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: January 7, 2022
Commission File Number: 000-55992
Red White & Bloom Brands Inc.
(Exact name of registrant as specified in its charter)
789 West Pender Street, Suite 810
Vancouver BC 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 ☒ Form 40-F ☐
EXHIBIT INDEX
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.
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Red White & Bloom Brands Inc. |
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By: |
/s/ Edoardo Mattei |
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Edoardo Mattei |
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Chief Financial Officer |
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| Date: June 27, 2023 |
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Exhibit 99.1
Form 51-102F3
Material Change Report
| Item 1 | Name and Address of Company |
Red White & Bloom Brands Inc. (the “Company”)
810 - 789 West Pender Street
Vancouver, BC V6C 1H2
| Item 2 | Date of
Material Change |
December 21, 2021 and December 30, 2021
The new release was filed on SEDAR, disseminated through the facilities
of GlobeNewswire and posted to the Company’s disclosure hall with the Canadian Securities Exchange (the “CSE”).
| Item 4 | Summary of Material Change |
On December 21, 2021, the Company granted 500,000
stock options to a director of the company with an exercise price of $0.40. The options vest over one year. The Company also issued 135,000
restricted share units to a subcontractor for services. The restricted share units vested on issuance.
On December 30, 2021, the Company issued 6,784,812
common shares at $0.75 per share to settle debts of approximately $5.1M.
The Company also refinanced the CAD$12.8 million
principal amount of its “Seven month” vendor take- back note issued to High Street Capital Partners, LLC, in connection with
RWB Florida LLC’s acquisition of all of the issued and outstanding shares of Acreage Florida, Inc. To refinance, the Company entered
into an agreement for an aggregate principal amount of approximately CAD$14.6 million (US$11.5 million) secured debenture (the “Debenture”)
on November 29, 2021 from an arm’s length investor. The Debenture bears interest at the rate of 10% per annum and matures on May
30, 2022 unless accelerated under certain circumstances.
| Item 5 | Full Description of Material Change |
| 5.1 | Full Description of Material Change |
Please see the attached news release for a full description of the Material
Change.
| 5.2 | Disclosure for Restructuring Transactions |
Not applicable.
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| Item 7 | Omitted Information |
Not applicable.
Johannes van der Linde, Director
Phone: 604-687-2038
January 7, 2022
Red White &
Bloom Settles CAD$5.1 Million Debt, Refinances CAD$12.8 Million Acreage Florida Acquisition Note, Grants Stock & Options
TORONTO and ORLANDO – December 30, 2021 (GLOBE NEWSWIRE) -- Red
White & Bloom Brands Inc. (CSE: RWB and OTC:RWBYF) (“RWB” or the “Company”) has issued 6,784,812
shares to settle a CAD$5.1 million (US$4.0 million) debt. The weighted average conversion price is approximately CAD$0.75 per share (US
$0.56). By settling the debt at a favorable conversion price, RWB will realize an accounting gain of approximately CAD$2.3 million (US$1.8
million).
Debt Refinance
Further to its press release of
April 28, 2021, RWB has refinanced the CAD$12.8 million (U.S.$10 million) principal amount of its “Seven month” vendor take-back
note issued to High Street Capital Partners, LLC, in connection with RWB Florida LLC’s acquisition of all of the issued and outstanding
shares of Acreage Florida, Inc. (“Acreage Florida”).
To refinance, RWB entered into an agreement for
an aggregate principal amount of approximately CAD$14.6 million (US$11.5 million) secured debenture (the “Debenture”)
on November 29, 2021 from an arm’s length investor. The Debenture bears interest at the rate of 10% per annum and matures on May
30, 2022 unless accelerated under certain circumstances.
Stock & Option Issuance
Additionally, on December 21, 2021, RWB granted the following:
| · | 500,000
stock options to a member of the board of directors at the price of CAD$0.40 (US$0.31). The
shares will vest in one year. |
| · | 135,000
restricted share units (RSU) to a subcontractor for services at a deemed price of CAD$1.00.
The RSUs vest on issuance. |
All securities issued are subject to a four month and one day hold period
from issuance in accordance with applicable securities laws.
# # #
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 U.S.
markets, including Michigan, Illinois, Massachusetts, Arizona and California with respect to cannabis, and the U.S. and internationally
for hemp-based CBD products. Visit website: www.RedWhiteBloom.com, or follow RWB on social media:
Twitter: @rwbbrands;
Facebook: @redwhitebloombrands;
Instagram: @redwhitebloombrands.
For more information about Red White & Bloom Brands
Inc., please contact:
Tyler Troup, Managing Director
Circadian Group
IR
IR@RedWhiteBloom.com
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 99.2
Red White & Bloom Receives Full Licensing, Commences
Operation of 15,000 Sq. Ft. Michigan Cannabis Manufacturing/Processing Facility
| · | Warren facility to become RWB’s central cannabis manufacturing, processing and distribution hub in Michigan, enabling distribution
of RWB products to Michigan’s 400+ dispensaries -- a $1.8 billion market where Platinum Vape™ was named a Biggest Brand by
LeafLink and the #1 brand vape in Michigan by ArcView. |
| · | 15,000 sq. ft. fully built-out facility, with the latest edibles production equipment already installed, allows RWB to launch chocolates
and gummies alongside Platinum Vape via the same distribution channel. |
| · | First 1000 lbs. of premium flower already received for re-packaging into pre-packed flower and pre-roll offerings. |
| · | Will be adding 30 full-time employees at Warren in the coming weeks, up to 50 in 2022. |
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Red White and Bloom will immediately commence operation of its new Warren
facility as the hub for production and distribution for its wildly popular Platinum Vape® brand vapes, and will soon add gummies and
chocolates for Michigan’s $1.8 billion medical and adult-use markets.
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TORONTO and WARREN, MI, January 18, 2022 (GLOBE NEWSWIRE) -- Red White & Bloom Brands Inc. (CSE:
RWB and OTC:RWBYF) (“RWB” or the “Company”)
a multi-state cannabis operator and house of premium brands, via its RWB Michigan LLC wholly owned subsidiary, has closed on a lease assignment
for a 15,000 sq. ft. manufacturing/processing and distribution facility in Warren, Michigan and has been issued both Medical and Adult
Use (aka “recreational”) licenses. Operations at the facility commenced this week. RWB will immediately begin manufacturing
medical and adult use cannabis products with all necessary equipment already installed and inspections completed.
“This Warren facility allows us to centralize distribution for our
‘house of premium brands’ in Michigan and finally report all of our Platinum Vape™ wholesale sales on a much less confusing
and straightforward basis,” announced RWB CEO and Chairman Brad Rogers. “We will be expanding the wildly popular Platinum
Vape brand to include gummies and chocolates to capitalize on the existing brand equity we command in Michigan. The facility provides
the production capacity to expand sales of our award-winning brands from the 250+ Michigan dispensaries that carry them to the state’s
400+ dispensaries.”
Hiring 30 full-time employees
RWB Michigan will now begin to hire 30 full-time
employees in the coming weeks, with intentions to grow the workforce in Warren to 50 in 2022. A wide variety of positions are available
including many higher-paid, skilled positions ranging from frontline employees to PhDs specializing in product formulations. To apply,
email inquiries and credentials to careers@redwhitebloom.com. In addition, visit www.RedWhiteBloom.com for more information and the job
fair links once they are available.
Platinum Vape Product Expansion
Although most frequently recognized as a leading
vape brand, RWB’s expanded Platinum Vape portfolio includes gummies, chocolates and premium cannabis flower that have proven to
be very popular in California. RWB expects to launch PV gummy and chocolate production immediately and, for the first time, offer these
products outside of California. PV is quickly gaining recognition, with ArcView/Greentank's 2021 Q3 Industry Vape Report naming Platinum
Vape as the #1 brand vape cartridge in Michigan, LeafLink naming it a Biggest Brand in Michigan, and winning a Thrillist “Best of
2020” Edible Award for its Baked Apple Pie Gummies and a Farmer’s Cup 2nd place for its Raspberry Cheesecake Chocolate Bar.
RWB will continue to work on new and exciting formulations and flavors for launch in Michigan and beyond.
# # #
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. Visit website: www.RedWhiteBloom.com, or follow RWB on social media:
Twitter: @rwbbrands;
Facebook: @redwhitebloombrands;
Instagram: @redwhitebloombrands.
CONTACT:
For more information about Red White & Bloom Brands
Inc., please contact:
Tyler Troup, Managing Director
Circadian Group IR
IR@RedWhiteBloom.com
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.
Red White and Bloom Brands (CE) (USOTC:RWBYF)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Red White and Bloom Brands (CE) (USOTC:RWBYF)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
