UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

 

 

FORM 6-K

 

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15b-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report: May 31, 2021

 

Commission File Number:  000-55992

 

 

Red White & Bloom Brands Inc.

(Exact name of registrant as specified in its charter)

 

N/A

(Translation of Registrant’s name into English)

 

810-789 West Pender Street

Vancouver, British Columbia, Canada, V6C 1H2

(Address of principal executive office)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.      Form 20-F x Form 40-F o

 

Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    Yes o No x

 

Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   Yes o No x

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form 6-K is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:    Yes o No x

 

 

 


Explanatory Note

 

Safe Harbor Statement

 

This Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about the registrant and its business.  Forward-looking statements are statements that are not historical facts and may be identified by the use of forward-looking terminology, including the words “believes,” “expects,” “intends,” “may,” “will,” “should” or comparable terminology. Such forward-looking statements are based upon the current beliefs and expectations of the registrant’s management and are subject to risks and uncertainties which could cause actual results to differ materially from the forward-looking statements.

 

Forward-looking statements are not guarantees of future performance and actual results of operations, financial condition and liquidity, and developments in the industry may differ materially from those made in or suggested by the forward-looking statements contained in this Form 6-K. These forward-looking statements are subject to numerous risks, uncertainties and assumptions.  The forward-looking statements in this Form 6-K speak only as of the date of this report and might not occur in light of these risks, uncertainties, and assumptions. The registrant undertakes no obligation and disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

Exhibits

 

The following exhibits are included in this Form 6-K: 

 

Exhibit No.

Description

Date filed on SEDAR

99.1

News Release, Red White & Bloom Brands Provided Extension in Filing Annual Financial Statements.

May 3, 2021

99.2

News Release, Red White & Bloom Releases Update and Advises on Timing of Filing Annual Audited Financial Statements and Management’s Discussion and Analysis.  

May 3, 2021

99.3

News Release, Red White & Bloom Brands Provides Update on Status of Management Cease Trade Order

May 17, 2021

99.4

News Release, Red White & Bloom Shareholders Approve Deferring the Conversion date of the Preferred Shares to October 24, 2021

May 21, 2021

99.5

News Release, Red White & Bloom’s High Times Brand further establishes market demand across 23 Michigan Dispensaries.

May 25, 2021

99.6

Notice of Alteration, Articles

May 24, 2021

99.7

Revised Articles

May 25, 2021

99.8

Report of voting results

May 25, 2021

99.9

News Release, Red White & Bloom Announces Successful Pre-Qualification in the State of Michigan

May 27, 2021

99.10

News Release, Red White & Bloom Brands Provides Update on 2020 Audit

May 31, 2021

 

 

 


2


SIGNATURES

 

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.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Theo van der Linde

 

 

 

Theo van der Linde

 

 

 

Chief Financial Officer

 

 Date:  August 4, 2021

 

 

 

 

 

 

 


3

Exhibit 99.1

PICTURE 2  

NEWS RELEASE

Red White & Bloom Brands Provided Extension in Filing Annual Financial Statements

 

Vancouver, British Columbia – May 3, 2021 – Red White & Bloom Brands Inc., (CSE: RWB)(OTCQX: RWBYF) (the “Company” or “RWB”) announces today that as a result of delays to its audit, the Company’s annual financial statements and accompanying management's discussion and analysis for the fiscal year ended December 31, 2020 (the “Annual Filings”) were not finalized by April 30, 2021, being the date that such filings are due under applicable Canadian securities law requirements. The Company currently expects to file the Annual Filings on or before May 31, 2021 and will issue a news release announcing completion of such filings at such time.

 

The reason for the delay is due to the integration of subsidiaries acquired, the complexity of acquisition transactions and various delays caused by Covid-19 which collectively resulted in the Company not having adequate time and resources available to complete the audit in the allotted time. The Company is working with its auditor (MNP LLP) to complete the audit in a timely manner.

 

The Company has been granted by the British Columbia Securities Commission, as principal regulator for the Company, a management cease trade order under National Policy 12-203 - Management Cease Trade Orders. The Company confirms that it will satisfy the provisions of the alternative information guidelines under NP 12-203 by issuing biweekly default status reports in the form of news releases for so long as it remains in default of the noted filing requirements.

 

During the MCTO, the general investing public will continue to be able to trade in the Company's listed common shares; however, the Company's chief executive office and chief financial officer will not be able to trade in the Company's common shares.

 

About Red White & Bloom Brands Inc.

 

The Company is positioning itself to be one of the top three multi-state cannabis operators active in the U.S. legal cannabis and hemp sector. RWB is predominantly focusing its investments on the major US markets, including Florida, Illinois, California, Michigan, Oklahoma and Arizona with respect to cannabis, and the US and internationally for hemp-based CBD products.

ON BEHALF OF THE BOARD

 

Brad Rogers”  

Brad Rogers, CEO

 

For more information about Red White & Bloom Brands Inc., please contact:



Tyler Troup, Managing Director
Circadian Group IR

IR@RedWhiteBloom.com

 

 

Visit us on the web: www.RedWhiteBloom.com

 

Follow us on social media:
Twitter: @rwbbrands
Facebook: @redwhitebloombrands
Instagram: @redwhitebloombrands

Cautionary Note Regarding Forward-Looking Statements: Information in this press release that involves RWB’s expectations, plans, intentions or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. RWB generally uses words such as “outlook,” “will,” “could,” “would,” “might,” “remains,” “to be,” “plans,” “believes,” “may,” “expects,” “intends,” “anticipates,” “estimate,” “future,” “plan,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming,” and similar expressions to help identify forward-looking statements. In this press release, forward-looking statements include statements regarding: the timing and completion of necessary accounting and review procedures to complete the Annual Filings and other factors beyond our control. Forward-looking statements reflect the then-current expectations, beliefs, assumptions, estimates and forecasts of RWB’s management. The forward-looking statements in this press release are based upon information available to RWB as of the date of this press release. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees of the future performance of RWB and are subject to a number of risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations, including without limitation: failure to negotiate and enter into a definitive agreement with Molecular You; failure to meet regulatory requirements; changes in the market; potential downturns in economic conditions; and other risk factors described in RWB’s public filings available on SEDAR at www.sedar.com. Accordingly, readers should exercise caution in relying upon forward-looking statements and RWB undertakes no obligation to publicly revise them to reflect subsequent events or circumstances, except as required by applicable law.

The CSE and Information Service Provider have not reviewed and does not accept responsibility for the accuracy or adequacy of this release.

Exhibit 99.2

 

Red White & Bloom Releases Update and Advises on Timing of Filing Annual Audited Financial Statements and Management's Discussion and Analysis

 

TORONTO, May 3, 2021 (GLOBE NEWSWIRE) -- Red White & Bloom Brands Inc. (CSE: RWB and OTC: RWBYF) (“RWB” or the “Company”) previously announced that it did not file its audit in advance of the April 30, 2021 deadline. The Company anticipates filing its 2020 audited financial statements on or before May 31, 2021. As a result of today's announcement, RWB is providing certain 2020 and subsequent financial results:

Certain highlights for 2020 and subsequent to the year end:

·System wide product sales1 for the Company, which excludes RWB Michigan, RWB Florida and RWB Illinois, in the fourth quarter of 2020 were approximately CDN $26.5 million, an increase of 218% over the third quarter and the first full quarter post-closing of the Platinum Vape (“PV”) acquisition; 

·RWB closed its acquisition of Acreage Florida, Inc. which included an approximate 114,000 SF facility for cultivation and 8 leased stores. RWB Florida is licensed to operate medical marijuana dispensaries (MMTCs), a processing facility, and a cultivation facility; 

·RWB closed on the acquisition of PV, which is licensed in the State of California and has products available in Michigan and Oklahoma with agreements in place to expand to Arizona; 

·RWB closed on the acquisition of Mid-American Growers, owners of 3.6 million square foot glass greenhouse in the State of Illinois. The Company has since entered into a definitive agreement to purchase one of only 21 cannabis licenses and operations in Illinois, for consideration of approximately US$45 million; 

·RWB has funded US$75 million to PharmaCo, a Michigan based licensed operator that has acquired 18 provisioning centers (dispensaries) and multiple cultivation centers. PharmaCo sales in 2020 were approximately CDN $70 million with 8 stores operating as of the end of 2020;  

·RWB has submitted its applications to regulators in the state of Michigan to complete the acquisition of all the assets of PharmaCo, the closing of which is fully funded; 

·The Company has raised in excess of US$110 million, in both debt and equity, between January 1, 2020 and April 30, 2021; 

·The Company has completed, or has definitive agreements for, the acquisition of THC licensed entities in Michigan, Illinois, Florida, California, and Massachusetts;   

·Total consideration for completed and pending mergers and acquisitions exceeds US$250 million; 

·Once all acquisitions are closed, RWB, and RWB brands will be available in 6 of the top 10 states in the US, measured by cannabis revenue, with sales in 2020 exceeding $8.8B.  


 

Management Commentary

"Despite our frustration with the delay in releasing our results for 2020, we are thrilled with what we have accomplished over the year, and the first few months of 2021. I see a company that has grown from being an arm’s-length investor in Michigan, to a footprint that will see RWB deploy its house of brand strategy in six of the most coveted cannabis markets in the United States”, said Brad Rogers, Chief Executive Officer and Chairman of RWB. "When I reflect on the foundation we’ve set for this company to build on, including our brand strategy, I see a unique approach to the market. In the last 16 months or so we went public, raised over a hundred million dollars, entered into agreements for over a quarter billion dollars of acquisitions, and closed over half of those already. We have a strategy to rapidly build scale in two of the best limited-license markets in the US, and our previous investments in Michigan have already achieved this. In our brand portfolio, we see PV expanding quickly and decisively, while High Times has sold out every time its released in Michigan.”  

Mr. Rogers concluded: "I am incredibly proud of the work our team has accomplished in 2020 and subsequently. Together, we will continue to stay focused on going deeper in our core states, the judicious deployment of capital, and growing our business."

1System wide product sales is a financial measure that is not determined or defined in accordance with the International Financial Reporting Standards, as issued by the International Accounting Standards Board ("IFRS").  System-wide product sales represents the sum of direct sales and indirect sales of PV branded products as well as hemp and CBD sales. It does not include PharmaCo, RWB Illinois or RWB Florida results.

About Red White & Bloom Brands Inc.

The Company is positioning itself to be one of the top three multi-state cannabis operators active in the U.S. legal cannabis and hemp sector. RWB is predominantly focusing its investments on the major US markets, including Michigan, Illinois, Massachusetts, Arizona and California with respect to cannabis, and the US and internationally for hemp-based CBD products.

 

For more information about Red White & Bloom Brands Inc., please contact:

 

Tyler Troup, Managing Director
Circadian Group IR
IR@RedWhiteBloom.com

 

Visit us on the web: www.RedWhiteBloom.com

 

Follow us on social media:
Twitter: @rwbbrands
Facebook: @redwhitebloombrands
Instagram: @redwhitebloombrands

 

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


FORWARD LOOKING INFORMATION

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations.  When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.  There is no assurance that these transactions will yield results in line with management expectations. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

 

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, the following risks: risks associated with the implementation of the Company’s business plan and matters relating thereto, risks associated with the cannabis industry, competition, regulatory change, the need for additional financing, reliance on key personnel, market size, and the volatility of the Company’s common share price and volume.  Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change.  Investors are cautioned against attributing undue certainty to forward-looking statements.

 

There are a number of important factors that could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and information.  Such factors include, among others, risks related to the Company’s proposed business, such as failure of the business strategy and government regulation; risks related to the Company’s operations, such as additional financing requirements and access to capital, reliance on key and qualified personnel, insurance, competition, intellectual property and reliable supply chains; risks related to the Company and its business generally; risks related to regulatory approvals. The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized.  It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. While the Company may elect to, it does not undertake to update this information at any particular time.

 

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE.  READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

 

 

Exhibit 99.3

PICTURE 2  

NEWS RELEASE

Red White & Bloom Brands Provides Update on Status of Management Cease Trade Order

 

Vancouver, British Columbia – May 17, 2021 – Red White & Bloom Brands Inc., (CSE: RWB)(OTCQX: RWBYF) (the “Company” or “RWB”) is providing this update on the status of a management cease trade order granted on May 3, 2021 (the "MCTO") by the British Columbia Securities Commission under National Policy 12-203 – Management Cease Trade Order ("NP 12-203"). On May 3, 2021, the Company announced that, for reasons disclosed in the news release, there would be a delay in the filing of its financial statements and accompanying management’s discussion and analysis for the fiscal year ended December 31, 2020 (the "Annual Filings") beyond the period prescribed under applicable Canadian securities laws (the "Default Announcement").

 

The Company reports that it anticipates filing the Annual Filings on or about May 31, 2021. The Company also anticipates that it will its interim financial statements and accompanying management’s discussion and analysis for the first quarter ended March 31, 2021 on or about June 2, 2021. Further updates on timing will be provided by the Company as necessary.

 

During the MCTO, the general investing public will continue to be able to trade in the Company's listed common shares. However, the Company's chief executive officer and chief financial officer will not be able to trade in the Company's shares.

 

Other than as disclosed in this news release, there are no material changes to the information contained in the Default Announcement. The Company confirms that it intends to satisfy the provisions of NP 12- 203 and will continue to issue bi-weekly default status reports for so long as it remains in default of the Annual Filings requirement.

 

About Red White & Bloom Brands Inc.

 

The Company is positioning itself to be one of the top three multi-state cannabis operators active in the U.S. legal cannabis and hemp sector. RWB is predominantly focusing its investments on the major US markets, including Florida, Illinois, California, Michigan, Oklahoma and Arizona with respect to cannabis, and the US and internationally for hemp-based CBD products.

ON BEHALF OF THE BOARD

 

Brad Rogers”  

Brad Rogers, CEO

 

For more information about Red White & Bloom Brands Inc., please contact:


Tyler Troup, Managing Director
Circadian Group IR

IR@RedWhiteBloom.com

Visit us on the web: www.RedWhiteBloom.com

 

Follow us on social media:
Twitter: @rwbbrands
Facebook: @redwhitebloombrands
Instagram: @redwhitebloombrands

Cautionary Note Regarding Forward-Looking Statements: Information in this press release that involves RWB’s expectations, plans, intentions or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. RWB generally uses words such as “outlook,” “will,” “could,” “would,” “might,” “remains,” “to be,” “plans,” “believes,” “may,” “expects,” “intends,” “anticipates,” “estimate,” “future,” “plan,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming,” and similar expressions to help identify forward-looking statements. In this press release, forward-looking statements include statements regarding: the timing and completion of necessary accounting and review procedures to complete the Annual Filings and other factors beyond our control. Forward-looking statements reflect the then-current expectations, beliefs, assumptions, estimates and forecasts of RWB’s management. The forward-looking statements in this press release are based upon information available to RWB as of the date of this press release. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees of the future performance of RWB and are subject to a number of risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations, including without limitation: failure to negotiate and enter into a definitive agreement with Molecular You; failure to meet regulatory requirements; changes in the market; potential downturns in economic conditions; and other risk factors described in RWB’s public filings available on SEDAR at www.sedar.com. Accordingly, readers should exercise caution in relying upon forward-looking statements and RWB undertakes no obligation to publicly revise them to reflect subsequent events or circumstances, except as required by applicable law.

The CSE and Information Service Provider have not reviewed and does not accept responsibility for the accuracy or adequacy of this release.

Exhibit 99.4

 

Red White & Bloom Shareholders Approve Deferring the Conversion date of the Preferred Shares to October 24, 2021

 

TORONTO, May 21, 2020 (GLOBE NEWSWIRE) -- Red White & Bloom Brands Inc. (CSE: RWB and OTC: RWBYF) (“RWB” or the “Company”) is pleased to report the results of the special meeting of the holders of common shares and the Series 2 convertible preferred shares and a class meeting of the holders of the Series 2 convertible preferred shares held today (the “Special Meeting”).

At the Special Meeting, shareholders representing 99.62% of the votes cast attached to the common shares and the Series 2 preferred convertible shares and 98.44% percent of the votes cast attached to the series 2 convertible preferred shares, voted to approve a special resolution authorizing the Company to alter the articles of the Company that will in effect change the conversion date of the Series 2 convertible preferred shares such that each Series 2 shareholder shall be entitled to convert any whole number of Series 2 convertible preferred shares into validly issued, fully paid and non-assessable common shares on any business day after the eighteenth month anniversary, being October 24th, 2021, of the date upon which the Series 2 convertible preferred shares were issued by the Company (the “Alternation”).

In order for the resolution to pass, the Company required approval from two-thirds (2/3) of the votes cast by the common shareholders and the Series 2 shareholders present in person or represented by proxy at the Special Meeting. Management would like to thank shareholders of their overwhelming support of the Alternation resolution.

After careful consideration from the advice of its professional advisors, among other things, the board of directors believes that the holders of common shares, the holders of Series 2 convertible preferred shares and the Company as a whole will each benefit from the Alteration as it will allow the Company more time to build investor awareness in the Company, which in turn should allow for a more orderly market for the common shares when the Series 2 convertible preferred shares are convertible.

 

About Red White & Bloom Brands Inc.

The Company is positioning itself to be one of the top three multi-state cannabis operators active in the U.S. legal cannabis and hemp sector. RWB is predominantly focusing its investments on the major US markets, including Florida, Illinois, California, Michigan, Oklahoma and Arizona with respect to cannabis, and the US and internationally for hemp-based CBD products.



ON BEHALF OF THE BOARD

 

“Brad Rogers”             

Brad Rogers, CEO

 

 

For more information about Red White & Bloom Brands Inc., please contact:

 

Tyler Troup, Managing Director
Circadian Group IR
IR@RedWhiteBloom.com

 

Visit us on the web: www.RedWhiteBloom.com

 

Follow us on social media:
Twitter: @rwbbrands
Facebook: @redwhitebloombrands
Instagram: @redwhitebloombrands

 

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

 

FORWARD LOOKING INFORMATION

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations.  When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.  The forward-looking statements and information in this press release includes information relating to the new team members expertise and how the Company will benefit from their ability to assist the Company implement its business plan .Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

 

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, the following risks: risks associated with the implementation of the Company’s business plan and matters relating thereto, risks associated with the cannabis industry, competition, regulatory change, the need for additional financing, reliance on key personnel, the potential for conflicts of interest among certain officers or directors, and the volatility of the Company’s common share price and volume.  Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change.  Investors are cautioned against attributing undue certainty to forward-looking statements.

 

There are a number of important factors that could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and information.  Such factors include, among others, risks related to the Company’s proposed business, such as failure of the business strategy and government regulation; risks related to the Company’s operations, such as additional financing



requirements and access to capital, reliance on key and qualified personnel, insurance, competition, intellectual property and reliable supply chains; risks related to the Company and its business generally. The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized.  It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. While the Company may elect to, it does not undertake to update this information at any particular time.

 

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE.  READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.



Exhibit 99.5

 

Red White & Bloom’s High Times Brand[2] further establishes market demand across 23 Michigan Dispensaries

 

-Initial $1.25m (CA) order was > 60% sold through within 2 weeks     

-Pre-orders exceed 10% of some retailer’s total inventory, paying homage to a brand entrenched in the fabric of Michigan’s cannabis culture  

-MRA Reports Michigan’s April Cannabis Sales of US $154 Million, Putting the Current Annualized Run-rate Market at US $1.85 Billion 

 

TORONTO, May 25, 2021 (GLOBE NEWSWIRE) -- Red White & Bloom Brands Inc. (CSE: RWB and OTCQX: RWBYF) (“RWB” or the “Company”) is pleased to announce a successful launch of the High Times branded THC products at 23 dispensaries (provisioning centers) throughout the majority of Michigan[3].

 

PICTURE 1  

 

Brad Rogers, Chairman & CEO Commented: “Watching our brand strategy play out and begin to dominate in an ever increasingly crowded and commoditized market has been very rewarding. Delivering top shelf product that stands behind and supports one of the most recognizable brands with such a storied past is truly an honor and our customers have been overwhelmingly positive to it” Rogers continued “There’s no better brand to end cannabis prohibition with than High Times and RWB is in the perfect markets to leverage that incredible equity to the best customers”




SKU Sales Inventory & Reception:

Phase 1 of the official launch included packaged flower and Prerolls in the following formats: 3.5g Black Label Flower; 3.5g Red Label Flower; 1g Black Label Single Prerolls; 1g Red Label Single Prerolls; 2.5g Black Label 5-pack; 2.5g Red Label 5-pack

 

Wholesale customers, licensed Provisioning Centers, (aka dispensaries) initial purchasing habits were marked by strong demand represented by large orders relative to current overall inventory (>10%) and reported increased consumer foot traffic.

 

In addition to the well-received THC products, the company saw high demand, and sales, of High Times branded “swag,” a profitable marketing feature which enhances brand visibility and loyalty. This first swag drop was a limited run of niche pieces and will be expanded in the coming weeks and months alongside the product line expansion.

 

Sales Insights & Forward Planning:

After only 2 weeks, the overall sell through rate for all wholesale customers exceeded 60% and customers reported the products as a great value.

 

Starting in June, the second line of the brand which is to include vapes, concentrates and edibles will be launched and made available to an expanded wholesale network of dispensaries. The company is also planning to build excitement through more “limited drops” and “collaborations”, which were used to kick off the brand over the last several months, to much fanfare.   

 

Statewide Coverage as of Q2 2021:

Through a network of trusted, top-tier revenue-producing retailers throughout the State, which spans all metropolitan economic areas, Red White & Bloom, through its licensed partner, has effectively launched the High times THC branded products to all corners of Michigan cannabis culture.

 

It is the Company’s strategic plan to see the High Times branded THC products at the highest-trafficked most influential stores in the State and “in-fill” the remaining locations once full cultivation capacity comes online as RWB’s investee commissions several new larger-scale cultivation facilities through 2021.

 

The dispensaries included in the initial drop include:

-5 and Dime Detroit (PC-000205) (MEDICAL ONLY)  

-Motown Meds Detroit (PC-000259) (MEDICAL ONLY) 

-Shake and Bake Detroit (PC-000226) (MEDICAL ONLY) 

-House of Dank 8 Mile Detroit (PC-000178) (MEDICAL ONLY) 

-House of Dank Fort Street, Detroit (PC-000220) (MEDICAL ONLY) 

-House of Dank - BEL-AIR (PC-000180) (MEDICAL ONLY) 

-House of Dank Gratiot, Detroit (PC-000496) (MEDICAL ONLY) 

-House of Dank Livernois, Detroit (PC-000314) (MEDICAL ONLY) 




-Breeze Hazel Park (AU-R-000188) 

-HOD *** New Location***** 

     -     Exclusive Ann Arbor (PC-000064) (AU-R-000100)

     -     H.O.D. YPSILANTI f/k/a VITALITY (PC-000088) (AU-R-000264)

     -     House of Dank Traverse City (PC-000422) (MEDICAL ONLY)

     -     Exclusive Kalamazoo (AU-R-000289) (PC-000292)

     -     Exclusive Grand Rapids (PC-000568) (AU-R-000370)

     -     Remedii Battle Creek (AU-R-000193)(PC-000232)

     -     Elite Wellness Mount Morris (AU-R-000103) and Med

     -    Elite Wellness Jackson (Adult use)

    -    Remedii Morenci (AU-R-000130) (Pc-000260)

   -    Remedii Vassar (AU-R-000194) (PC-000267)

   -    Remedii Roots Bay City (AU-R-000143)(PC-000261)

    -    DOA (Dank on Arrival) Bay City (AU-R-000145)(PC-000249)

    -    Elite Wellness Bay City (rec and med)

 

About Red White & Bloom Brands Inc.

The Company is positioning itself to be one of the top three multi-state cannabis operators active in the U.S. legal cannabis and hemp sector. RWB is predominantly focusing its investments on the major US markets, including Michigan, Illinois, Massachusetts, Arizona and California with respect to cannabis, and the US and internationally for hemp-based CBD products.

 

For more information about Red White & Bloom Brands Inc., please contact:

 

Tyler Troup, Managing Director
Circadian Group IR
IR@RedWhiteBloom.com

 

Visit us on the web: www.RedWhiteBloom.com

 

Follow us on social media:
Twitter: @rwbbrands
Facebook: @redwhitebloombrands
Instagram: @redwhitebloombrands

 

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

 

FORWARD LOOKING INFORMATION

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations.  When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.  There is no assurance that these transactions will yield results in line with management expectations. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.




By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, the following risks: risks associated with the implementation of the Company’s business plan and matters relating thereto, risks associated with the cannabis industry, competition, regulatory change, the need for additional financing, reliance on key personnel, market size, and the volatility of the Company’s common share price and volume.  Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change.  Investors are cautioned against attributing undue certainty to forward-looking statements.

 

There are a number of important factors that could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and information.  Such factors include, among others, risks related to the Company’s proposed business, such as failure of the business strategy and government regulation; risks related to the Company’s operations, such as additional financing requirements and access to capital, reliance on key and qualified personnel, insurance, competition, intellectual property and reliable supply chains; risks related to the Company and its business generally; risks related to regulatory approvals. The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized.  It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. While the Company may elect to, it does not undertake to update this information at any particular time.

 

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE.  READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

 


 

[2] RWB owns the exclusive commercialization and marketing rights to the High Times brand (retail dispensaries, branded THC products and branded delivery) in Michigan, Illinois and Florida.  

[3] RWB has sublicensed its exclusive rights to the High Times brand to its Michigan Investee, PharmaCo.


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Exhibit 99.8

PICTURE 1  

 


Exhibit 99.9

Red White & Bloom Brands Announces Successful Pre-Qualification in the State of Michigan

 

TORONTO, May 27, 2021 (GLOBE NEWSWIRE) -- Red White & Bloom Brands Inc. (CSE: RWB and OTCQX: RWBYF) (“RWB” or the “Company”) multi-state operator in the United States, today announced that it has completed the more comprehensive portion of Michigan’s two-step application process for marijuana licensing through a wholly owned operating subsidiary, RWB Michigan, LLC. The Marijuana Regulatory Agency (“MRA”) pre-qualification represents the authorization of the company to move forward with its full operational strategy in the State and complete the licensing process for its intended facilities. As part of the first step, which is prequalification, all application materials, background checks, and payment of the application fees have been completed.

“Michigan has been one of the highest bars of entry to any market we’ve entered. The regulatory body has done it right and all stakeholders should feel comfort with the level of scrutiny and governance we have to be compliant with as operators. This now provides a path for us to fully execute on our strategy of being the house of brands and being great channel partners to all of our distribution points as well as our own planned flagship retail locations” said RWB CEO and Chairman Brad Rogers. “Entering Michigan provides RWB access to a market with a population of approximately 10 million people, and one, where recent state monthly sales are over US $145 million. Given the number of documents and rigorous background check process, pre-qualification is the most significant regulatory hurdle in the Michigan marijuana licensing process.”

The second and final step in Michigan marijuana licensing includes a review of the proposed establishment’s operating and layout plans including but not limited to facility review, technology and inventory process, and marketing strategy as well as including physical inspection and payment of the license fee once approved.

Rogers concluded: “We are well on our way to meeting this second step upon completion and approval of our revised asset acquisition agreement of the 18 retail locations currently held by our investee as well as certain cultivation and processing facilities. Having started our journey through investments in Michigan, upon completion of the step two process, we can finally deliver to our shareholders the financial results commensurate with our patience and our judicious investments in the great state of Michigan.   We look forward to bringing exceptional quality, price and experience through our house of brands and product lines that are second to none to loyal consumers in Michigan; as we work closely with regulators in Michigan to set new standards as the market continues to evolve.”

 

About Red White & Bloom Brands Inc.

The Company is positioning itself to be one of the top three multi-state cannabis operators active in the U.S. legal cannabis and hemp sector. RWB is predominantly focusing its investments on the major US markets, including Michigan, Illinois, Massachusetts, Arizona and California with respect to cannabis, and the US and internationally for hemp-based CBD products.

 

For more information about Red White & Bloom Brands Inc., please contact:




Tyler Troup, Managing Director
Circadian Group IR
IR@RedWhiteBloom.com

 

Visit us on the web: www.RedWhiteBloom.com

 

Follow us on social media:
Twitter: @rwbbrands
Facebook: @redwhitebloombrands
Instagram: @redwhitebloombrands

 

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

 

FORWARD LOOKING INFORMATION

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations.  When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.  There is no assurance that these transactions will yield results in line with management expectations. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

 

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, the following risks: risks associated with the implementation of the Company’s business plan and matters relating thereto, risks associated with the cannabis industry, competition, regulatory change, the need for additional financing, reliance on key personnel, market size, and the volatility of the Company’s common share price and volume.  Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change.  Investors are cautioned against attributing undue certainty to forward-looking statements.

 

There are a number of important factors that could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and information.  Such factors include, among others, risks related to the Company’s proposed business, such as failure of the business strategy and government regulation; risks related to the Company’s operations, such as additional financing requirements and access to capital, reliance on key and qualified personnel, insurance, competition, intellectual property and reliable supply chains; risks related to the Company and its business generally; risks related to regulatory approvals. The Company




cautions that the foregoing list of material factors is not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized.  It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. While the Company may elect to, it does not undertake to update this information at any particular time.

 

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE.  READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.



Exhibit 99.10

Red White & Bloom Brands Provides Update on 2020 Audit

TORONTO, May 31, 2021 (GLOBE NEWSWIRE) -- Red White & Bloom Brands Inc. (CSE: RWB and OTCQX: RWBYF) (“RWB” or the “Company”), a multi-state cannabis operator and house of premium brands, provides an update on its 2020 audited and Q1 2021 financial statements:

 

In advance of the year-end audit and Q1 results, the Company will be releasing certain financial and operating highlights tomorrow, June 1, 20212.

The Company’s audit firm, MNP LLP (“MNP), has not completed the required audited financial statements for 2020 by the mutually agreed upon deadline of May 31, 2021.

MNP was appointed as the Company’s auditor in September 2020.The Company was informed in mid-April that MNP would require additional time to complete the audit due to to the integration of subsidiaries acquired the Company, the complexity of acquisition transactions and various delays caused by Covid-19 which collectively resulted in the Company and MNP not having adequate time and resources available to complete the audit in the allotted time.  As a result of these delays, the Company filed for an extension with the BCSC and a Management Cease Trade Order was granted which provides the Company until July 2, 2021 to file the financial statements.

Our auditor, MNP, informed the Company on May 20th, 2021 that the lead engagement partner responsible for the Company’s audit, required a sudden, unexpected medical leave of unknown duration.  Unfortunately, MNP has now advised the Company that despite its best efforts over the following week to look at alternatives, including shifting existing resources, rearranging work schedules and altering other commitments, it was ultimately unable to come up with a feasible solution which would provide both the required coverage for an extended period of time and meet the requirements of the Public Company Accounting Oversight Board Auditing Standards in the United States and complete its audit procedures within an acceptable timeframe.

The Company has identified a successor auditor, which MNP has committed to assist, so that the Company can complete its audit. The Company will be filing a change of auditor package with the securities commissions in due course.

About Red White & Bloom Brands Inc.

The Company is positioning itself to be one of the top three multi-state cannabis operators active in the U.S. legal cannabis and hemp sector. RWB is predominantly focusing its investments on the major US markets, including Michigan, Illinois, Massachusetts, Arizona and California with respect to cannabis, and the US and internationally for hemp-based CBD products.

 

For more information about Red White & Bloom Brands Inc., please contact:


2 Subject to regulatory review.




Brad Rogers, CEO and Chairman

604-687-2038

 

Tyler Troup, Managing Director
Circadian Group IR
IR@RedWhiteBloom.com

 

Visit us on the web: www.RedWhiteBloom.com

 

Follow us on social media:
Twitter: @rwbbrands
Facebook: @redwhitebloombrands
Instagram: @redwhitebloombrands

 

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

 

FORWARD LOOKING INFORMATION

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations.  When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.  There is no assurance that these transactions will yield results in line with management expectations. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

 

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, the following risks: risks associated with the implementation of the Company’s business plan and matters relating thereto, risks associated with the cannabis industry, competition, regulatory change, the need for additional financing, reliance on key personnel, market size, and the volatility of the Company’s common share price and volume.  Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change.  Investors are cautioned against attributing undue certainty to forward-looking statements.

 

There are a number of important factors that could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and information.  Such factors include, among others, risks related to the Company’s proposed business, such as failure of the business strategy and government regulation; risks related to the Company’s operations,




such as additional financing requirements and access to capital, reliance on key and qualified personnel, insurance, competition, intellectual property and reliable supply chains; risks related to the Company and its business generally; risks related to regulatory approvals. The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized.  It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. While the Company may elect to, it does not undertake to update this information at any particular time.

 

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE.  READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.