Note 18 - Subsequent Events

Legal Proceedings

Please refer to Note 14 for further discussion.

Issuance of Common Shares

On January 5, 2024, the Company issued 21,160 common shares for vested RSUs. The Company withheld 2,301 common shares to satisfy employees’ tax obligations of less than $0.1 million.

On February 27, 2024, the Company issued 61,314 common shares to the holders of the Senior Secured Bridge Notes to satisfy the amendment fee pertaining to the 2024 NJ Amendment (as defined below).

Extension of INJ Senior Secured Bridge Notes

On February 16, 2024, the Company and INJ entered into another amendment (the “2024 NJ Amendment”) to the Senior Secured Bridge Notes originally issued by INJ on February 2, 2021, with all the holders of such notes in the aggregate initial principal amount of $11.0 million and having a maturity date of February 2, 2024. On February 2, 2024, in order to facilitate the 2024 NJ Amendment, the parties agreed to a short-term extension of the maturity date from February 2, 2024, to February 16, 2024. Pursuant to the 2024 NJ Amendment, the maturity date of the Senior Secured Bridge Notes was extended from February 16, 2024 to February 16, 2026 and the interest rate of the Senior Secured Bridge Notes remains at 12% per annum, but interest accruing after February 16, 2024 will be payable in quarterly cash payments. In addition, the 2024 NJ Amendment provides for an amendment fee equal to 10% of the principal amount of the Senior Secured Bridge Notes as of the date of the 2024 NJ Amendment, or $1.6 million in the aggregate, which is satisfied through the issuance of the Company's common shares at a price per share equal to the volume-weighted average trading price of the Company's common shares on the Canadian Securities Exchange for the twenty (20) consecutive trading days immediately prior to the date of the 2024 NJ Amendment. Lastly, the Company and INJ agreed to utilize twenty-five (25%) of Non-Operational Cash

Receipts in excess of $5.0 million to make payments towards the principal amount outstanding under the Senior Secured Bridge Notes, without penalty. For purposes of the 2024 NJ Amendment, “Non-Operational Cash Receipts” means cash the Company received which is not derived from the sale of cannabis products in the ordinary course of business of the Company, whether through retail, wholesale or otherwise.

Disposition of Certain Massachusetts Assets

On February 9, 2024, the Company's wholly-owned subsidiary, Mayflower, entered into an Asset Purchase Agreement (the "MA Purchase Agreement") with an unaffiliated third-party buyer, pursuant to which, Mayflower agreed to sell certain of its assets associated with its Holliston, Massachusetts cultivation and product manufacturing facility for $3.0 million (the "Purchase Price"). The Purchase Price will be paid as follows: $1.0 million payable in cash at closing and the remaining $2.0 million to be paid in equal monthly installments over 36 months with interest accruing at 7% per annum pursuant to a promissory note. The proceeds from the Purchase Price will be used by the Company to satisfy certain federal tax obligations. The closing of the MA Purchase Agreement is subject to, among other customary conditions, approval of the Massachusetts Cannabis Control Commission.

Disposition of Nevada Assets

On February 23, 2024, the Company's wholly-owned subsidiary, GMNV entered into an Asset Purchase Agreement (the "NV Purchase Agreement") with an unaffiliated, third-party buyer (the "NV Buyer"), pursuant to which, GMNV agreed to sell substantially all of the assets of GMNV to the NV Buyer. GMNV currently operates a co-located medical and adult-use cultivation and production facility in North Las Vegas, Nevada and an adult-use dispensary in Las Vegas, Nevada and holds two conditional adult-use dispensary licenses to be located in Henderson and Reno, Nevada (the "Business"). The aggregate proceeds to be received from the sale are $6.5 million (the "Purchase Price"). The closing of the NV Purchase Agreement is subject to, among other customary conditions, receipt of approval of the Nevada Cannabis Compliance Board (the "NV CCB"). On February 23, 2024, GMNV also entered into a Management Agreement (the "NV Management Agreement"), pursuant to which, the NV Buyer's affiliated entity (the "Manager"), will assume full operational and managerial control of the Business, subject to the approval of the NV CCB, which remains pending. Of the total Purchase Price, $3.5 million is paid in cash at the closing of the NV Purchase Agreement ("Closing") and the remaining balance of the Purchase Price is paid on a quarterly basis, beginning three months after the Closing, over 36 months with interest accruing at 8% per annum.