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Rapid Dose Therapeutics Corp Management Reports 2021

Oct 28, 2021

46464_rns_2021-10-27_abf2645e-31f6-4ee9-ae4f-614fcbf3da31.pdf

Management Reports

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Rapid Dose Therapeutics Corp.

Management’s Discussion and Analysis August 31, 2021

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MANAGEMENT’S DISCUSSION AND ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) provides discussion and analysis of the financial condition and results of operations of Rapid Dose Therapeutics Corp. (the “Company”) for the quarter ended August 31, 2021 and should be read in conjunction with the unaudited Condensed Interim Consolidated Financial statements dated August 31, 2021 and the February 28, 2021 audited Consolidated Financial Statements and the accompanying notes which have been prepared in accordance with International Financial Reporting Standards.

The MD&A is the responsibility of management and is dated as of October 27, 2021.

All dollar amounts in the MD&A are stated in Canadian dollars unless otherwise indicated.

Additional information relating to the Company is available on SEDAR at www.sedar.com and the Company’s website at www.rapid-dose.com.

Forward-Looking Statements

Certain statements in this MD&A August contain “forward-looking information,” within the meaning of applicable securities laws, including the “safe harbour provisions” of the Securities Act (Ontario) with respect to the Company. Such statements include, but are not limited to, statements with respect to expectations, projections or other characterizations of future events or circumstances, and our objectives, goals, strategies, beliefs, intentions, plans, estimates, projections and outlook, including statements relating to our plans and objectives, or estimates or predictions of actions of customers, suppliers, competitors or regulatory authorities. These statements are subject to certain risks, assumptions and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. The words “believe”, “plan”, “intend”, “estimate”, “expect”, “anticipate” and similar expressions, as well as future or conditional verbs such as “will”, “should”, “would” and “could” often identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. With respect to forward-looking statements contained in this MD&A, the Company has made assumptions and applied certain factors regarding, among other things: future product pricing; costs of inputs; its ability to market products successfully to its anticipated clients; reliance on key personnel; regulatory requirements; the application of federal and state environmental laws; and the impact of increasing competition. These forward-looking statements are also subject to the risks and uncertainties discussed in the “Risks Factors” section of the CSE Listing Statement as filed on SEDAR and elsewhere in this MD&A and other risks detailed from time to time in the publicly filed disclosure documents of the Company which are available at www.sedar.com and on the Company’s website at www.rapid-dose.com. Forward-looking statements are not a guarantee of future performance and involve risks, uncertainties and assumptions which could cause actual results to differ materially from the conclusions, forecasts or projections anticipated in these forward-looking statements. Because of these risks, uncertainties and assumptions, the reader should not place undue reliance on these forward-looking statements. The Company’s forward-looking statements are made only as of the date of this MD&A and, except as required by applicable law, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new information, future events or circumstances.

See page 16 for Material assumptions and risk factors for forward-looking statements.

The Company

The Company is a public Canadian life-sciences corporation that provides innovative, proprietary, drug-delivery technologies designed to improve outcomes and quality of lives. The Company owns a proprietary oral fast-dissolving drug delivery system, QuickStrip™, which is capable of rapidly releasing into the blood stream a list of pharmaceuticals, emulsified oils and over-the-counter medicines without being degraded or modified by first pass metabolism in the liver. The Company also provides product innovation, production and consultation to the nutraceutical, cannabis healthcare and pharmaceutical manufacturing industries.

The Company is a reporting issuer in Ontario, Alberta and British Columbia and its common shares are listed for trading on the Canadian Securities Exchange (“CSE”) under the trading symbol “DOSE”.

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Overall performance

For the quarter ended August 31 2021, the Company recognized revenue of $324,640 incurred an operating loss of $694,491 and as at August 31, 2021, the Company had a working capital deficiency of $610,578. The Company expects losses to continue in the near term as it completes the final stages of its preparations for global product launches in nutraceuticals, pharmaceuticals, cannabis and vaccines. The continued operation of the Company is dependent upon the support of its creditors and the Company’s ability to secure advances from related parties and debt and equity financings to meet its existing obligations and finance its operations.

During the three month period ended August 31, 2021, the Company financed its operations with the exercise of 1,966,000,000 warrants which had been issued in March 2021 as part of the acquisition of 2544737 Ontario Inc. The exercise of the warrants raised an additional $737,252 and resulted in the issue of 1,966,000 common shares.

The Company continues to actively work to secure advances from related parties and to complete debt and equity financings, however, there is no assurance that the Company will be successful in these efforts.

Sales for the quarter ended August 31, 2021 resulted from shipments of cannabis infused strips produced for Aphria Inc. and Thrive Cannabis. The Company began producing strips for Aphria Inc. upon receipt of a Purchase order for 1,118,000 strips. Sales of other products are awaiting regulatory approvals in Canada, the United States and in the United Kingdom. These approvals remain in process as of October 27, 2021 reflecting the impact of COVID and delays experienced in regulatory processes in Canada and other jurisdictions.

The Company signed sales/distribution agreements in the quarter for Canada and the United Kingdom. These distribution channels provide the Company with access to markets for its products with the sales and marketing support required when introducing new products into the retail systems.

Expenses during the quarter, amounting to $986,433, included personnel costs of $493,621 net of subsidies of $96,536 of IRAP project funding. The IRAP program to date has provided $400,000 of personnel cost recoveries. There were no other government funded programs in the quarter ended August 31, 2021. Personnel costs include $93,262 of stock option compensation under the Company’s share option plan.

An amendment dated June 3, 2020 to Aphria Inc.’s Managed Strip Service Agreement resulted in the termination of Aphria’s exclusive production rights and use of the Company’s production equipment. The equipment was returned to the Company’s Burlington Ontario facility by Aphria and initial purchase order was delivered by Aphria Inc. to produce 1,118,160 cannabis strips under Aphria’s brands. Production commenced in June 2021 resulting in initial shipments in the Quarter ended August 31, 2021 of $241,090.

The Company acquired Consolidated Craft Brands (“CCB”) on March 19, 2021 to provide the Company with a combination of cash, product brands and distribution through strategic partners for consumer goods products aligned with the Company’s existing products. The Company also acquired a late stage, transferrable ACMPR cannabis license application and a fully approved Research and Development Cannabis License. CCB was a majority owned First Nation’s Corporation and after amalgamation is continuing the development of First Nation’s branded products manufactured and distributed by the Company. The Company also acquired certain rights to IP developed by CCB that is consistent with the Company’s “metered dosage” products. Thomas Bryson was retained by the Company as President in order to lead the development of the branded products and strategic partnerships programs.

COVD-19 vaccine project

The challenges of dealing with delivery of COVID-19 vaccines throughout the world has reaffirmed the importance of the need for an alternative delivery of the vaccines, the focus of the collaborative oral delivery system for COVID-19 vaccines research with its university partner, McMaster University. The Company has allocated financial resources, test equipment, research staff and business development expertise and relationships to accelerate the research, testing and to address the opportunities for commercialization. The Company executed significantly important agreements with the University and

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with material supply partners to ensure the research process utilized only the most relevant test materials for analyzing immune responses.

In May 2021, the Company, McMaster University and the National Research Council (NRC) entered into a three-way material transfer agreement which provided the research team at McMaster University in early June 2021 with the Covid-19 spike protein in sufficient quantities to enable animal testing of the QuickStrip™ infused with the spike protein for the purpose of determining the capabilities of developing antibodies from this vaccine delivery method. The COVID pandemic has provided a unique opportunity for the Company to exploit their flagship QuickStrip™ technology as an efficient and effective vaccine delivery method for a variety of viruses including COVID, SARS, Ebola, Yellow Fever and Malaria. The use of the QuickStrip™ simplifies the logistics challenges of delivering vaccines to the world’s most remote communities by eliminating the cost and access to freezer storage and eliminating the requirement to allocate health care professionals for administering needles. The Company is confident that suitable partners in the pharmaceutical industry will be anxious to test infusing their own vaccine formulations into the QuickStrip™ format.

The Company is continuing to develop its commercialization opportunities during the testing phases to ensure that, with successful outcomes, the Company is prepared to execute a go to market plan that covers the shortest possible timelines within the constraints of the regulatory processes for applying and approving a vaccine delivery alternative.

Collaborative Research

On December 10, 2020, the Company filed a provisional patent application with USPTO for a 100% bio-degradable “Therapeutic Infused Beverage Straw” in conjunction with its manufacturing partner WG Group. This filing is a result from the collaborative development project wherein the Company developed a cannabis infused beverage straw. The technology can be used to infuse a variety of different active ingredients within the straw, for dissolution with the drinking of the beverage.

On July 21, 2020, the Company announced the commencement of COVID-19 vaccine research in conjunction with McMaster University and the team lead by Drs. Alex Adronov, James Mahony and Mark Larché. The federally funded project tests the use of QuickStrip™ for administering vaccines orally as a convenient and safe alternative to injection with needles, the currently accepted delivery format for most vaccines.

On June 19, 2020, the Company filed a non-provisional patent with the USPTO for an “Apparatus for and method of converting CBD and/or CBD derivatives to at least one other type of cannabinoid and/or cannabinoid derivative such as THC”. In conjunction with McMaster University and the team lead by Dr. James McNulty, RDT has discovered a new and efficient way to create THC from CBD. This selective method can generate delta 8 or delta 9 THC. The project’s research has continued on subsequent to the non-provisional patent filing with continuing input from the Company’s science research team. These patent applications have been registered in Canada, the United States and in Europe.

On February 4, 2020, the Company secured government funding of $400,000 from The National Research Council of Canada Industrial Research Assistance to support a project focused on commercial development and scale-up manufacturing of cannabis infused QuickStrip™ oral dissolvable film strips. The funding helped the Company to augment product commercialization by enhancing its manufacturing competency while creating new jobs and training skilled technical employees.

On January 23, 2020, the Company announced a new research partnership program entitled “Rapid Delivery of Therapeutics via Dissolution of Polymeric Films” with McMaster University, located in Hamilton, Ontario, Canada. The project focuses on developing novel biopolymer compositions that can offer enhanced drug delivery performance when formulated in oral dissolvable thin films. This research program has been awarded a NSERC Collaborative Research and Development grant by the Natural Sciences and Engineering Research Council of Canada. The project is being administered in conjunction with the vaccine project as a secondary funding source for the McMaster research team.

On September 12, 2019, the Company announced that the results of a bioanalytical research study conducted by the University of Nevada, Las Vegas were published in the scientific journal, Frontiers in Pharmacology. The Company’s QuickStrip™ technology is an oral dispersible thin film drug-delivery

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system that rapidly delivers active medicinal agents directly to the bloodstream via transfer through the sublingual or buccal mucosa (mouth), bypassing metabolism of the active agent in the gastrointestinal tract. A bioanalytical study was conducted to evaluate the QuickStrip™ oral thin film delivery, in mice, of caffeine for onset time, bioavailability, and effects on the central nervous system as measured by high performance liquid chromatography and electroencephalogram (“EEG”), compared to direct administration into the stomach via the gavage method. The study showed that QuickStrip™ delivery resulted in higher serum levels of the active agent measured between 1 minute and 30 minutes following administration, and greater bioavailability compared to gavage. EEG results demonstrated that QuickStrip™ delivery of caffeine is rapidly absorbed, permitting quick and effective access to the central nervous system.

Acquisition of 2544737 Ontario Limited operating as Consolidated Craft Brands (“CCB”). On March 19, 2021, the Company acquired, through a share exchange of 20 million Units, 100% of the common shares of CCB, an early-stage company in the consumer-packaged brands industry focused on developing, manufacturing, and distributing therapeutic wellness products. Immediately after the acquisition, CCB was amalgamated with a newly incorporated wholly owned subsidiary of the Company with the succeeding company carrying on business as CCB.

The acquisition brought to the Company synergistic products, valuable relationships, various business partnerships and experienced management along with a research and development license and a license application in process which would allow for production of products complimentary to the Company’s offerings.

The acquisition is being accounted for as a Business Combination and is, therefore, subject to IFRS 3 “Business Combinations”. Details of the acquisition are as follows:

Fair Value of consideration
transferred
Fair Value Common Shares
Fair Value of Warrants
Recognized amounts of identifiable net assets
Cash
Loan receivable
Accounts receivable
Note receivable
Accrued interest receivable
Government receivable
Inventory
Total current assets
Property and equipment
License application in process
Research and development license
Total non-current assets
Current liabilities
Identifiable net assets
Goodwill on acquisition
Consideration transferred
$
3,492,583
1,295,198
4,787,781
1,864,363
600,000
100,300
50,000
12,427
29,928
15,271
2,672,289
146,451
250,000
25,000
421,451
(35,631)
3,058,109
1,729,672
4,787,781

Each Unit consist of one Common Share and one share purchase Warrant. The Units are subject to an escrow arrangement whereby the Units shall be released in eight tranches over an eleven-month period from closing of the acquisition with the final 20% released at the end of the eleven-month period. The acquisition agreement allows for a reduction of all, or a portion of, the number of final release

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Units upon the occurrence of certain defined events as detailed in the Acquisition Agreement. Each Warrant entitles the holder to acquire, for a two-year period, one Common Share at $0.375 each.

Since the purchase price consideration was both variable (because of the reduction arrangement) and to be issued over time, certain calculations were made to determine the Fair Value of the purchase consideration at the date of closing (“Valuation Date”). This included (a) reduction in Units (b) Fair Value of the Company’s shares to be released over the eight tranches and (c) Fair Value of Warrants to be released over the 8 tranches. The Fair Value of the total consideration was determined to be $4,787,781 consisting of the Fair Value of the Company shares and the Fair Value of the Warrants. In determining the Fair Value of the Company’s shares, a discount was calculated to reflect the receipt of shares over time using the Black-Scholes Option Pricing Model (“BSM”). Under the BSM approach, the Fair Value of shares released from escrow is deemed to be equal to the share price less the cost of a put option for these same shares. The value of the put option represents the right to lock in the value of the RDT Shares at the Valuation Date.

The Warrants are to be released in the same amounts as the shares. In determining the Fair Value of the Warrants, the same BSM inputs were applied as with the shares except for the risk-free rate (2 years to match the Warrant term) and the exercise price of $0.375.

Since the value of the Warrants cannot be locked in at the Valuation Date, the Fair Value of the shares was estimated at each future grant date (each date of the eight tranche dates) using the same values calculated in the share valuation, to determine the Fair Value of the Warrants. The fair Value determined at each tranche date was discounted to the Valuation Date using the discount rate applied throughout the valuation process.

Capital Transactions

Private placements

  • (i) On December 16 2020, the Company raised $899,843 through a non-brokered private placement offering consisting of the issuance of 3,599,370 common share units at a price of $0.25 per common share. In connection with the private placement, the Company paid finders’ fees of $87,150 and issued 3,599,370 warrants with each warrant entitling the holder to purchase one common share for $0.40 per common share until December 16 2022.

  • (ii) On October 9 2019 and October 30 2019, the Company completed tranches of a non-brokered private placement of 1,276,108 common shares at a price of $0.70 per common share for gross proceeds of $893,276. Of the common shares issued, 227,857 common shares were issued to two directors and officers of the Company. In connection with the private placement, the Company paid a finders’ fee of $35,369 and issued 17,684 warrants with each warrant entitling the holder to purchase one common share for $1.00 per common share until October 9 2021.

Warrants

  • (i) On March 29 2021, pursuant to an Advisory Agreement, the Company issued 200,000 Warrants having a two-year term and exercisable during that term at $0.21 each.

  • (ii) On March 29 2021, the Company issued 200,000 Warrants pursuant to a Public Relations Services Agreement having a two-year term and exercisable during that term at $0.24 each;

  • (iii) On June 3, 2021, the Company issued a further 200,000 Warrants pursuant to the same advisory agreement as in (i) having a two-year term and exercisable during that term at $0.21 each;

Share Options

  • (iii) On July 29 2021, pursuant to its Stock Option Plan, the Company granted incentive stock options to acquire 2,100,000 common shares at an exercise price of $0.65 per share. Each has a term of five years and vests equally every six months over first two years;

  • (iv) On March 29 2021, pursuant to its Stock Option Plan, the Company granted incentive stock options to acquire 4,490,000 common shares at an exercise price of $0.24 per share. Each has a term of two years and vests equally every six months over the term;

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  • (i) On July 29 2019, the Company granted 1,000,000 stock options under the Company’s stock option plan to certain officers and employees, with each option entitling the holder to purchase one common share for $0.82 until July 29, 2024.

  • (v) On March 11 2019, the Company granted 4,526,000 stock options under the Company’s stock option plan to certain directors, officers, employees, and consultants, with each option entitling the holder to purchase one common share for $0.82 until March 11 2024.

Credit facility

On August 24 2020, with the assistance of the Company’s financial advisor, Leede Jones Gable Inc., the Company received a commitment for a loan of $3,000,000 which will be: (a) interest-bearing at the rate of 12% per annum on the initial advances of $1,500,000 and 10% per annum on the remaining $1,500,000 payable quarterly in arrears; (b) secured by a general security agreement over all of the Company’s assets; (c) repayable by the Company at any time; and (d) due on August 24 2023. On August 11 2020, the Company received an advance of $500,000 and the remaining $2,500,000 of the loan facility is available in tranches of $500,000 within 15 days of notice provided by the Company to the lender.

The funds are to be used to support the rapid expansion into new markets, the roll out of the Company’s production, provide operating capital for its trade credit and to finance special projects in conjunction with the Company’s strategic business growth strategies.

COVID 19

The Company continues safe practices through the employees compliance with Company policies and procedures required for daily attendance at the Burlington facility. To date there have been no positive cases experienced at the facility. Staff are encouraged to comply with government requests to vaccinate and required to comply with all evidentiary vaccination certificates as and if requested.

The Ministry of Labour, Ontario performed a surprise facility inspection of the Company’s protocol policies, processes and compliance with Ministry regulations during a one-day visit in May 2021. The Company was found to be in compliance in all respects. There have been no active COVID cases at the facility throughout the entire COVID-19 period. The Company continues to monitor staff and visitors and ensure compliance with all safety and government regulations and requirements for preventing or detecting COVID exposure.

Social Responsibility

The Company fosters an environment of social responsibility in every aspect of the business which promotes tolerance, acceptance and care of People, Products and the Planet. The Company remains committed to discovering ways to mitigate excess packaging (within the regulations), reduce overall waste, and find environmental solutions that align with its mission to make an impactful difference in the lives of its customers. As the Company’s plan for the introduction of new Cannabis 2.0 regulated products and non-regulated Hemp topical lotions continue to evolve, research into the various packaging methods has been successful in developing novel formats that encourage environmental responsibility. The Company also continues to reinforce the concept of a remote, flexible workplace, which allows each team member to function from their remote locations and limit face to face meetings to respond to the pandemic safety measures as well as commit to reducing our carbon footprint in as many ways as possible.

In July 2021, RDT consummated an ongoing consulting relationship with A.B. Strategic Ventures (ABSV) in the form of an Individual Contractor Agreement for consulting services. ABSV is an Indigenous consulting firm focused on activating economic development opportunities for its First Nation clientele. ABSV has completed work for over 50 First Nations as project lead and has Joint Ventures with various First Nations business communities. ABSV was a lead party in the RDT-CCB amalgamation, responsible for providing consulting services to the First Nation investors of CCB and ensuring RDT enjoys all the benefits of Indigenous Ownership and access to funding initiatives including access to Health Canada Indigenous Navigator Services.

Distributor agreements

The Company has entered into several supply and sales agreements during the first two quarters (March – August 2021) of its Fiscal Year 2022. These agreements provide opportunities to sell the

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Company’s existing nutraceutical products in Canada and the United Kingdom and cannabis products throughout the Canadian provinces. In addition, the agreements provide the subsidiary, CCB, with distributors for existing and developing product portfolio.

Distributor Date of agreement Term Territory ANCAR Canada Limited May 2, 2021 2 years Canada and United States ANCAR is developing a convenience stores retail channel for nutraceutical products.

Oakland Health

May 26, 2021 3 years United Kingdom

Oakland Health is developing a retail chain presence in the UK offering a suite of the Company’s products. Oakland Health initiated the application for approval of the Company’s CBD from hemp product with the FSA under the Novel Foods Act. The application was submitted in March 2020 and is still in the approval process.

In March 2021 the Company filed for approval of its CBD strip from hemp products with the UK Food Standards Agency (FSA), meeting the deadline for submission for a validated Novel Food application (NFA). Brands that are not compliant with the Novel Foods Regime will be removed form shelves according to the FSA. The Novel Foods process is costly and time consuming. From the date an application is submitted, it can take two years before final approval is granted.

MapleX

March 19 2021 12 months Canada and USA

MapleX has become the Company’s partner for Amazon and Walmart on-line sales. MapleX assists in all facets of the production, purchase and sales process for the Company’s MapleX branded castile soap body wash product line. The roll out of the e-commerce on-line program with Amazon and WalMart commenced in September 2021.

Cannmart Inc.

June 1 2021 12 months Canada

The Company entered into an exclusive agreement with Cannmart providing Cannmart the right to sell the Company’s cannabis products into the provincial cannabis distribution systems. The approval process involves submissions in progress for product/packaging approvals at both the Health Canada and the provincial regulatory organization levels.

Micro Processing Licence

On November 15, 2019, the Company was granted a micro-processing licence by Health Canada for its Burlington, Ontario facility in accordance with the Cannabis Act and Cannabis Regulations. The micro-processing licence will enable the Company to produce cannabis infused QuickStrip[TM] products for the Canadian market under manufacturing agreements with Canadian licensed producers.

On February 21, 2020, the Company received an excise tax licence granted by the Canada Revenue Agency. The excise tax licence will allow the Company to accept delivery of cannabis oil from its customers for the production of QuickStrip™ which will be delivered back to the customers. Health Canada audit for cannabis sales licence

In July 2021 the Company was audited by the Cannabis Directorate of Health Canada for the purpose of obtaining a full cannabis sales licence. The follow-on Inspection Report issued August 13[th] 2021 contained no major or critical observations.

In September 2021, the Company received its sales licence from Health Canada enabling the Company to sell its cannabis products to the Canadian recreational market through the provincial retail distribution channels. Sales of products are anticipated to commence in November 2021 once provincial requirements for packaging, volumes and delivery are confirmed. The sales licence enables the Company to sell directly to the Canadian provincial distributors for the recreational cannabis market where the product is not otherwise distributed by Cannmart.

Managed Strip Services Agreements for cannabis products, international markets

The Company anticipated it would generate ongoing revenue from Managed Strip Services Agreements (each a “MSSA”) where the Company grants licensees the right to use the Company’s QuickStrip™ technology in return for a payment due on signing of the MSSA, a payment due on commissioning of equipment and ongoing payments based on production in their licensed territory.

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The Company had received payments under the licenses prior to production start of amounting to USD$795,000 which was recognized as deferred revenue for amortizing over the life of the contract.

The Company had MSSAs with the following companies:

Licensee Territories Chemesis International Inc. Puerto Rico; California and Michigan in the United States Flower One Holdings Inc. Nevada in the United States Aphria Inc. Canada and Germany

The MSSA with Aphria Inc. (“Aphria”) signed on November 1 2018, was amended to end Aphria’s exclusivity in Canada and global exclusive preferred vendor status which will allow the Company to reach more Canadian medical and recreational users than available through a single customer strategy and enter new markets with other licensed producers. Aphria returned the QuickStrip™ production equipment systems and the Company began producing QuickStrip™ products for Tilray/Aphria (see Manufacturing agreements ) below in the Company’s Burlington Ontario facility.

Manufacturing Agreements

The Company has begun manufacturing private label QuickStrip™ products for the Canadian market at its facilities located in Burlington, Ontario.

The Company has manufacturing agreements with the following companies:

Licensed Date of Term Products Territory
Producer agreement
Thrive Cannabis August 8, 2019 5 years CBD and THC products for Canada
medical and recreational markets
Aphria Inc. June 3, 2020 5 years CBD, and THC products for Canada
medical and recreational markets

Thrive

The Company produces CBD and THC QuickStrip™ products for Thrive which have been introduced by Thrive throughout Canada into the recreational cannabis market commencing in January 2021 QuickStrip produced products are sold by Thrive under the “Being” brand.

Tilray (Aphria)

The Company has a long relationship with Aphria and have been collaboratively working with their product development team on creating a range of flavoured products powered by QuickStrip™. Production of Aphria strips began in August 2021 on receipt of an initial Purchase Order for delivery of 1,118,000 strips. Subsequent to the delivery of the Purchase Order, Aphria merged with Tilray operating under Tilray. All agreements with Aphria continued under the merged entity.

Insurance

Due to the number and size of claims against companies involved in the cannabis industry, a number of insurers providing directors and officers liability insurance (“D&O”) have decided not to insure businesses operating in the Company’s sector. On December 23 2019, the Company’s insurer gave notice that they would not renew the Company’s D&O policy due to the fact the insurer is exiting the sector generally and the Company’s policy expired on February 21 2020. The Company is working with its insurance broker to secure a new insurer; however, there is no assurance that the Company will be able to secure D&O coverage at a reasonable price.

Risks and Uncertainties

There are numerous and varied risks, known and unknown, that may prevent the Company from achieving its goals. If any of these risks occur, the Company’s business, financial condition or results of operation August be adversely affected.

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Limited operating history

Because the Company has a limited operating history and is in an emerging area of business, investors should consider and evaluate its operating prospects in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. These risks may include:

  • risks that it may not have sufficient capital to achieve its growth strategy;

  • risks that it may not develop its product and service offerings in a manner that enables it to be profitable and meet its customers’ requirements;

  • risks that its growth strategy may not be successful;

  • risks that fluctuations in its operating results will be significant relative to its revenues;

  • risks relating to different regulatory regimes in different jurisdictions; and

  • risks relating to evolving and uncertain regulatory regimes.

The Company’s future growth will depend substantially on its ability to address these and other risks described in this section and in its other continuous disclosure materials available on SEDAR and on the Company’s website. If it does not successfully address these risks, its business may be significantly adversely affected.

Managing growth

In order to manage growth and change in strategy effectively, the Company must: (a) maintain adequate systems to meet customer demand; (b) expand sales and marketing, distribution capabilities and administrative functions; (c) expand the skills and capabilities of its current management team; and (d) attract and retain qualified employees. The inability of the Company to deal with this growth may have a material adverse effect on its business, financial condition, results of operations and prospects.

Competition

Due to the nature of the Company’s proprietary delivery system and the multiple barriers of entry, the Company has very few competitors in the nutraceutical and pharmaceutical industries in which the Company operates, the Company anticipates very little initial competition from large, well trenched industry competitors. As well, because of the early stage of the cannabis industry in which the Company will operate, the Company expects to have very limited competition from new entrants. To become and remain competitive, the Company will continue its research and development, marketing, sales and support. The Company does not currently have sufficient resources to finance all of the research and development, marketing and sales support efforts which may be required to gain significant market penetration in each of its vertical markets. The inability to remain competitive as the product lines mature could materially affect the business, financial condition and results of operations of the Company.

Retention, acquisition and integration of skilled personnel

The loss of any member of the Company's management team could have a material adverse effect on its business and results of operations. In addition, the inability to hire new personnel and the increased costs of hiring new personnel could have a material adverse effect on the Company's business and operating results. At present and for the near future, the Company will depend upon a relatively small number of key employees to develop, market, sell and support its products. The expansion of marketing and sales of its products will require the Company to find, hire and retain additional capable employees who can understand, explain, market and sell its products. There is intense competition for capable personnel and the Company may not be successful in attracting, training, integrating, motivating or retaining new personnel, vendors, or subcontractors for these required functions. New employees often require significant training and, in many cases, take significant time before they achieve full productivity. As a result, the Company may incur significant costs to attract and retain employees, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards, and may lose new employees to its competitors or other companies before it realizes the benefit of its investment in recruiting and training them. In addition, as the Company moves into new jurisdictions, it will need to attract and recruit skilled employees in those areas.

Legal proceedings

From time to time, the Company may be a party to legal and regulatory proceedings, including matters involving governmental agencies, entities with whom it does business and other proceedings arising

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in the ordinary course of business. The Company will evaluate its exposure to these legal and regulatory proceedings and, where appropriate, establish reserves for the estimated liabilities in accordance with International Financial Reporting Standards. Assessing and predicting the outcome of these matters involves substantial uncertainties. Unexpected outcomes in these legal proceedings, or changes in management's evaluations or predictions and accompanying changes in established reserves, could have an adverse impact on the Company's financial results.

Regulatory compliance risks

Achievement of the Company's business objectives is contingent, in part, upon compliance with regulatory requirements enacted by governmental authorities and obtaining all regulatory approvals, where necessary, for the sale of its products. The Company may not be able to obtain or maintain the necessary licenses, permits, authorizations or accreditations, or may only be able to do so at great cost, to operate its business. The Company cannot predict the time required to secure all appropriate regulatory approvals for its products, or the extent of testing and documentation that may be required by local governmental authorities. The impact of the compliance regime, any delays in obtaining, or failure to obtain or keep the regulatory approvals may significantly delay or impact the development of markets, products and sales initiatives and could have a material adverse effect on the business, results of operations and financial condition of the Company.

The Company will incur ongoing costs and obligations related to regulatory compliance. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. The Company may be required to compensate those suffering loss or damage by reason of its operations and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to the Company's operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Company.

Reliance on securing and maintaining agreements with licensed partners

The Company must secure service agreements with licensees that have obtained the requisite licenses with the appropriate regulatory authorities in the targeted jurisdictions to grow, store and sell cannabis products (“Licensees”). The failure of a Licensee to comply with the requirements of their license or to maintain their license would have a material adverse impact on the business, financial condition and operating results of the Company. There can be no guarantee that the applicable licenses will be maintained by Licensees or granted to other prospective Licensees in the future.

Product liability

As a distributor of products designed to be consumed by humans, the Company faces an inherent risk of exposure to product liability claims, regulatory action and litigation if its products are alleged to have caused damages, loss or injury. In addition, the sale of the Company's products involves the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Adverse reactions resulting from human consumption of the Company's products alone or in combination with other medications or substances could occur. The Company may be subject to various product liability claims, including, among others, that the Company's products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning health risks, possible side effects or interactions with other substances. A product liability claim or regulatory action against the Company could: i) result in increased costs; ii) adversely affect the Company's reputation with its Licensed Partners and consumers generally; and iii) have a material adverse effect on the results of operations and financial condition of the Company. There can be no assurance that the Company will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of the Company's potential products.

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Intellectual property

The Company has certain proprietary intellectual property, including but not limited to brands, trademarks, trade names, patent applications and proprietary processes. The Company relies on this intellectual property, know-how and other proprietary information, and generally requires employees, consultants and suppliers to sign confidentiality agreements. The company requires all customers, partners and organizations that receive any materials from the Company to sign a Material Transfer Agreement acknowledging the Intellectual property confidentiality, Company ownership and authorized usage However, any confidentiality agreement may be breached, and the Company may not have adequate remedies for such breaches. Third parties may independently develop substantially equivalent proprietary information without infringing upon any of the Company’s proprietary technology. Third parties may otherwise gain access to the Company’s proprietary information and adopt it in a competitive manner. Any loss of intellectual property protection may have a material adverse effect on the Company’s business, results of operations or prospects.

Unfavourable publicity or consumer perception

The success of the Company’s products may be significantly influenced by the public’s perception of marijuana’s medicinal applications. Medical marijuana is a controversial topic, and there is no guarantee that future scientific research, publicity, regulations, medical opinion and public opinion relating to medical marijuana will be favourable. The medical marijuana industry is an early-stage business that is constantly evolving with no guarantee of viability. The market for medical marijuana is uncertain, and any adverse or negative publicity, scientific research, limiting regulations, medical opinion and public opinion relating to the consumption of medical marijuana may have a material adverse effect on our operational results, consumer base and financial results.

Consumer acceptance

There can be no assurance that the Company will develop any product that will be met with widespread consumer acceptance. Both new and established products fail to generate consumer interest on a regular basis. There is no assurance that the Company’s products will be successfully adopted by consumers at one time or will still be in demand in the future. If the Company cannot develop and sell products in commercial quantities, the Company’s current strategy will fail.

Insurance coverage

The Company's production is, in general, subject to different risks and hazards, including adverse weather conditions, fires, other natural phenomena, industrial accidents, labour disputes, changes in the legal and regulatory framework applicable to the Company and environmental contingencies. Although management of the Company believes that the events and amounts of liability covered by its insurance policies will be reasonable, taking into account the risks relevant to its business, and the fact that agreements with users contain limitations of liability, there can be no assurance that such coverage will be available or sufficient to cover claims to which the Company may become subject. If insurance coverage is unavailable or insufficient to cover any such claims, the Company’s financial resources, results of operations and prospects could be adversely affected.

Product recalls

Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labelling disclosure. If any of the Company's products are recalled due to an alleged product defect or for any other reason, the Company could be required to incur the unexpected expense of the recall, remedial action and any legal proceedings that might arise in connection with the recall. The Company may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention. Although the Company has detailed procedures in place for testing its products, there can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if the Company is subject to recall, the image of the Company could be harmed. A recall for any of the foregoing reasons could lead to decreased demand for the Company's products and could have a material adverse effect on the results of operations and financial condition of the Company. Additionally, product recalls may lead to increased scrutiny of the Company's operations by regulatory agencies, requiring further management attention, potential loss of applicable licenses and potential legal fees and other expenses.

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Limited avenues to market and promote products

To be successful, the Company's business must be successfully marketed. The market for the Company's products and services has and is expected to grow significantly and may require substantial sales and marketing capability. The Company will be dependent on independent parties to market its products and services. There can be no assurance that the Company can continue to market or can enter into satisfactory arrangements with third parties to continue to market its products and services in a manner that would assure its growth and acceptance in the marketplace.

Global economy

Financial markets are influenced by the economic and market conditions in other countries, including the United States and other global markets. Although economic conditions in these countries may differ significantly from economic conditions in Canada, investor reactions to developments in these other countries may substantially affect the capital flows into and the market value of securities of issuers with operations in the United States and Canada.

Access to capital

In executing its business plan, the Company makes, and will continue to make, substantial investments and other expenditures related to acquisitions, research and development and marketing initiatives. Since its formation, the Company has financed these expenditures through equity offerings. The Company will have further capital requirements and other expenditures as it proceeds to expand its business and/or take advantage of opportunities for acquisitions or other business opportunities that may be presented to it. The Company may incur major unanticipated liabilities or expenses. The Company can provide no assurance that it will be able to obtain financing to meet its growth needs.

Foreign sales and currency risks

The Company's functional currency is denominated in Canadian dollars. The Company currently expects future sales will be denominated in Canadian and U.S. dollars and may, in the future, have sales denominated in the currencies of additional countries. In addition, the Company incurs the majority of its operating expenses in Canadian dollars. In the future, the proportion of the Company's sales that are international are expected to increase. Such sales may be subject to unexpected regulatory requirements and other barriers. Any fluctuation in the exchange rates of foreign currencies may negatively impact the Company's business, financial condition and results of operations. The Company has not previously engaged in foreign currency hedging. If the Company decides to hedge its foreign currency exposure, it may not be able to hedge effectively due to lack of experience, unreasonable costs or illiquid markets. In addition, those activities may be limited in the protection they provide the Company from foreign currency fluctuations and can themselves result in losses.

Tax risks

The Company will operate and will be subject to income tax and other forms of taxation (which are not based upon income) in multiple tax jurisdictions. Taxation laws and rates which determine taxation expenses may vary significantly in different jurisdictions, and legislation governing taxation laws and rates is also subject to change. Therefore, the Company's earnings may be impacted by changes in the proportion of earnings taxed in different jurisdictions, changes in taxation rates, changes in estimates of liabilities and changes in the amount of other forms of taxation. The Company may have exposure to greater than anticipated tax liabilities or expenses. The Company will be subject to income taxes and non-income taxes in a variety of jurisdictions and its tax structure is subject to review by both domestic and foreign taxation authorities and the determination of the Company's provision for income taxes and other tax liabilities will require significant judgment.

Going concern

As the Company is an early-stage company and has just started to generate revenue, the Company relied on equity and debt financing to finance its operations. The Company moved from start up to product manufacture and commercialization during the fourth quarter of the year ended February 28, 2021 and has increased production throughput continually since initiation manufacturing.

As at August 31, 2021, the Company had reduced its working capital deficiency to $$610,578 (as at February 28, 2021 - $3,942,756) and for the 3 months ended August 31, 2021, the Company recorded a loss of $539,439 (compared to a loss for the year ended February 28, 2021 - $2,297,654). The loss from operations of $694,491 (year ended February 28, 2021 - $2,269,611) and working capital deficiencies limit the Company’s ability to fund its operations.

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Repatriation of profits

As a company holding the stock of operating subsidiaries in other jurisdictions, it is anticipated that a significant amount of the Company's funds will be generated by the Company's operating subsidiaries. The Company's subsidiaries are subject to requirements of various regulatory bodies, both domestically and internationally. Accordingly, if the Company's operating subsidiaries are unable, due to regulatory restrictions or otherwise, to pay dividends and make other payments to the Company when needed, the Company August be unable to satisfy the Company's obligations when they arise.

Management Cease Trade Order June 2021

A management cease trade order was granted on June 29 2021 (the “ MCTO ”) by its principal regulator, the Ontario Securities Commission, in accordance with the alternative information guidelines under National Policy 12-203 - Management Cease Trade Orders (" NP 12-203 "), following the Company’s announcement on June 18 2021 that it would be unable to file its annual audited financial statements, annual management's discussion and analysis and related certifications for the year ended February 28 2021, (collectively, the " Annual Financial Documents ") on June 28 2021, as required under applicable securities laws.

The completion of the Annual Filings, its interim financial statements and corresponding management’s discussion & analysis together with officers’ certificates on August 24, 2021, resulted in the revocation of the MCTO.

Selected Financial Information (For the three months ended August 31 2021, and August 31, 2020)

The following tables show selected financial information for the year ended and as at August 31 2021compared to the year ended and as at August 31 2020. The selected financial information set out below August not be indicative of the Company’s future performance. The information contained in each table should be read in conjunction with the Company’s Consolidated Financial Statements and related notes.

Summary Information
(expressed in thousands of Canadian dollars)
unaudited unaudited
As at & for the quarter
ended August 31,
As at & for the quarter
ended August 31,
2021 2020
$ $
Current assets 1,561
818
Non-current asset 4,887 3,540
Current liabilities 2,171
3,836
Non-current liabilities 522
1,319
Revenue 324 3
Net income (loss) for the period (539)
(442)
Shareholder's equity (deficiency) 3,755 (797)

Results of Operations

The Company recorded an operating loss of $694,491 for the quarter ended August 31, 2021 compared to an operating loss of $462,420 for the quarter ended August 31 2020.

The following Table provides a more detailed break-down of the Company’s financial results for the year ended August 31,2021, compared to the year ended August 31, 2020:

(audited)
(expressed in thousands of Canadian dollars)
For the quarter
ended August 31,
2021
For the quarter
ended August 31,
2020
$ $

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Revenue 324 3
Cost of sales 33 -
Gross Profit 291 3
Operating Expenses
Personnel 400 177
Stock-based compensation 93
-
General and administrative 167 68
Depreciation 153 173
Professional fees 17 (22)
Sales and marketing 22 5
Research and development 98 31
Travel 2 5
Interest 34 28
Total operating expenses 986 465
(Loss) before other income (expenses) (694) (462)
Other Income (Loss) and (expenses):
Foreign exchange gain - 20
Gain on termination of contracts 155 -
Net Income (Loss) for the period (539) (442)

Quarters ended August 31, 2021 and August 31, 2020

The comparative losses reflect the following:

  1. Stock options of $93,262 were expensed in the quarter ended August 31, 2021. There were no charges to income for stock options in the second quarter of 2020.

  2. Staff and personnel expenses were reduced in both fiscal quarters. An IRAP subsidy of $96,535 offset personnel expenses in the quarter ended August 31, 2021. CEWS subsidies of $113,055 were received in the quarter ended August 31, 2020.

  3. Facility rent and occupancy paid during the quarter amounted to $89,733. In the quarter ended August 31, 2020, a government sponsored landlord COVID rent relief program provided cash relief of $22,003 during the month of June 2020.

  4. The Company’s research and development programs were amended in 2020 to recognize the constraints imposed by COVID. The McMaster University research program was put on hold until August 2020 as access to the university campus and its testing facilities was limited. Other thirdparty programs were postponed because of the limited access to both personnel and test facilities. In the quarter ended August 31, 2021 the company incurred patent filing costs of $32,032 (2020$nil) and third party research payments of $45,000 (2020-$12,500).

  5. The gain on termination of contract of $154,812 resulted from the amended agreement with Aphria Inc. which moved strip production from Aphria’s facility in Leamington Ontario to the Company’s Burlington licensed facility. The revision enabled the Company to recognize deposits received from Aphria in 2019 and recorded at that time as deferred revenue in the Company’s accounts. The revision to the agreement provided for the retention and revenue recognition of the deposits by the Company on delivery of the first Purchase Order for strips. As at August 31, 2021 34% of the Purchase Order had been delivered to Aphria with the proportionate amount of deferred revenue recognized in the quarter as a Gain on termination of contracts.

6. Summary of Quarterly Results (expressed in thousands of dollars)

Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2
2020 2020 2021 2021 2021 2021 2022 2022
$ $ $ $ $ $ $ $
(note 1) (note 2) (note 3) (note
4)
Revenue (890) 61 - 4 126 133 131 324
Net Income
(Loss)
(3,018) (971) (495) (442) (512) (849) 128 (539)
Per share loss (0.040) (0.010) (0.008) (0.005) (0.010) (0.010) 0.002 (0.006)

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Notes

  1. The COVID 19 pandemic resulted in the shutdown of operations on March 20, 2020 and a gradual return to full staff complement midway through Q2 of fiscal year 2021.

  2. Health Canada product approvals were obtained by the Company and its customer enabling the production and sale of cannabis infused strips commencing in mid-October 2020.

  3. Gain on termination of US contracts of $833,204 offset an operating loss of $766,407.

  4. Gain on termination of the Canadian MSS contract of $154,812 reduced the operating loss of $694,491.

Liquidity and Capital Resources

As the Company is an early-stage company and has just started to generate revenue, the Company has financed its operations with equity and debt financing. The Company moved from start up to product manufacture and commercialization during the fourth quarter of the year ended February 28, 2021. As at August 31, 2021, the Company had reduced its working capital deficiency to $$610,577 (as at February 28, 2021 - $3,942,756) and for the 3 months ended August 31, 2021, the Company recorded a loss of $539,439 (compared to a loss for the year ended February 28, 2021 - $2,297,654). The loss from operations of $694,491 (year ended February 28, 2021 - $2,269,611) and working capital deficiencies limit the Company’s ability to fund its operations.

Working capital breakdown: $
Cash and cash equivalents 532,256
Trade receivables 190,134
Government grants and HST receivable 138,990
Inventory 429,032
Prepaid expenses 270,951
Total current assets 1,561,363
Less:
Accounts payable and accrued liabilities 1,061,738
Due to a related party 109,000
Loans payable 500,000
Deferred revenue 203,929
Current portion of lease liability 297,273
Total current liabilities 2,171,940
Working capital deficiency 610,577
Less: Non-cash deferred revenue 203,929
Actual working capital deficiency 406,648

For the year ended February 28 2021, the Company had an average monthly cash burn rate of approximately $170,000. During the quarter and for the year ending February 28 2022, the Company estimates that its monthly average cash burn rate will be $275,000.

Material assumptions and risk factors for forward-looking statements

The following table outlines certain forward-looking statements contained in this MD&A and provides material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

Forward-looking statement

Liquidity and Capital Resources “Management is of the opinion that sufficient working capital will be obtained from advances from related parties and equity financings to meet the Company’s liabilities and commitments as they become due.”

Assumption

Advances from related parties and equity financings will be obtained and such advances and financings will be in sufficient amounts to meet the Company’s liabilities and commitments as they come due.

Risk factor

The Company is unable to obtain future financing to meet its liabilities and commitments as they become due.

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Changes in key management personnel

Date

Change

March 19, 2021 Thomas Bryson was appointed President of Rapid Dose Therapeutics Corp. August 13, 2020 Peter Thilo Hasler was appointed as a director. August 29, 2020 Ken Fox resigned as a director. February 28, 2020 Doug Hyland was named interim Chief Financial Officer (“CFO”) to hold the position until such time as a replacement CFO was appointed. February 20, 2020 Donald Sheldon resigned as a director and Miles Nagamatsu resigned as Chief Financial Officer.

Compensation of key management personnel

The Company considers its directors and officers to be key management personnel. Transactions with key management personnel during the three month period ended August 31, 2021 are set out as follows:

Salaries Stock-Based Total
Officers $ $ $
Mark Upsdell, CEO 37,500 7,187 44,687
Jason Lewis, VP Business
Development 37,500 7,187 44,687
Thomas Bryson, President 37,500 11,458 48,958
Douglas Hyland, CFO 37,500 11,458 48,958
150,000 37,920 187,290

During the period the Company issued 600,000 stock options to officers of the Company under the terms of the Company’s Stock Option Plan, all of which vest over two years.

Transactions with related parties

Due to a related party of $129,000 (2020 - $129,000) represents advances from an officer and director. The advances are unsecured and non-interest bearing with $75,000 due on December 9 2021, and $54,000 due on December 30 2021. Subsequent to year end, on April 1 2021, the Company repaid $20,000 of the advances and issued new non-interest bearing notes with a maturity date of April 1 2022, for the remaining advances.

Capital stock

Share capital

Authorized

An unlimited number of common shares without par value

Outstanding

102,687,805 common shares

Share capital transactions

  • (i) On July 28, 2021, the Company granted 2,100,000 stock options under the Company’s stock option plan to certain directors, officers, employees and consultants, with each option entitling the holder to purchase one common share for $0.65 until July 28, 2026. The options shall vest in four semi-annual increments of 25%, commencing January 28, 2022.

  • (ii) During the quarter ended August 31 2021, 1,966,000 warrants were exercised in exchange for one common share for each warrant at a price of $0.375 per common share. A further 55,000 warrants were exercised in exchange for one common share at a price of $0.21 per common share.

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  • (iii) On March 29, 2021, the Company granted 4,490,000 stock options under the Company’s stock option plan to certain directors, officers, employees and consultants, with each option entitling the holder to purchase one common share for $0.24 until March 28, 2023. The options shall vest in four semi-annual increments of 25% commencing September 28, 2021.

  • (iv) 20,000,000 common share units were issued (each, a “Unit”) pursuant to a business combination by way of a three-cornered amalgamation between the Company, 2814882 Ontario Inc., a wholly owned subsidiary of the Company, (Subco”) and 2544737 Ontario Limited, o/a Consolidated Craft Brands, (“CCB”) which closed on March 19, 2021. Each Unit is comprised of one common shares of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”) of the Company, each such Warrant entitling the holder thereof to acquire one Common Share at a price of $0.375 per Common Share at any time on or before March 19, 2023 (note 10).

  • (v) On December 16, 2020, the Company completed a non-brokered private placement of 3,599,370 common shares at a price of $0.25 per common share unit for gross proceeds of $899,843. In connection with the private placement, the Company paid a finder’s fee of $87,150 and issued 3,599,370 warrants with each warrant entitling the holder to purchase one common share for $0.40 per common share until December 16, 2022.

  • (vi) On October 9, 2019 and October 30, 2019, the Company completed tranches of a nonbrokered private placement of 1,276,108 common shares at a price of $0.70 per common share for gross proceeds of $893,276. Of the common shares issued, 227,857 common shares were issued to two directors and officers of the Company. In connection with the private placement, the Company paid a finder’s fee of $35,369 and issued 17,684 warrants with each warrant entitling the holder to purchase one common share for $1.00 per common share until October 9, 2021.

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