6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

THE SECURITIES EXCHANGE ACT OF 1934

Date: May 22, 2020

Commission File No. 0-53646

Grown Rogue International Inc. (formerly Novicius Corp.) 

(Translation of Registrant’s name into English)

340 Richmond Street West

Toronto, Ontario, Canada M5V 1X2

(Address of principal executive office)

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

Form 20-F ☒            Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐            No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐            No ☒

TABLE OF CONTENTS

1.	News Release – Grown Rogue Completes Initial Phase of Facility Improvements in Michigan, as filed on Sedar on May 12, 2020.
2.	News Release – Grown Rogue Closes Private Placement with Cannabis Growth Opportunity Corporation, as filed on Sedar on May 19, 2020.
3.	Early Warning Report (Form 62-103F1), as filed on Sedar on May 19, 2020.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  May 22, 2020	GROWN ROGUE INTERNATIONAL INC.
	(FORMERLY:  NOVICIUS CORP.)
	By:	/s/ Obie Strickler
	Name:	Obie Strickler
	Title:	President & Chief Executive Officer

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EX-99.1

Exhibit 1

 

Grown Rogue Completes Initial Phase of Facility

Improvements in Michigan

Medford, Oregon, May 12, 2020 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a multi-state cannabis company with operations and assets in Oregon, California and Michigan, today announced successful completion of $250,000 USD of initial improvements at Golden Harvests, LLC’s (Golden Harvests”) facility that have increased flowering capacity by nearly 30% and increased product quality in Michigan. The improvements come less than three months after the Company’s majority owned subsidiary GR Michigan, LLC (“GR Michigan”) entered into an agreement to acquire a 60% controlling interest in Golden Harvests pending Municipal and State regulatory approval. Golden Harvests is a fully licensed Michigan based cannabis operator with an approximately 80,000 sq. ft cultivation facility located in Bay City, Michigan.

In addition to adding a new flower room and increasing its flowering capacity, Grown Rogue has helped deliver improvements to existing flower rooms by adding lights, introducing rolling benches, irrigation and environmental controls with the view of increasing efficiency and profitability. Other notable completed improvements include the construction of dedicated drying, curing, trimming and packaging areas along with adding automated fertigation systems—delivering steady water and nutrients to crops with more efficiency—throughout the facility. These improvements and additions, combined with the relocation of one of Grown Rogue’s most experienced growers to Bay City, will assist Golden Harvests in meeting its forecasted 2020 production of 1,500 lbs. of flower, which is a five-times increase versus the 300 lbs. produced in 2019.

The implementation of Grown Rogue SOPs at the Golden Harvests facility, as part of the management services agreement, is already leading to improvements in plant health and higher THC potency with various cultivars, such as Gelato Punch, improving by over 10 percentage points over the past three months.

“We could not be more excited about the rapid progress that has been made at the Bay City facility, ” said Obie Strickler, Grown Rogue CEO, “Over the past three months we have increased capacity, upgraded design elements to meet Grown Rogue standards resulting in improvements of overall health and quality of our flower which has been validated through test results, sale prices and positive retail feedback.”

Golden Harvests remain focused on obtaining a sufficient number of medical and recreational licenses to scale the business. Through these efforts, Golden Harvests has acquired a second medical marijuana license, which now doubles the facility’s allowable plant count to 3,000, and an Adult Use License has also been submitted with expected approval by end of June, pending any potential delays due to Covid-19.

With the cannabis industry granted essential status in Oregon and Michigan during the Covid-19 pandemic, Grown Rogue has continued its operations and followed all state and local guidelines. Strong demand for flower in both Oregon and Michigan from February through April has resulted in consistent sell through at the retail level with an average indoor price in Michigan of approximately $3,100 per lb. and in Oregon $1,100 per lb. for indoor and $700 for sungrown flower.

“Throughout the Covid-19 pandemic Grown Rogue has placed the health and safety of our team and partners first,” said Strickler. “We’re fortunate, in such difficult times, to continue providing jobs and products for our communities and are proud of our multi-state team for their commitment to our company and efforts during these unprecedented times.”

 

In its home state of Oregon, Grown Rogue’s sales have continued to build year-over-year as the company benefits from both an increase in cannabis sales across the state and a continued consumer shift to flower from other means of consumption that became evident in January and continues to trend monthly. Prices of sungrown flower have nearly doubled in Oregon from H1 2019 to H2 2020 with indoor seeing a healthy increase of 10%. The combination of increased prices and sales, along with improved SOPs across the supply chain, are driving steady revenue and profitability growth.

For more information about Grown Rogue please visit www.grownrogue.com

About Grown Rogue

Grown Rogue International (CSE: GRIN | OTC: GRUSF) is a vertically integrated, multi-state Cannabis brand on a mission to inspire consumers to “enhance experiences” through cannabis. We have combined an expert management team, award winning cultivation team, state of the art indoor and outdoor manufacturing facilities, and consumer insight based product categorization, to create innovative products thoughtfully curated from “seed to experience”. The Grown Rogue family of products includes sungrown and indoor premium flower and patented nitrogen sealed pre-rolls and jars.

FORWARD LOOKING STATEMENTS

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

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

Safe Harbor Statement:

This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company’s financing plans; (ii) trends affecting the Company’s financial condition or results of operations; (iii) the Company’s growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words “may,” “would,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “intend” and similar expressions and variations thereof are intended to identify forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date hereof. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Investors are cautioned that any such forward- looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors including the risk disclosed in the Company’s Form 20-F and 6-K filings with the Securities and Exchange Commission.

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

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

Contacts:

Obie Strickler

Chief Executive Officer

obie@grownrogue.com

Investor Relations Desk Inquiries

invest@grownrogue.com

(458) 226-2100

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EX-99.2

Exhibit 2

 

Grown Rogue Closes Private Placement with

Cannabis Growth Opportunity Corporation

NOT FOR DISTRIBUTION IN THE U.S. OR OVER U.S. NEWSWIRES

Medford, Oregon, May 19, 2020 – Grown Rogue International Inc. (“Grown Rogue” or the “Company”) (CSE: GRIN) (OTC: GRUSF), a multi-state cannabis company with operations and assets in Oregon, Michigan and California, is pleased to announce that it has completed a non-brokered private placement offering (the “Offering”) of 10,000,000 units of the Company (the “Units”), at a price of Cdn. $0.10 per Unit, for total gross proceeds of Cdn. $1,000,000.

Pursuant to a subscription agreement, Cannabis Growth Opportunity Corporation (“CGOC”) had committed to invest up to a total of Cdn. $1,500,000 in Grown Rogue, in multiple tranches, as the Company completed certain corporate milestone events to the satisfaction of CGOC. On February 10, 2020, the Company completed the first tranche of the Offering and issued 5,000,000 Units, at a price of Cdn. $0.10 per Unit, for total gross proceeds of Cdn. $500,000.

On May 15, 2020, Grown Rogue completed the final tranche of the Offering and issued 10,000,000 Units, at a price of Cdn. $0.10 per Unit, for total gross proceeds of Cdn. $1,000,000. Each Unit is comprised of one common share (the “Common Shares”) and one common share purchase warrant (the “Warrants”) of the Company. Each Warrant entitles CGOC to acquire one additional common share of Grown Rogue for a period of 24 months from the date of issuance at an exercise price of Cdn. $0.13 per share. Furthermore, the Company may accelerate the expiration date of the Warrants to a period of 30 days following written notice to CGOC in the event that the Company’s Common Shares close at or above Cdn. $0.25 per share for a period of 10 consecutive trading days on the Canadian Securities Exchange. In connection with this tranche of the Offering, Grown Rogue issued an aggregate of 10,000,000 Common Shares and 10,000,000 Warrants. Proceeds from the Offering are intended to be used for general corporate purposes.

In connection with the Offering, Grown Rogue has agreed to provide CGOC with a pre-emptive right to participate in future offerings of the Company in order for CGOC to maintain its respective percentage of ownership at the time of such offering. In addition, the Company has agreed to nominate one board member of Grown Rogue as recommended by CGOC at future shareholder meetings and the ability, if CGOC does not have its nominee on Grown Rogue’s board of directors, to appoint a board observer.

All securities issued pursuant to the Offering are subject to a mandatory hold period of four months and a day under applicable Canadian securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, and there shall be no sale or exchange of the Company’s securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under applicable securities laws.

About CGOC

Cannabis Growth Opportunity Corporation (CSE: CGOC) is an investment corporation that offers unique global exposure to the emerging global cannabis sector. CGOC’s main objective is to provide shareholders long-term total return through its actively managed portfolio of securities, both public and private, operating in, or that derive a portion of their revenue or earnings from products or services related to the cannabis industry.

 

About Grown Rogue

Grown Rogue International (CSE: GRIN | OTC: GRUSF) is a vertically integrated, multi-state Cannabis brand on a mission to inspire consumers to “enhance experiences” through cannabis. We have combined an expert management team, award winning cultivation team, state of the art indoor and outdoor manufacturing facilities, and consumer insight-based product categorization, to create innovative products thoughtfully curated from “seed to experience”. The Grown Rogue family of products includes sungrown and indoor premium flower and patented nitrogen sealed pre-rolls and jars.

FORWARD LOOKING STATEMENTS

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

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

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Safe Harbor Statement:

This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company’s financing plans; (ii) trends affecting the Company’s financial condition or results of operations; (iii) the Company’s growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words “may,” “would,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “intend” and similar expressions and variations thereof are intended to identify forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date hereof. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Investors are cautioned that any such forward- looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors including the risk disclosed in the Company’s Form 20-F and 6-K filings with the Securities and Exchange Commission.

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

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

Contacts:

Obie Strickler 

Chief Executive Officer 

obie@grownrogue.com

Investor Relations Desk Inquiries 

invest@grownrogue.com 

(458) 226-2100

3

EX-99.3

Exhibit 3

Form 62-103F1

Required Disclosure under the Early Warning Requirements

Item 1 – Security and Reporting Issuer

1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

This report relates to common shares (“Shares”) and Share purchase warrants (“Warrants”) of the Issuer (as defined below).

Grown Rogue International Inc. (the “Issuer”) 

340 Richmond Street West

Toronto, Ontario

M5V 1X2

1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

Not applicable. See item 2.2 below.

Item 2 – Identity of the Acquiror

2.1 State the name and address of the acquiror.

Cannabis Growth Opportunity Corporation (the “Securityholder”) 

240 Richmond Street West, Suite 4163

Toronto, Ontario

M5V 1V6

The Securityholder is an investment corporation with an actively managed portfolio of securities of public and private companies operating in, or deriving a significant portion of its revenue or earnings from, products or services related to the cannabis industry.

2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

On May 15, 2020, the Securityholder acquired 10,000,000 units (“Units”) of the Issuer. Each Unit is comprised of one Share and one Warrant. Each Warrant entitles the Securityholder to acquire one Share at a price of $0.13 until May 15, 2022, provided that the Issuer has the right to accelerate the expiry date of the Warrants to 30 days following written notice to the Securityholder if during the term of the Warrants the closing price of the Shares on the Canadian Securities Exchange is at or above $0.25 per Share on each trading day for a period 10 consecutive trading days.

The acquisition of the Units is referred to herein as the “Offering”.

2.3 State the names of any joint actors.

Not applicable.

Item 3 – Interest in Securities of the Reporting Issuer

3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the acquiror’s security holding percentage in the class of securities.

Immediately prior to completion of the Offering, the Securityholder held 20,000,000 Shares and 5,000,000 Warrants of the Issuer, representing approximately 20.74% of the issued and outstanding Shares on a non-diluted basis and approximately 24.65% of the issued and outstanding Shares on a partially diluted basis, assuming the exercise of the all of the Warrants held by the Securityholder.

Pursuant to the Offering, the Securityholder acquired an additional 10,000,000 Shares and 10,000,000 Warrants of the Issuer. After giving effect to the Offering, the Securityholder beneficially owns or controls 30,000,000 Shares and 15,000,000 Warrants, representing approximately 28.19% of the issued and outstanding Shares on a non-diluted basis and approximately 37.06% of the issued and outstanding Shares on a partially diluted basis, assuming the exercise of the all of the Warrants held by the Securityholder.

3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file this report.

The Securityholder acquired ownership of the Shares and Warrants pursuant to the Offering. See item 2.2.

3.3 If the transaction involved a securities lending arrangement, state that fact.

Not applicable.

3.4 State the designation and number or principal amount of securities and the acquiror’s security holding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

Immediately prior to completion of the Offering, the Securityholder held 20,000,000 Shares and 5,000,000 Warrants of the Issuer, representing approximately 20.74% of the issued and outstanding Shares on a non-diluted basis and approximately 24.65% of the issued and outstanding Shares on a partially diluted basis, assuming the exercise of the all of the Warrants held by the Securityholder.

Pursuant to the Offering, the Securityholder acquired an additional 10,000,000 Shares and 10,000,000 Warrants of the Issuer. After giving effect to the Offering, the Securityholder beneficially owns or controls 30,000,000 Shares and 15,000,000 Warrants, representing approximately 28.19% of the issued and outstanding Shares on a non-diluted basis and approximately 37.06% of the issued and outstanding Shares on a partially diluted basis, assuming the exercise of the all of the Warrants held by the Securityholder.

3.5 State the designation and number or principal amount of securities and the acquiror’s security holding percentage in the class of securities referred to in Item 3.4 over which

(a) the acquiror, either alone or together with any joint actors, has ownership and control,

See Item 3.1 above.

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(b) the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and

Not applicable.

(c) the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

Not applicable.

3.6 If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s security holdings.

Not applicable.

3.7 If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.

State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.

Not applicable.

3.8 If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

Not applicable.

Item 4 – Consideration Paid

4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total.

The Securityholder acquired the 10,000,000 Units at a price of $0.10 per Unit for aggregate consideration of $1,000,000 pursuant to the terms of a subscription agreement dated February 10, 2020 between the Issuer and the Securityholder (the “Unit Subscription Agreement”).

4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

See item 4.1 above.

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4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

Not applicable.

Item 5 – Purpose of the Transaction

State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:

(a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;

(b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;

(c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;

(d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

(e) a material change in the present capitalization or dividend policy of the reporting issuer;

(f) a material change in the reporting issuer’s business or corporate structure;

(g) a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;

(h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

(i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; (j) a solicitation of proxies from securityholders;

(k) an action similar to any of those enumerated above.

The Shares and the Warrants were acquired for investment purposes. The Securityholder currently has no current plan or future intentions which relate to, or would result in, acquiring additional securities of the Issuer, disposing of securities of the Issuer, or any of the other actions listed in (a) through (k) above. Depending on market conditions, the Securityholder’s view of the Issuer’s prospects, other investment opportunities and other factors considered relevant by the Securityholder, the Securityholder may from time to time acquire additional securities of the Issuer in the future, in the open market or pursuant to privately negotiated transactions, may sell all or a portion of its securities of the Issuer or may continue to hold the Shares, Warrants or other securities of the Issuer.

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Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

Pursuant to the terms of a voting and resale agreement between the Issuer and the Securityholder, dated February 10, 2020, the Securityholder has agreed to vote a total of 15,000,000 Shares held by it at any and all annual and/or special meetings of the shareholders of the Issuer in such manner as the Issuer may in its absolute and unfettered discretion determine, until August 10, 2021. In addition, the Securityholder has agreed not to sell such 15,000,000 Shares held by it prior to August 10, 2021, without the prior written consent of the Issuer.

Item 7 – Change in Material Fact

If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.

Not applicable.

Item 8 – Exemption

If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids

for the transaction, state the exemption being relied on and describe the facts supporting that reliance.

Not applicable.

Item 9 – Certification

I, as the acquiror, certify, or I, as the agent filing this report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

DATED this 19^th day of May, 2020

“Sean Conacher” (signed)

Name: Sean Conacher

Title: Chief Executive Officer

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