, if any, upon: (a) the Participant’s continued service over a period of time with the Corporation or its affiliates; (b) the achievement by the Participant, the Corporation or its affiliates of any other performance goals set by the Compensation Committee; or (c) any combination of the above conditions as specified in the applicable award agreement. If the specified conditions are not attained, the Participant will forfeit the portion of the restricted stock award with respect to which those conditions are not attained, and the underlying Common Shares will be forfeited. At the end of the restriction period, if the conditions, if any, have been satisfied, the restrictions imposed will lapse with respect to the applicable number of Common Shares. During the restriction period, unless otherwise provided in the applicable award agreement, a Participant will have the right to vote the shares underlying the restricted stock; however, all dividends will remain subject to restriction until the stock with respect to which the dividend was issued lapses. The Compensation Committee may, in its discretion, accelerate the vesting and delivery of shares of restricted stock. Unless otherwise provided in the applicable award agreement or as may be determined by the Compensation Committee, upon a Participant’s termination of service with the Corporation, the unvested portion of a restricted stock award will be forfeited.
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RSUs
RSUs are granted in reference to a specified number of Common Shares and entitle the holder to receive, on achievement of specific performance goals established by the Compensation Committee or Board or after a period of continued service with the Corporation or its affiliates or any combination of the above as set forth in the applicable award agreement, one Common Share for each such Common Share covered by the RSU; provided, that the Compensation Committee may elect to pay cash, or part cash and part Common Shares in lieu of delivering only Common Shares. The Compensation Committee or Board may, in its discretion, accelerate the vesting of RSUs. Unless otherwise provided in the applicable award agreement or as may be determined by the Compensation Committee, upon a Participant’s termination of service with the Corporation, the unvested portion of the RSUs will be forfeited. The value ascribed to the Common Shares covered by the RSU may not be lower than the greater of the closing market prices of the Common Shares on (a) the trading day prior to the date of grant of the RSUs, and (b) the date of grant of the RSUs
Stock Appreciation Rights
A SAR entitles the recipient to receive, upon exercise of the SAR, the increase in the fair market value of a specified number of Common Shares from the date of the grant of the SAR and the date of exercise payable in Common Shares. Any grant may specify a vesting period or periods before the SAR may become exercisable and permissible dates or periods on or during which the SAR shall be exercisable. No SAR may be exercised more than ten years from the grant date. Unless otherwise provided in the applicable award agreement or as may be determined by the Compensation Committee or Board, upon a Participant’s termination of service with the Corporation, the unvested portion of a SAR will be forfeited. The value ascribed to the Common Shares covered by the SARs may not be lower than the greater of the closing market prices of the Common Shares on (a) the trading day prior to the date of grant of the SAR, and (b) the date of grant of the SAR.
Performance Compensation Awards
PCAs may be granted under the Equity Incentive Plan, which (i) may be denominated or payable in cash, Common Shares, or other securities, awards or other property (including, without limitation, restricted stock and RSUs), and (ii) confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of one or more objective performance goals during such performance periods as the Compensation Committee or Board shall establish. Notwithstanding the foregoing, pursuant to the rules of the CSE, the value ascribed to the Common Shares covered by the PCAs may not be lower than the greater of the closing market prices of the Common Shares on (a) the trading day prior to the date of grant of the PCA, and (b) the date of grant of the PCA. Subject to the terms of the Equity Incentive Plan and the policies of the CSE, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any PCA granted, the amount of any payment or transfer to be made pursuant to any PCA and any other terms and conditions shall be determined by the Compensation Committee or Board. Unless otherwise provided in the applicable award agreement or as may be determined by the Compensation Committee or Board, upon a Participant’s termination of service with the Corporation, the unvested portion of a PCA will be forfeited.
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General
The Compensation Committee or Board may impose restrictions on the grant, exercise or payment of an Award as it determines appropriate. Generally, Awards granted under the Equity Incentive Plan shall be non-transferable except by will or by the laws of descent and distribution. No Participant shall have any rights as a shareholder with respect to Common Shares covered by any Awards, unless and until such Awards are settled in Common Shares.
No Option (or, if applicable, SARs) shall be exercisable, no Common Shares shall be issued, no certificates for Common Shares shall be delivered and no payment shall be made under the Equity Incentive Plan except in compliance with all applicable laws. The Board may amend, alter, suspend, discontinue or terminate the Equity Incentive Plan and the Compensation Committee or Board may amend any outstanding Award at any time; provided that (i) such amendment, alteration, suspension, discontinuation, or termination shall be subject to the approval of the Corporation’s shareholders if such approval is necessary to comply with any tax or regulatory requirement applicable to the Equity Incentive Plan (including, without limitation, as necessary to comply with any rules or requirements of applicable securities exchange), and (ii) no such amendment or termination may adversely affect Awards then outstanding without the Award holder’s permission.
In the event of any reorganization, merger, consolidation, split-up, spin-off, combination, plan of arrangement, take over bid or tender offer, repurchase or exchange of Common Shares or other securities of the Corporation or any other similar corporate transaction or event involving the Corporation (or the Corporation shall enter into a written agreement to undergo such a transaction or event), the Compensation Committee or the Board may, in its sole discretion, provide for any (or a combination) of the following to be effective upon the consummation of the event (or effective immediately prior to the consummation of the event, provided that the consummation of the event subsequently occurs):
| ● | termination of the Award, whether or not vested, in exchange for cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of the vested portion of the Award or realization of the Participant’s vested rights, |
| ● | the replacement of the Award with other rights or property selected by the Compensation Committee or the Board, in its sole discretion, |
| ● | assumption of the Award by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, |
| ● | that the Award shall be exercisable or payable or fully vested with respect to all Common Shares covered thereby, notwithstanding anything to the contrary in the applicable award agreement, or |
| ● | that the Award cannot vest, be exercised or become payable after a date certain in the future, which may be the effective date of the event. |
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Tax Withholding
The Corporation may take such action as it deems appropriate to ensure that all applicable federal, state, local and/or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant.
Purchase of Financial Instruments
The Corporation has not adopted any policies or imposed any contractual obligations to restrict the ability of a Named Executive Officer or a Director to purchase financial instruments, including for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation by the Corporation or held, directly or indirectly, by the Named Executive Officer or Director. The Board discourages the practice of purchasing the securities described above.
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Summary Compensation Table
The following table is a summary of compensation paid to the Named Executive Officers and Directors for the two most recently completed financial periods ended October 31, 2020 and 2019:
Table of Compensation excluding Compensation Securities
| Name | Year | Salary,
consulting fee,
($)
|
Bonus ($) |
Committee or meeting fees ($) |
Value
of perquisites |
Value
of all
($)
|
Total ($) |
J. Obie Strickler, President, CEO and Director |
2020 | 114,000 | Nil | Nil | Nil | 118,708(1) | 232,708 |
| 2019 | 130,000 | Nil | Nil | Nil | 60,500(1) | 190,500 | |
Michael Johnston, CFO and Corporate Secretary |
2020 | 71,815(2) | Nil | Nil | Nil | Nil | 71,815 |
| 2019 | 172,510(2) | Nil | Nil | Nil | Nil | 172,510 | |
Adam August, CFO of Grown Rogue Unlimited, LLC |
2020 | 188,412(3) | Nil | Nil | Nil | 69,928 | 258,361 |
| 2019 | 160,612(3) | Nil | Nil | Nil | Nil | 160,612 | |
Rob Rigg, Chief Marketing Officer |
2020 | 187,602(4) | Nil | Nil | Nil | 69,928 | 257,530 |
| 2019 | 125,155(4) | Nil | Nil | Nil | Nil | 125,155 | |
Abhilash Patel, Director |
2020 | Nil | Nil | 13,409(5) | Nil | Nil | 13,409 |
| 2019 | Nil | Nil | 67,045(5) | Nil | Nil | 67,045 | |
Stephen Gledhill, Director |
2020 | Nil | Nil | 31,409(5)(6) | Nil | Nil | 31,409 |
| 2019 | Nil | Nil | 109,211(5)(7) | Nil | Nil | 109,211 | |
Sean Conacher, Director |
2020 | Nil | Nil | 19,09(5) | Nil | Nil | 1,909 |
| 2019 | Nil | Nil | Nil | Nil | Nil | Nil |
Notes:
| (1) | Represents rent charged by a company owned by Mr. Strickler, lease payments for equipment sold by Mr. Strickler to the Corporation, and royalty payments made to Mr. Strickler. |
| (2) | Fees were paid to an accounting firm in which Mr. Johnston is a partner. |
| (3) | Inclusive of the $36,505 paid to Mr. August in Common Shares in 2020 and $50,612 in 2019. |
| (4) | Inclusive of the $24,424 paid to Mr. Rigg in Common Shares in 2020 and $25,550 in 2019. |
| (5) | Represents director and committee fees paid in Common Shares. |
| (6) | Mr. Gledhill was paid an additional $18,000 in fees in his role as chair of the Audit Committee and Compensation Committee. |
| (7) | Mr. Gledhill was paid an additional $60,500 in fees in his role as chair of the Audit Committee and Compensation Committee, which was paid in a combination of cash and Common Shares. |
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Stock options and other compensation securities
Set forth in the table below is a summary of all compensation securities granted or issued to each Director and Named Executive Officer by the Corporation or one of its subsidiaries in the financial year ended October 31, 2020 for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries.
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| Name | Type of compensation security |
Number of compensation securities, number of underlying securities, and percentage of class
|
Date of issue or grant |
Issue, conversion or exercise price
($) |
Closing price of security or underlying security on date of grant ($) |
Closing price of security or underlying security at year end ($) |
Expiry Date |
J. Obie Strickler, President, CEO and Director |
Nil | Nil | Nil | Nil | Nil | Nil | Nil |
Michael Johnston, CFO and Corporate Secretary |
Nil | Nil | Nil | Nil | Nil | Nil | Nil |
Adam August, CFO of Grown Rogue Unlimited, LLC |
Common Shares | 100,000 | April 5, 2019 | 0.44 | 0.40 | 0.09 | N/A |
| Common Shares | 75,000 | October 2, 2019 | 0.19 | 0.21 | 0.09 | N/A | |
| Common Shares | 88,636 | July 14, 2020 | 0.13 | 0.13 | 0.12 | N/A | |
| Stock Options | 750,000 | July 10, 2020 | 0.15 | 0.135 | 0.12 | July 10, 2020 | |
Rob Rigg, Chief Marketing Officer |
Common Shares | 45,000 | November 15, 2019 | 0.09 | 0.09 | 0.12 | N/A |
| Common Shares | 62,000 | May 5, 2020 | 0.10 | 0.10 | 0.12 | N/A | |
| Common Shares | 75,000 | July 14, 2020 | 0.13 | 0.13 | 0.12 | N/A | |
| Stock Options | 750,000 | July 10, 2020 | 0.15 | 0.135 | 0.12 | July 10, 2020 | |
Abhilash Patel, Director |
Common Shares | 75,000 | November 15, 2019 | 0.09 | 0.09 | 0.12 | N/A |
| Common Shares | 100,000 | May 5, 2020 | 0.10 | 0.10 | 0.12 | N/A | |
| Common Shares | 20,000 | July 14, 2020 | 0.13 | 0.13 | 0.12 | N/A | |
Stephen Gledhill, Director |
Common Shares | 75,000 | November 15, 2019 | 0.09 | 0.09 | 0.12 | N/A |
| Common Shares | 100,000 | May 5, 2020 | 0.10 | 0.10 | 0.12 | N/A | |
| Common Shares | 20,000 | July 14, 2020 | 0.13 | 0.13 | 0.12 | Nil | |
Sean Conacher, Director |
Common Shares | 20,000 | July 14, 2020 | 0.13 | 0.13 | Nil | Nil |
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Exercise of Compensation Securities by Directors and NEOs
Set forth below is a summary of each exercise by a Director or Named Executive Officer of compensation securities during the financial year ended October 31, 2020.
| Name | Type of compensation security |
Number of compensation securities, number of underlying securities, and percentage of class
|
Date of issue or grant |
Issue, conversion or exercise price
($) |
Closing price of security or underlying security on date of grant ($) |
Closing price of security or underlying security at year end
($) |
Expiry Date |
J. Obie Strickler, President, CEO and Director |
Nil | Nil | Nil | Nil | Nil | Nil | Nil |
Michael Johnston, CFO and Corporate Secretary |
Nil | Nil | Nil | Nil | Nil | Nil | Nil |
Adam August, CFO of Grown Rogue Unlimited, LLC |
Nil | Nil | Nil | Nil | Nil | Nil | Nil |
Rob Rigg, Chief Marketing Officer |
Nil | Nil | Nil | Nil | Nil | Nil | Nil |
Abhilash Patel, Director |
Nil | Nil | Nil | Nil | Nil | Nil | Nil |
Stephen Gledhill, Director |
Nil | Nil | Nil | Nil | Nil | Nil | Nil |
Sean Conacher, Director |
Nil | Nil | Nil | Nil | Nil | Nil | Nil |
Management and Employment Agreements
On December 4, 2018, Grown Rogue Unlimited, LLC (“GRU”) entered into an employment agreement with Adam August as head of finance for GRU, which was amended and restated on March 1, 2019 and on February 1, 2020. Pursuant to the employment agreement, annual salary of $120,000 is paid in semimonthly instalments by GRU. Mr. August can be awarded bonuses by GRU from time to time, including a profitability bonus of 20% of base salary. Mr. August is entitled to additional salary of $6,500 per month, paid in either cash or Common Shares, at the discretion of the Corporation. If Corporation chooses to pay the additional salary in Common Shares, the price per share shall be based on the 10-day volume weighted average price (VWAP) of the Common Shares prior to the payment date. Either party can terminate the agreement at any time. If Mr. August is terminated without cause then he is entitled to receive Common Shares equal to $75,000. Mr. August was promoted to Chief Financial Officer of GRU on February 24, 2020.
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On December 1, 2018, GRU entered into an employment agreement with Rob Rigg as head of marketing for GRU, which was amended and restated on March 11, 2020. Pursuant to the employment agreement, annual salary of $150,000 is paid in semi-monthly instalments by GRU. Mr. Rigg can be awarded bonuses by GRU from time to time, including a profitability bonus of 20% of base salary. Mr. Rigg is entitled to additional salary of $6,500 per month, paid in either cash or Common Shares, at the discretion of the Corporation. If Corporation chooses to pay the additional salary in Common Shares, the price per share shall be based on the 10-day volume weighted average price (VWAP) of the Common Shares prior to the payment date. Either party can terminate the agreement at any time. If Mr. Rigg is terminated without cause then he is entitled to receive Common Shares equal to $12,500. Mr. Rigg was promoted to Chief Marketing Officer on February 24, 2020.
Termination and Change of Control Benefits
See summary of employment agreements above.
PENSION PLAN BENEFITS
No benefits were paid, and no benefits are proposed to be paid to any Directors or Named Executive Officers under any pension or retirement plan.
The Corporation does not have any plans, other than the Stock Option Plan, pursuant to which cash or noncash compensation is paid or distributed to the Directors and Named Executive Officers.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
Set forth below is a summary of securities issued and issuable under all equity compensation plans for the Corporation as at October 31, 2020. As at October 31, 2020, the Corporation’s Equity Incentive Plan was the only equity compensation plan of the Corporation.
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
Weighted-average exercise price of outstanding options, warrants and rights (b) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| Equity compensation plans approved by security holders | 6,650,000 | $0.15 | 24,711,125 |
| Equity compensation plans not approved by security holders | Nil | N/A | Nil |
| Total | 6,650,000 | $0.15 | 24,711,125 |
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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
No individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Corporation, a proposed nominee for election as a director of the Corporation, and each associate of any such director, executive officer or proposed nominee: (a) is, or at any time since the beginning of the most recently completed financial year of the Corporation has been, indebted to the Corporation or any of its subsidiaries or (b) has indebtedness to another entity that is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
Other than as disclosed in this Information Circular, none of the informed persons of the Corporation (as defined in National Instrument 51-102 Continuous Disclosure Obligations), nor any proposed nominee for election as a Director of the Corporation, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to the issued shares of the Corporation, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which, in either case, has or will materially affect the Corporation and that none of such persons has any material interest in any transaction proposed to be undertaken by the Corporation and will materially affect the Corporation.
On February 5, 2021, the Corporation closed a second tranche non-brokered private placement of an aggregate total of 8,200,000 common shares and 8,200,000 warrants to purchase one common share per warrant for proceeds of $1,312,000. Insiders of the Corporation such as the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer of a material subsidiary and PBIC invested an aggregate of $825,000 in the private placement and received an aggregate of 6,600,000 common shares and 6,600,000 warrants of the Corporation.
CORPORATE GOVERNANCE
Effective June 30, 2006, the securities regulatory authorities in Canada adopted National Instrument 58- 101 Disclosure of Corporate Governance Practices (“NI58-101”) and National Policy 58-201 Corporate Governance Guidelines (“NP 58-201”). NP 58-201 contains a series of guidelines for effective corporate governance. The guidelines deal with such matters as the constitution and independence of corporate boards, their functions, the experience and education of board members and other items dealing with sound corporate governance.
Corporate governance refers to the way the business and affairs of a reporting issuer are managed and relates to the activities of the board, the members of who are elected by and are accountable to the Shareholders. Corporate governance takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. The Board is committed to sound corporate governance practices which are both in the interest of its Shareholders and contribute to effective and efficient decision-making. Pursuant to NI 58-101 the Corporation has established its corporate governance practices.
Board of Directors
Directors are considered to be independent if they have no direct or indirect material relationship with the Corporation. A material relationship is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a Director’s independent judgment.
The independent members of the Board at present are Mr. Abhilash Patel, Mr. Stephen Gledhill and Mr. Sean Conacher. The non-independent Director is Mr. J. Obie Strickler. The proposed slate of Directors will be comprised of three (3) independent Directors (Mr. Abhilash Patel, Mr. Stephen Gledhill and Mr. Sean Conacher) and two (2) non-independent Director (Mr. J. Obie Strickler and Mr. Ryan Kee).
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The Board facilitates its independent supervision over management by having regular Board meetings and by establishing and implementing prudent corporate governance policies and procedures.
The Board has adopted policies to provide leadership for the independent Directors.
All Directors have attended all Board meetings held since the beginning of the Corporation’s most recently completed financial year.
Board of Directors Mandate
The Board approved and adopted its Directors’ mandate. Roles and responsibilities of the Board are those typically assumed by a board of directors.
GENERAL
The fundamental responsibility of the Board is to appoint a competent senior management team and to oversee the management of the business, with a view to maximizing shareholder value and ensuring corporate conduct in an ethical and legal manner via an appropriate system of corporate governance and internal controls.
SPECIFIC
Senior Management Responsibility
| ● | Appoint the CEO and senior officers, approve their compensation, and monitor the CEO’s performance against a set of mutually agreed corporate objectives directed at maximizing shareholder value. |
| ● | In conjunction with the CEO, develop a clear mandate for the CEO, which includes a delineation of senior management’s responsibilities. |
| ● | Ensure that a process is established that adequately provides for succession planning, including the appointing, training and monitoring of senior management. |
| ● | Establish limits of authority delegated to senior management. |
Operational Effectiveness and Financial Reporting
| ● | Annual review and adoption of a strategic planning process and approval of the corporate strategic plan, which takes into account, among other things, the opportunities and risks of the business. |
| ● | Ensure that a system is in place to identify the principal risks to the Corporation and that the best practical procedures are in place to monitor and mitigate the risks. |
| ● | Ensure that processes are in place to address applicable regulatory, corporate, securities and other compliance matters. |
| ● | Ensure that an adequate system of internal control exists. |
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| ● | Ensure that due diligence processes and appropriate controls are in place with respect to applicable certification requirements regarding the Corporation’s financial and other disclosure. |
| ● | Review and approve the Corporation’s financial statements and oversee the Corporation’s compliance with applicable audit, accounting and reporting requirements. |
| ● | Approve annual operating and capital budgets. |
| ● | Review and consider for approval all amendments or departures proposed by senior management from established strategy, capital and operating budgets or matters of policy which diverge from the ordinary course of business. |
| ● | Review operating and financial performance results relative to established strategy, budgets and objectives. |
Ethics, Integrity and Code of Conduct
| ● | Approve a communications policy or policies to ensure that a system for corporate communications to all stakeholders exists, including processes for consistent, transparent, regular and timely public disclosure, and to facilitate feedback from stakeholders. |
| ● | Approve a Business Code of Conduct for Directors, Officers, employees, contractors and consultants and monitor compliance with the Business Code of Conduct and approve any waivers of the Business Code of Conduct for officers and directors. |
Board Process/Effectiveness
| ● | Ensure that Board materials are distributed to Directors in advance of regularly scheduled meetings to allow for sufficient review of the materials prior to the meeting. Directors are expected to attend all meetings. |
| ● | Approve the nomination of Directors. |
| ● | Provide a comprehensive orientation to each new Director. |
| ● | Establish an appropriate system of corporate governance including practices to ensure the Board functions independently of management. |
| ● | Establish appropriate practices for the regular evaluation of the effectiveness of the Board, its committees and its members. |
| ● | Establish committees and approve their respective mandates and the limits of authority delegated to each committee. |
| ● | Review and re-assess the adequacy of the Audit Committee Mandate on a regular basis, but not less frequently than on an annual basis. |
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| ● | Review the adequacy and form of the Directors’ compensation to ensure it realistically reflects the responsibilities and risks involved in being a Director. |
| ● | Each member of the Board is expected to understand the nature and operations of the Corporation’s business, and have an awareness of the political, economic and social trends prevailing in all countries or regions in which the Corporation invests or is contemplating potential investment. |
| ● | Directors shall meet regularly, and in no case less frequently than quarterly, without senior management participation. |
| ● | In addition to the above, adherence to all other Board responsibilities as set forth in the Corporation’s By-Laws, applicable policies and practices and other statutory and regulatory obligations, such as approval of dividends, issuance of securities, etc., is expected. |
POSITION DESCRIPTIONS
How the Board Delineates the Role and Responsibilities of the Chair
A written description has been developed for the Chair of the Board. The fundamental responsibility of the Chair of the Board of Directors of the Corporation is to effectively manage the affairs of the Board.
How the Board Delineates the Role and Responsibilities of the Chief Executive Officer
The Board has developed a written position description of the CEO. The CEO’s objectives are discussed and decided during the Compensation Committee meetings following the CEO’s presentation of the annual plan. These objectives include the mandate to maximize shareholder value. The Board approves the CEO objectives for the Corporation on an annual basis.
Orientation and Continuing Education
When new Directors are appointed they receive orientation, commensurate with their previous experience, on the Corporation’s business, assets, industry, and on the responsibilities of Directors. Board meetings may also include presentations by the Corporation’s management and employees to give the Directors additional insight into the Corporation’s business.
Ethical Business Conduct
The Board of Directors adopted a Code of Conduct for its Directors, Officers, and employees. Since its adoption by the Board, any breach of the Code of Conduct must be brought to the attention of the Board by the CEO or other senior executive of the Corporation. No material change report has ever been filed which pertains to any conduct of a Director or executive officer that constitutes a departure from the Code of Conduct.
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Steps Taken to Ensure Directors Exercise Independent Judgement
Since the adoption of the Code of Conduct, the Board actively monitors compliance with the Code of Conduct and promotes a business environment where employees are encouraged to report malfeasance, irregularities and other concerns. The Code of Conduct has specific procedures for reporting non- compliance practices in a manner which, in the opinion of the Board of Directors, encourages and promotes a culture of ethical business conduct.
In addition, a Director of the Corporation must immediately disclose to the Board any situation that may place him or her in a conflict of interest. Any such declaration of interest is recorded in the minutes of the meeting. The Director abstains, except if required, from the discussion and voting on the question. In addition, an interested Director will excuse himself or herself from the decision-making process pertaining to a contract or transaction in which he or she has an interest.
Nomination of Directors
The Board will consider its size each year when it considers the number of Directors to recommend to the Shareholders for election at the annual meeting of Shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.
The selection of the nominees of the Board is made by the other members of the Board, based on the needs of the Corporation and the qualities required to sit on the Board, including ethical character, integrity and maturity of judgement, the level of experience, their ideas regarding the material aspects of the business, the expertise of the candidates in the fields relevant to the Corporation, the will and ability of the candidates to devote the necessary time to their duties, the Board and its committees, the will of the candidates to serve the Board for numerous consecutive financial periods, and finally, the will of the candidates to refrain from engaging in activities which conflict with the responsibilities and duties of the Director of the Corporation and its Shareholders.
The Corporation may use various sources in order to identify the candidates for the Board, including its own contacts and references from other Directors, Officers, advisors of the Corporation, and executive placement agencies.
The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of Directors required by the Corporation, this policy will be reviewed.
Compensation Committee
The Compensation Committee has the responsibility of evaluating governance, compensation, performance incentives as well as benefits granted to the Corporation’s upper management in accordance with their responsibilities and performance as well as to recommend the necessary adjustments to the Board. This committee also reviews the amount and method of compensation granted to the Directors. The Compensation Committee may mandate an external firm in order to assist it during the execution of its mandate. The Compensation Committee considers time commitment, comparative fees and responsibility in determining compensation. The Compensation Committee is also in charge of establishing the procedure which must be followed by the Corporation in order for it to comply with the guidelines of the Exchange regarding corporate governance. See “Executive Compensation - Compensation Committee” for additional details.
The current Compensation Committee is comprised of J. Obie Strickler, Abhilash Patel and Stephen Gledhill. The Compensation Committee will be comprised of the same individual Directors under the proposed slate of the Directors.
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Directorships
Other than Sean Conacher and Stephen Gledhill, no Director or proposed Director of the Corporation is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction. Sean Conacher is a director of Plant-Based Investment Corporation and Stephen Gledhill is a director of Bhang Inc.
AUDIT COMMITTEE CHARTER
The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities.
The Audit Committee’s primary duties and responsibilities are to:
| ● | Review management’s identification of principal financial risks and monitor the process to manage such risks. |
| ● | Oversee and monitor the Corporation’s compliance with legal and regulatory requirements. |
| ● | Receive and review the reports of the Audit Committee of any subsidiary with public securities. |
| ● | Oversee and monitor the Corporation’s accounting and financial reporting processes, financial statements and system of internal controls regarding accounting and financial reporting and accounting compliance. |
| ● | Oversee audits of the Corporation’s financial statements. |
| ● | Oversee and monitor the qualifications, independence and performance of the Corporation’s external auditors and internal auditing department. |
| ● | Provide an avenue of communication among the external auditors, management, the internal auditing department; and the Board. |
| ● | Report to the Board regularly. |
The Audit Committee has the authority to conduct any review or investigation appropriate to fulfilling its responsibilities. The Audit Committee shall have unrestricted access to personnel and information, and any resources necessary to carry out its responsibility.
The Corporation’s Audit Committee is comprised of J. Obie Strickler (not independent), Abhilash Patel (independent) and Stephen Gledhill (independent). Stephen Gledhill is the chairman of the Audit Committee. Under the proposed slate of Directors, the Audit Committee will be comprised of the same individuals. Based on the experience of the Audit Committee members described below, the Corporation believes that these persons have sufficient knowledge and background to actively participate on the Audit Committee.
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Under the proposed slate of Directors, the Audit Committee will consist of two independent members and one non-independent member. A member of the Audit Committee is independent if the member has no direct or indirect material relationship with the Corporation. A material relationship means a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.
All the proposed Audit Committee members are financially literate. A member of the Audit Committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation. From the experience described above, the Corporation believes that these persons have sufficient knowledge and background to actively participate on the Audit Committee.
Relevant Education and Experience
As set out below, each member of the Corporation’s present Audit Committee has adequate education and experience that is relevant to his performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:
| (a) | an understanding of the accounting principles used by the Corporation to prepare its financial statements and the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and provisions; |
| (b) | experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation’s financial statements or experience actively supervising individuals engaged in such activities; and |
| (c) | an understanding of internal controls and procedures for financial reporting. |
Audit Committee Oversight
The Audit Committee has not made any recommendations to the Board to nominate or compensate any external auditor that was not adopted by the Board.
Reliance on Certain Exemptions
Since the commencement of the Corporation’s most recently completed financial year ended October 31, 2019, the Corporation has not relied on the exemption in Section 2.4 (De Minimis Non-Audit Services) of National Instrument 52-110 Audit Committees (“NI 52-110”) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110. The Corporation is relying upon the exemption in Section 6.1 (Venture Issuers) of NI 52-110.
Pre-Approval Policies and Procedures
The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.
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External Auditor Services Fees
The aggregate fees billed by the Corporation’s external auditors in each of the last three fiscal years for audit fees are as follows:
| Financial Year | Audit Fees ($) |
Audit Related Fees($) |
Tax Fees(1) | All Other Fees ($) |
| Ended October 31, 2020 | $125,000 | $Nil | $9,073 | $Nil |
| Ended October 31, 2019 | $75,000 | $Nil | $10,415 | $Nil |
Notes:
| (1) | Tax Fees include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities. |
Other Board Committees
The Board has no committees other than the Audit Committee, and the Compensation Committee.
Assessments
The Board monitors the adequacy of information given to Directors, communication between the Board and management and the strategic direction and processes of the Board and committees. The Board of Directors does not consider that formal assessments would be useful at this stage of the Corporation’s development. The Board conducts informal annual assessments of the Board’s effectiveness, the individual Directors, the Audit Committee and the Compensation Committee. As part of the assessments, the Board may review its mandate and conduct reviews of applicable corporate policies.
31
ADDITIONAL INFORMATION
Financial information regarding the Corporation is provided in the Corporation’s audited annual consolidated financial statements for the financial years ended October 31, 2020 and 2019 and the accompanying management’s discussion and analysis. Written requests for a copy of the above documents should be directed to the Corporation: c/o Miller Thomson LLP, Scotia Plaza, 40 King St. W., Suite 5800, PO Box 1011, Toronto, Ontario, M5H 3 S1, Attention to Grown Rogue International Inc.: Michael Johnston, CFO and Corporate Secretary.
Additional information concerning the Corporation is also available online at www.sedar.com.
DIRECTORS’ APPROVAL OF INFORMATION CIRCULAR
The contents and the sending of this Information Circular to the Shareholders have been approved by the Board.
DATED at Toronto, Ontario this 7th day of July, 2021.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| (signed) “J. Obie Strickler” | |
| J. Obie Strickler | |
| Director, President and Chief Executive Officer |
32
Exhibit 9
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that Grown Rogue International Inc. (the “Corporation”) will hold its annual meeting of shareholders (the “Meeting”) on August 5, 2021, at 11:00am (Eastern Daylight Time) at the offices of Miller Thomson LLP, Scotia Plaza, 40 King Street West, Suite 5800, Toronto, Ontario, M5H 3S1, for the following purposes:
| 1. | to present the audited consolidated financial statements of the Corporation for its prior years ended October 31, 2020 and 2019, and the independent auditor’s report thereon; |
| 2. | to elect the directors of the Corporation for the ensuing year; |
| 3. | to appoint Dale Matheson Carr-Hilton Labonte LLP as the independent auditors of the Corporation until the next annual meeting of shareholders and authorize the directors to fix the auditors’ remuneration; |
| 4. | to transact any other business properly brought before the Meeting. |
This year to proactively deal with the unprecedented health impact of the novel coronavirus, to mitigate risks to the health and safety of shareholders, employees, other stakeholders and the community at large, and in compliance with current government direction and advice, we will hold a hybrid Meeting, allowing for shareholder participation in-person and via teleconference. Shareholders will have the opportunity to participate at the Meeting via teleconference (if located in Canada or the U.S.) by calling (416) 956-9882 or l-(855)-453-6968 (Conference ID: 3508879) (if located outside of Canada or the U.S., Shareholders should visit https://www.confsolutions.ca/ILT/?cid=5365781 for the applicable dial-in number in the country such shareholder is located in); however, such shareholders will not be able to vote or speak at the Meeting via the teleconference call. Callers should dial in ten to fifteen minutes prior to the scheduled time of the Meeting. All callers will be asked to provide their full legal name for recording purposes.
We strongly encourage shareholders to vote their Common Shares of the Corporation prior to the Meeting by any of the means described in the management information circular for the Meeting dated July 7, 2021 (the “Information Circular”) and to attend the Meeting via teleconference. The Corporation requests that shareholders provide the Corporation with a minimum of five (5) business day’s written notice of an intention to attend the Meeting in-person. Public health restrictions and recommendations in place at the time of the Meeting may require the Corporation to restrict the number of people in attendance at the Meeting, and physical attendance by a shareholder may therefore not be possible.
Any persons attending the Meeting in person will be required to comply with health and safety measures that the Corporation may put in place. You should not attend the Meeting if you or someone with whom you have been in close contact with are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days prior to the Meeting. The Corporation may refuse any Shareholder entrance to the meeting if the Corporation feels to allow entrance would put staff and/or other attendees at the Meeting in harm’s way.
Shareholders of record as at the close of business on June 11, 2021 will be entitled to notice of and to vote at the Meeting. A detailed description of the matters to be acted upon at the Meeting is set forth in the Information Circular. The Corporation has elected to use the notice-and-access provisions under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations (the "Notice-and-Access Provisions") of the Canadian Securities Administrators for the Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Shareholders of the Corporation by allowing the Corporation to post its Information Circular and any additional materials online. Shareholders who would like more information about the Notice-and-Access Provisions may contact the Corporation’s transfer agent, Capital Transfer Agency, ULC, toll-free at 1-844-499-4482. Please see “Notice-and-Access” in the accompanying Information Circular.
The Information Circular and all additional materials have been posted in full online at www.capitaltransferagency.ca and under the Corporation’s SEDAR profile at www.sedar.com. Shareholders are reminded to carefully review the Information Circular and any additional materials prior to voting on the matters being transacted at the Meeting. All Shareholders of record as of June 11, 2021, the record date, will receive a notice and access notification containing instructions on how to access the Corporation’s Information Circular and all additional materials. Copies of: (a) this notice of annual and special meeting of shareholders; (b) the Information Circular; (c) a management form of proxy and instructions in relation thereto (the “Management Proxy”); and (d) the audited consolidated financial statements of the Corporation for its years ended October 31, 2020 and 2019, and the independent auditor’s report thereon may be obtained free of charge by contacting Capital Transfer Agency, ULC at 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2 or by phone at 1-844-499-4482. In order to ensure that a paper copy of the Information Circular and additional materials can be delivered to a Shareholder in time for such Shareholder to review the Information Circular and return a Management Proxy or voting instruction form prior to the deadline to receive proxies, it is strongly suggested that Shareholders ensure their request is received no later than July 23, 2021.
Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting or may be represented by proxy. Shareholders are requested to: (i) sign, date and deliver the Management Proxy to the Corporation’s registrar and transfer agent, Capital Transfer Agency, ULC, 390 Bay Street, Suite 920, Toronto, Ontario M5H 2Y2 Canada or visit www.capitaltransferagency.com/voteproxy, so it is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof; or (ii) return your voting instructions as specified in the request for voting instructions delivered to you, as applicable.
DATED this 7th day of July, 2021.
BY ORDER OF THE BOARD OF DIRECTORS | |
| (signed) “J. Obie Strickler” | |
| J. Obie Strickler | |
| Director, President and Chief Executive Officer |
2
Exhibit 10
GROWN ROGUE INTERNATIONAL INC.
(the “Issuer”)
Request for Financial Statements
Fiscal Year: 2020
In accordance with National Instrument 51-102 – Continuous Disclosure Obligations, registered and beneficial shareholder may elect annually to receive interim (quarterly) financial statements and corresponding management discussion and analysis ("MD&A") and/or annual financial statements and MD&A.
If you wish to receive these documents by mail or email, please return this completed form to:
CAPITAL TRANSFER AGENCY ULC
390 BAY ST., SUITE 920
TORONTO, ON M5H 2Y2
Rather than receiving financial statements by mail, you may choose to view these documents on the SEDAR website at www.sedar.com.
I HEREBY CERTIFY that I am a registered and/or beneficial holder of the Corporation, and as such, request that my name be placed on the Corporation’s Mailing List in respect to its annual and/or interim financial statements and the corresponding MD&A for the current financial year.
| SHAREHOLDER REGISTRATION (PLEASE PRINT CLEAR IN BLOCK LETTERS) | ||||
| STREET ADDRESS | ||||
| CITY | PROV/STATE | POSTAL/ZIP CODE | ||
| COUNTRY (IF NOT CANADA OR USA) | ||||
| IF THIS IS AN ADDRESS CHANGE, PLEASE CHECK THE BOX AND PROVIDE YOUR FORMER ADDRESS BELOW | ||||
| ☐ | ||||
| PLEASE SEND ME THE FOLLOWING: | ||||
| ☐ | Annual Financial Statements with MD&A | |||
| ☐ | Interim Financial Statements with MD&A | |||
| SIGNED | DATE: | |||
| (Signature of Shareholder) |
Exhibit 11
GROWN
ROGUE INTERNATIONAL INC.
(THE “CORPORATION”)
CERTIFICATE
Abridgement
of Time Pursuant to National Instrument 54-101
Communication with Beneficial Owners of Securities of a Reporting Issuer
Reference is made to the annual meeting of shareholders of the Corporation scheduled to be held on August 5, 2021 (the “Meeting”).
I, J. Obie Strickler, President and Chief Executive Officer of the Corporation hereby certify in my capacity as an officer of the Corporation, for and on behalf of the Corporation, and not in my personal capacity, that:
| 1. | All proxy-related materials in connection with the Meeting are being sent in compliance with the applicable timing requirements in Sections 2.9 and 2.12 of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”). |
| 2. | The Corporation has arranged to carry out in connection with the Meeting all of the requirements of NI 54-101 in addition to those described in item 1 above. |
| 3. | The Corporation is relying upon Section 2.20 of NI 54-101 in connection with the abridgement of certain of the time periods specified in NI 54-101 in respect of the Meeting. |
The term “proxy-related materials” as used in this Certificate shall have the meaning ascribed thereto in NI 54-101.
DATED as of this 12th day of July, 2021.
| GROWN ROGUE INTERNATIONAL INC. | ||
| By: | (signed) “J. Obie Strickler” | |
| J. Obie Strickler | ||
| President and Chief Executive Officer |
Exhibit 12
Grown Rogue Issues Shares for Services
Medford, Oregon, July 30, 2021 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a multi-state cannabis company with operations and assets in Oregon and Michigan, has announced that it has issued a total of 131,250 common shares to certain officers of the Company relating to amounts owed for services rendered. All of the above mentioned common shares were issued at a price of $0.20 per share and are subject to a four month and one day hold period expiring on December 1, 2021.
The aforementioned issuances of common shares to certain officers of the Company constitutes a “related party transaction” under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in section 5.5(b) and 5.7(a) of MI 61-101.
About Grown Rogue
Grown Rogue International (CSE: GRIN | OTC: GRUSF) is a vertically-integrated, multi-state Cannabis family of brands on a mission to inspire consumers to “enhance experiences” through cannabis. We have combined an expert management team, award winning grow team, state of the art indoor and outdoor manufacturing facilities, and consumer insight based product categorization, to create innovative products thoughtfully curated from “seed to experience.” The Grown Rogue family of products include sungrown and indoor premium flower, along with nitro sealed indoor and sungrown pre-rolls and jars.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
For further information on Grown Rogue International please visit www.grownrogue.com or contact:
Obie Strickler
Chief
Executive Officer
obie@grownrogue.com
Investor
Relations Desk Inquiries
invest@grownrogue.com
(458) 226-2100
Exhibit 13
Grown Rogue Provides Michigan Update
Medford, Oregon, August 4, 2021 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a multi-state cannabis company with operations and assets in Oregon and Michigan, today announced record revenues for its Michigan operations, through its partner Golden Harvests, LLC (“Golden Harvests”), of over US$0.7M and greater than 60% gross margin for the month of June.
Golden Harvests’ 80,000 sq ft facility has 35,000 sq ft operational that can yield upwards of 5,000 pounds of high quality indoor “A” flower. Golden Harvests is currently operating eight individual flower rooms with weekly harvests. An additional 25,000 sq ft is expected to be operational by June of 2022 increasing annual yields to over 8,000lbs. Grown Rogue’s products are currently only available in approximately 10% of dispensaries in Michigan and the Company is actively expanding the sales team as production capacity increases to establish more market share.
“This record month shows the progress our company and team have made as we continue to scale our low cost, high quality flower business,” said Obie Strickler, CEO of Grown Rogue. “We are excited to continue setting record months as we add additional cultivation rooms and expand our distribution network.”
The quality of Grown Rogue’s flower produced in Michigan through Golden Harvests continues to be recognized around the state driving premium pricing. According to MarketScape, pre-packaged flower has ~20% share of the flower market and sells for significantly higher than bulk flower. Grown Rogue’s nitrogen sealed jars consistently account for 30-40% of monthly company sales and at a price ~25% higher than the state pre-packaged average sales price. Other brands across the state continue to seek Grown Rogue’s flower to use as their own branded flower and pre-rolls.
About Grown Rogue
Grown Rogue International (CSE: GRIN | OTC: GRUSF) is a vertically-integrated, multi-state Cannabis family of brands on a mission to inspire consumers to “enhance experiences” through cannabis. We have combined an expert management team, award winning grow team, state of the art indoor and outdoor manufacturing facilities, and consumer insight based product categorization, to create innovative products thoughtfully curated from “seed to experience.” The Grown Rogue family of products include sungrown and indoor premium flower, along with nitro sealed indoor and sungrown pre-rolls and jars.
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 into Michigan 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 www.sedar.com.
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.
SAFE HARBOR STATEMENT
This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company’s financing plans; (ii) trends affecting the Company’s financial condition or results of operations; (iii) the Company’s growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words “may,” “would,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “intend” and similar expressions and variations thereof are intended to identify forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date hereof. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors including the risk disclosed in the Company’s Form 20-F and 6-K filings with the Securities and Exchange Commission.
DISCLAIMER
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.sedar.com. 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.
For further information on Grown Rogue International please visit www.grownrogue.com or contact:
Obie Strickler
Chief Executive Officer
obie@grownrogue.com
Investor Relations Desk Inquiries
invest@grownrogue.com
(458) 226-2100
2
Exhibit 14
Grown Rogue Appoints Ryan Kee as Chief Financial Officer
Medford, Oregon, August 18, 2021 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a multi-state cannabis company with operations and assets in Oregon and Michigan, today announced the promotion of Ryan Kee as Chief Financial Officer, replacing Michael Johnston who has tendered his resignation to the Company. Mr. Johnston served as the Company CFO since Grown Rogue went public in late 2018. Mr. Kee was also elected during the Company’s latest annual general meeting as a director.
Ryan was formerly the Chief Accounting Officer for Grown Rogue since September 1, 2020. Ryan brings extensive accounting and financial experience to the Company where he has been responsible for improving the Company’s accounting and financial practices by ensuring efficient and accurate maintenance of financial records and timely filing of financial results. He is a Certified Public Accountant with over a decade in accounting and financial reporting experience, primarily with Canadian entities reporting under IFRS. Ryan’s previous experience includes leading finance and accounting teams for mining companies where he implemented a multitude of financial planning and reporting systems as well as work in public accounting assurance services for a regional public accounting firm.
“Ryan has met all of our expectations since joining Grown Rogue a year ago and we are excited for him to take a more active role in the leadership of our financial department as the Company continues to scale,” said Obie Strickler, CEO of Grown Rogue. “We are sorry to lose Mike who was instrumental in getting us public and helping set the foundation for what Ryan is carrying forward.”
“I am excited to take on the new role of CFO for Grown Rogue as we continue to scale and execute on all fronts,” said Mr. Kee. “I look forward to continuing to drive efficiencies and process improvements across all facets of the organization and executing on our long term strategy of being the premier low cost, high quality producer that we have established for ourselves.”
About Grown Rogue
Grown Rogue International Inc. (CSE: GRIN | OTC: GRUSF) is a vertically-integrated, multi-state Cannabis family of brands on a mission to inspire consumers to “enhance experiences” through cannabis. We have combined an expert management team, award winning grow team, state of the art indoor and outdoor manufacturing facilities, and consumer insight based product categorization, to create innovative products thoughtfully curated from “seed to experience.” The Grown Rogue family of products include sungrown and indoor premium flower, along with nitro sealed indoor and sungrown pre-rolls and jars.
DISCLAIMER
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.sedar.com. 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.
For further information on Grown Rogue International please visit www.grownrogue.com or contact:
Obie Strickler
Chief Executive Officer
obie@grownrogue.com
Investor Relations Desk Inquiries
invest@grownrogue.com
(458) 226-2100
2
Exhibit 15
Grown Rogue and Pure Extracts form Joint Venture to Expand Product Offering in Michigan
Medford, Oregon, and Vancouver, British Columbia, August 19, 2021 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a multi-state operating (MSO) cannabis company with operations and assets in Oregon and Michigan, today announced the signing of a Definitive Agreement for a joint venture between its Michigan partner, Golden Harvests, LLC (“Golden”) and Pure Extracts Technologies Corp. (“Pure Extracts”) (CSE: PULL) (OTC: PRXTF) (XFRA: A2QJAJ) to expand Grown Rogue’s product offering and bring Pure Extracts’ portfolio of products to Michigan (the “joint venture”).
In addition to Pure Extracts’ Pure Pulls and Pure Chews, Grown Rogue will be adding to its Michigan product portfolio to include concentrates and cartridges to complement their award-winning flower and their proprietary, 3.5gram, nitrogen sealed flower jars, which is already one of the leading flower brands in the state.
“We are excited to expand our product offering in Michigan to include new products that doubles our addressable market in a top 5 cannabis state,” said Obie Strickler, CEO of Grown Rogue. “We have consumers that actively seek out the processors who purchase our trim for their own products so this joint venture will help fulfill the increasing demand for Grown Rogue’s high quality products in the state of Michigan, increase the strong brand equity our team is building, and capture additional margin for the company.”
Pure Extracts is a plant-based extraction company focused on cannabis and hemp based out of British Columbia, Canada. Pure Extracts will provide a mix of equipment, cash, and extraction expertise to the venture, which will allow the partners to rapidly scale-up to meet the rising demand for processed products throughout the state.
The joint venture plans to build-out 2,600 square feet of existing space in the 80,000 sq ft facility in Bay City, Michigan. The joint venture has the ability to produce Grown Rogue branded concentrates, cartridges, edibles and tinctures as well as similar items under Pure Extracts’ brand. The joint venture will consider building dedicated greenhouse production to provide cheaper processing input for house brands and available white label opportunities.
“We are excited to be teaming up with Grown Rogue, renowned cultivators who have already sold their cannabis products to over 100 dispensaries throughout Michigan, a state where cannabis sales reached a record $171 million in July of this year, up 56% from a year ago,” said Ben Nikolaevsky, CEO of Pure Extracts. “Establishing Pure Extracts’ brands in the United States, the world’s largest and most important cannabis market, is an important milestone for our company.”
About Grown Rogue
Grown Rogue International (CSE: GRIN | OTC: GRUSF) is a vertically integrated, multi-state Cannabis family of brands on a mission to inspire consumers to “enhance experiences” through cannabis. We have combined an expert management team, award winning grow team, state of the art indoor and outdoor manufacturing facilities, and consumer insight based product categorization, to create innovative products thoughtfully curated from “seed to experience.” The Grown Rogue family of products include sungrown and indoor premium flower, along with nitro sealed indoor and sungrown pre-rolls and jars.
About Pure Extracts
Pure Extracts Technology Corp. (CSE: PULL) (OTC: PRXTF) (XFRA: A2QJAJ) features an all-new, state-of-the-art processing facility located just 20 minutes north of world-famous Whistler, British Columbia. The bespoke facility has been constructed to European Union GMP standards aiming towards export sales of products and formulations, including those currently restricted in Canada, into European jurisdictions where they are legally available. Health Canada, under the Cannabis Act, granted Pure Extracts its Standard Processing License on September 25, 2020 and its Sales Amendment on July 19, 2021. The Company’s stock began trading on the Canadian Securities Exchange (CSE) on November 5, 2020.
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 into Michigan 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 www.sedar.com.
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.
2
SAFE HARBOR STATEMENT
This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company’s financing plans; (ii) trends affecting the Company’s financial condition or results of operations; (iii) the Company’s growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words “may,” “would,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “intend” and similar expressions and variations thereof are intended to identify forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date hereof. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors including the risk disclosed in the Company’s Form 20-F and 6-K filings with the Securities and Exchange Commission.
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.sedar.com. 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.
For further information on Grown Rogue International please visit www.grownrogue.com or contact:
Obie Strickler
Chief Executive Officer
obie@grownrogue.com
Investor Relations Desk Inquiries
invest@grownrogue.com
(458) 226-2100
For further information on Pure Extracts Technologies Corp. please visit www.pureextractscorp.com/ or contact:
Pure Extracts Investor Relations
Tel: +1 604 493 2052
info@pureextractscorp.com
3