BODY & MIND INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

The terms “BAM”, “Company”, “we”, “our”, and “us” refer to Body and Mind Inc.
unless the context suggests otherwise.



                           FORWARD-LOOKING STATEMENTS


The following management’s discussion and analysis of the Company’s financial
condition and results of operations (the “MD&A”) contains forward-looking
statements that involve risks and uncertainties. All statements, other than
statements of historical facts, included in this Form 10-Q that address
activities, events or developments that we expect, believe or anticipate will or
may occur in the future are forward-looking statements. These forward-looking
statements are based on assumptions which we believe are reasonable based on
current expectations and projections about future events and industry conditions
and trends affecting our business. However, whether actual results and
developments will conform to our expectations and predictions is subject to a
number of risks and uncertainties that, among other things, could cause actual
results to differ materially from those contained in the forward-looking
statements, including, without limitation, the Risk Factors set forth in our
Annual Report on Form 10-K for the fiscal year ended July 31, 2022, including
the consolidated financial statements and related notes contained therein. These
factors, or any one of them, may cause our actual results or actions in the
future to differ materially from any forward-looking statement made in this
document. Refer to “Forward-looking Statements” as disclosed in our Annual
Report on Form 10-K for the fiscal year ended July 31, 2022.



Introduction


This MD&A is focused on material changes in our financial condition from July
31, 2022
, our most recently completed year end, to October 31, 2022, and our
results of operations for the three months ended October 31, 2022, and should be
read in conjunction with Item 7, Management’s Discussion and Analysis of
Financial Condition and Results of Operations as contained in our Annual Report
on Form 10-K for the fiscal year ended July 31, 2022.



Company Overview


Body and Mind is a multi-state cannabis operator, which has retail,
distribution, cultivation, and/or processing operations in Nevada, California,
Arkansas, Michigan and Ohio.

Our platform approach to expansion focuses on limited license states and
jurisdictions, entering new markets through lower cost license applications and
opportunistic/targeted acquisitions.

We have developed the marquis lifestyle “Body and Mind” brand in Nevada with
strong penetration into dispensaries and have recently expanded our brand and
products to dispensaries in California. The Body and Mind brand appeals to a
wide range of cannabis consumers with products including flower, oils, extracts
(wax, live resin, ambrosia) and edibles.

We have a track record of producing award-winning cannabis products and we have
success with winning licenses in new states and jurisdictions.

We are a Nevada corporation that, through our wholly-owned subsidiary, Nevada
Medical Group, LLC
(“NMG”), are engaged in the cultivation and production of
medical and adult-use recreational marijuana products. NMG produces cannabis
flower, oil extracts and edibles under license in the state of Nevada, which are
available for sale under the brand name “Body and Mind” in dispensaries in
Nevada.

In April 2020, we closed the San Diego ShowGrow dispensary transaction, which is
owned 60% by our wholly-owned subsidiary, NMG San Diego, LLC (“NMG SD”), and has
received all licenses, permits and authorizations required to conduct medical
and adult-use commercial cannabis retail operations. The San Diego ShowGrow
dispensary opened in early July 2020. We, through our wholly-owned subsidiary,
NMG Long Beach, LLC (“NMG LB”), have been managing the Long Beach dispensary
operations, received all approvals and final license transfer for the
dispensary, which was transferred to NMG LB at the end of August 2020 and is
expected to close in the near future.




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On July 11, 2021, we announced receipt of local approval for a cannabis
manufacturing facility in Cathedral City, California and execution of a lease
for the facility. We have applications in process with the California Bureau of
Cannabis Control
(BCC) for a type “N” manufacturing license, and with the
California Department of Public Health (CDPH) for a distribution license, which
is anticipated to allow us to manufacture and distribute our BaM branded flower
products, extracts, oils and edibles. The company has received state and local
approvals to advance the manufacturing facility and is evaluating the expansion
opportunity.

On November 30, 2021, we, through our wholly owned subsidiary, DEP Nevada, Inc.,
a Nevada corporation (“DEP”) entered into two membership interest purchase
agreements with Canopy Monterey Bay, LLC (“Canopy”) and the membership interest
owners of Canopy to acquire an aggregate of 100% of Canopy, which owns a retail
dispensary in the limited license jurisdiction of Seaside, California, called
“The Reef.” The Company through DEP completed the acquisition of all of the
membership interests of Canopy on December 7, 2022.

In Ohio, we, through NMG, were managing the fully operational The Clubhouse
dispensary located in Elyria, Ohio, which was owned by NMG Ohio LLC, of which we
owned 30% through our subsidiary NMG, and had an agreement to acquire the
remaining 70% of NMG Ohio LLC. We received all approvals and final license and
name transfer from the Ohio Department of Pharmacy in early September 2020 and
transferred the dispensary license and all assets and liabilities associated
with such dispensary from NMG Ohio LLC to a 100% owned subsidiary of Body and
Mind
; however, the transfer of the remaining 70% interest in NMG Ohio LLC to NMG
did not occur until NMG Ohio LLC receives a production license. On September 17,
2021
, the final award of the production license was transferred to our wholly
owned subsidiary, NMG OH P1 LLC, and the transaction closed resulting in NMG now
owning 100% of NMG Ohio.

In Arkansas, we, through NMG, manage the “Body and Mind” branded medical
marijuana dispensary including cultivation in West Memphis, Arkansas. The
dispensary opened on April 27, 2020 and the cultivation commenced operations on
April 6, 2021 On Octpber 28, 2020, the dispensary was awarded best dispensary in
Arkansas by Ark420.com.

In Michigan we, through NMG MI 1, Inc. opened a retail location in Muskegon
Michigan
on February 2, 2022 and operate the dispensary as a Body and Mind
branded dispensary. On September 21, 2021 we announced the Company has leased a
commercial building in Manistee, MI with the intent of developing a cultivation
facility with 50,000 square feet of canopy as well as a production facility. On
April 7, 2022 the Company announced it would pause development of the
cultivation and production developments. The Company continues to evaluate the
projects.

On December 21, 2022, the Company, its wholly-owned subsidiary, DEP, BaM Body and Mind Dispensary NJ Inc., a New Jersey corporation and wholly-owned
subsidiary of DEP (the “Merger Sub”), CraftedPlants NJ Corp., a New Jersey
corporation ( “CraftedPlants”) and certain shareholders of the CraftedPlants
entered into an Agreement and Plan of Merger whereby Merger Sub merged with and
into CraftedPlants, and following the consummation of the merger, which occurred
on December 21, 2022, CraftedPlants, as the surviving entity of the merger,
became a wholly-owned subsidiary of DEP and changed its name to BaM Body and
Mind Dispensary NJ, Inc. BaM Body and Mind Dispensary NJ, Inc. leases a New
Jersey
retail location with local cannabis-use approval, and is currently
working on attaining final state licensure in New Jersey.

Our common stock is listed on the Canadian Securities Exchange under the symbol
“BAMM” and our common stock is posted for trading on the OTCQB Venture Market
under the symbol “BMMJ.”

Our head office located at 750 – 1095 West Pender Street, Vancouver, British
Columbia
, Canada V6E 2M6.




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Intercorporate Relationships



The following is a list of all of our subsidiaries and the corresponding date of
jurisdiction of incorporation or organization and the ownership interest of
each. All of our subsidiaries are directly or indirectly owned by us:




  Name of Entity           Place of          Ownership     Date of
                    Incorporation/Formation   Interest   Acquisition
                                                         or formation
DEP Nevada Inc.(1)        Nevada, USA           100%      August 10,
                                                             2017
Nevada Medical            Nevada, USA           100%     November 14,
Group, LLC(2)                                                2017
NMG Long Beach,         California, USA         100%     December 18,
LLC(3)                                                       2018
NMG Cathedral City,     California, USA         100%      January 4,
LLC(4)                                                       2019
NMG San Diego,          California, USA         60%      January 30,
LLC(5)                                                       2019
NMG Ohio LLC(6)            Ohio, USA            100%      April 27,
                                                             2017
NMG OH 1, LLC(7)           Ohio, USA            100%     January 30,
                                                             2020
NMG OH P1, LLC(8)          Ohio, USA            100%     January 30,
                                                             2020
NMG MI 1, Inc.(9)        Michigan, USA          100%       June 24,
                                                             2021
NMG MI P1 Inc. (10)      Michigan, USA          100%       June 24,
                                                             2021
NMG MI C1 Inc. (11)      Michigan, USA          100%       June 24,
                                                             2021
Canopy Monterey         California, USA         100%     November 30,
Bay, LLC (12)                                                2021
NMG CA P1, LLC(13)      California, USA         100%      January 7,
                                                             2020
NMG CA C1, LLC(14)      California, USA         100%      October 7,
                                                             2020
BaM Body and Mind       New Jersey, USA         100%     December 21,
Dispensary NJ,                                               2022
Inc.(15)




Notes:
    (1)  DEP Nevada Inc. is a wholly-owned subsidiary of Body and Mind Inc.
    (2)  Nevada Medical Group, LLC is a wholly-owned subsidiary of DEP Nevada Inc.
    (3)  NMG Long Beach, LLC is a wholly-owned subsidiary of DEP Nevada Inc..
    (4)  NMG Cathedral City, LLC is a wholly-owned subsidiary of DEP Nevada Inc.
         and was dissolved on March 8, 2022.
    (5)  NMG San Diego, LLC is a 60% owned subsidiary of DEP Nevada Inc..
    (6)  NMG Ohio LLC is a wholly-owned subsidiary of Nevada Medical Group LLC
    (7)  NMG OH 1, LLC is a wholly-owned subsidiary of DEP Nevada Inc.
    (8)  NMG OH P1, LLC is a wholly-owned subsidiary of DEP Nevada Inc.
    (9)  NMG MI 1, Inc. is a wholly-owned subsidiary of DEP Nevada, Inc.
    (10) NMG MI P1 Inc. is a wholly-owned subsidiary of DEP Nevada, Inc.
    (11) NMG MI C1 Inc. is a wholly-owned subsidiary of DEP Nevada, Inc.
    (12) Canopy Monterey Bay, LLC is a wholly-owned subsidiary of DEP Nevada, Inc.
    (13) NMG CA P1, LLC is a wholly-owned subsidiary of DEP Nevada, Inc.
    (14) NMG CA C1, LLC is a wholly-owned subsidiary of DEP Nevada, Inc.
    (15) BaM Body and Mind Dispensary NJ, Inc. (formerly, CraftedPlants NJ Corp.)
         is a wholly-owned subsidiary of DEP Nevada, Inc.




Business Operations



Development of Our Business



Incorporation and Early Corporate History

We were incorporated on November 5, 1998 in the State of Delaware under the name
Concept Development Group, Inc. In May 2004, we acquired 100% of Kaleidoscope
Venture Capital, Inc.
(formerly Vocalscape Networks, Inc.) and changed our name
to Vocalscape, Inc. In November 2005, we changed our name to Nevstar Precious
Metals Inc.
In September 2008, we changed our name to Deploy Technologies Inc.
(“Deploy Tech”) and effective November 14, 2017, we changed our name to Body and
Mind, Inc.
(“Body and Mind”).

On September 15, 2010, we incorporated a wholly-owned subsidiary, Deploy
Acquisition Corp.
(“Deploy”) under the laws of the State of Nevada, USA. On
September 17, 2010, Deploy completed a merger with Deploy Tech, its former
parent company, pursuant to which Deploy was the surviving corporation and
assumed all the assets, obligations and commitments of Deploy Tech. Upon the
completion of the merger Deploy assumed the name “Deploy Technologies Inc.” and
all of the issued and outstanding common stock of Deploy Tech was automatically
converted into and became Deploy’s – that is, our Company’s issued and
outstanding common stock.




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On May 10, 2011, we registered as an extra-provincial company in British
Columbia
, and on September 30, 2011, we filed a certificate of amendment with
the Nevada Secretary of State to designate 2,900,000 shares of our authorized
capital stock as Class A Preferred Shares (the “Preferred Shares”). On September
2, 2014
, we filed a certificate of amendment with the Nevada Secretary of State
increasing the authorized Preferred Shares from 2,900,000 shares to 20,000,000
shares.

On November 11, 2014, we filed a certificate of change with the Nevada Secretary
of State whereby we reverse split our authorized as well as the issued and
outstanding shares of common stock (the “Common Shares”) on the basis of one (1)
new share for ten (10) old shares. This resulted in a reduction of our
authorized capital from 100,000,000 Common Shares to 10,000,000 Common Shares,
and a reduction of our issued and outstanding Common Shares from 23,130,209
Common Shares to approximately 2,313,021 Common Shares. On April 11, 2017, we
filed a certificate of amendment with the Nevada Secretary of State to increase
the authorized capital from 10,000,000 Common Shares to 900,000,000 Common
Shares.

Acquisition of Nevada Medical Group, LLC

On September 14, 2017, we, with DEP, entered into a definitive agreement (the
“Share Exchange Agreement”) with Nevada Medical Group, LLC (“NMG”), whereby DEP
acquired all of the issued and outstanding securities of NMG in exchange for (a)
16,000,000 post reverse-split Common Shares, (b) $2,000,000 cash, and (b)
promissory notes (the “Promissory Notes”) in the aggregate principal amount of
$2,000,000, to the NMG securityholders on a pro rata basis in accordance with
their respective ownership interest in NMG. The Promissory Notes were secured by
a senior priority security interest in all of our assets, and were due to be
repaid at the earlier of fifteen (15) months from the closing date of the Share
Exchange Agreement, or, if an equity or debt financing subsequent to the
Concurrent Financing (as defined below) were to be closed in an aggregate amount
of not less than $5,000,000, then within 30 days of the closing date of such
subsequent financing. The Share Exchange Agreement closed on November 14, 2017.

Pursuant to the Share Exchange Agreement, we changed our name to “Body and Mind,
Inc.
“, effective on November 14, 2017, by filing a certificate of amendment with
the Nevada Secretary of State; at the same time, we cancelled our entire
authorized class of Preferred Shares. In addition, on November 14, 2017, we
filed a certificate of change with the Nevada Secretary of State whereby we
reverse split our issued and outstanding Common Shares on the basis of one (1)
new share for three (3) old shares (the “Consolidation”) which resulted in there
being 28,239,876 Common Shares issued and outstanding post-Consolidation.
Subsequent to completion of the Share Exchange Agreement, we filed articles of
exchange with the Nevada Secretary of State.

Concurrent with the Share Exchange Agreement, we completed an equity financing
to raise aggregate gross proceeds of CAD$6,007,430 through the issuance of
subscription receipts (the “Subscription Receipts”), at a pre-Consolidation
price of CAD$0.22 per Subscription Receipt (the “Concurrent Financing”). On
November 14, 2017, each Subscription Receipt was exchanged in accordance with
its terms, for no additional consideration, for one pre-Consolidation Common
Share and one common share purchase warrant (each a “Warrant”) of the Company.
Each Warrant was exercisable by the holder at a price of CAD$0.90 for a period
of 24 months from the date of issuance.

On completion of the Share Exchange Agreement, we assumed the business of NMG,
being the cultivation and production of medical marijuana products.




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Convertible Loan and Management Agreements with Comprehensive Care Group LLC

On March 19, 2018, we, through our wholly-owned subsidiaries DEP and NMG,
entered into a convertible loan agreement (the “Convertible Loan Agreement”) and
a management agreement (the “Management Agreement”), respectively, with
Comprehensive Care Group LLC (“CCG”), an Arkansas limited liability company,
with respect to the development of a medical marijuana dispensary including a 50
flowering plant cultivation facility in West Memphis, Arkansas which agreements
were effective as of March 15, 2019.

Pursuant to the Convertible Loan Agreement, DEP agreed to make loan advances to
CCG from time to time in the aggregate principal amount of up to $1,250,000 and
as of July 31, 2020, DEP has loaned $1,353,373 to CCG. The loan proceeds were
used to fund the construction of the medical marijuana dispensary facility, and
to provide working capital to cover initial operating expenses. The construction
was completed and all permits and licenses were received for the dispensary in
late April 2020, which opened for operations on April 27, 2020.

The interest on the outstanding principal amount is currently set at $6,000 per
month, payable monthly in arrears on or before the first calendar day of each
month. CCG is not obligated to repay any principal outstanding under the loan
until March 30, 2021. Either CCG or DEP may unilaterally extend the maturity
date by one year, and may thereafter continue to extend the maturity date on a
yearly basis by increments of one year (each, an “Extension Option”) by
providing written notice of the exercise of the Extension Option by the party
seeking an extension to the other party; provided, however, that under no
circumstances shall any extended maturity date extend beyond the expiration of
the term of the Management Agreement entered into between NMG and CCG. The
Company extended the loan maturity date by one year resulting in a new maturity
date of March 30, 2023. The Management Agreement has an expiration of March 15,
2024
and can be mutually extendable.

Upon the latter of: (a) one year after granting of a medical marijuana
dispensary license by the Arkansas Medical Marijuana Commission to CCG, or (b)
one year after entering into the Convertible Loan Agreement, DEP may, in its
sole discretion, subject to DEP providing all reasonable assistance to obtain
all necessary approvals from the applicable government authorities to engage in
the medical marijuana dispensary business, elect to convert all of the
outstanding indebtedness into preferred units of CCG equal to 40% of the overall
member units of CCG, subject to approval of the Arkansas Medical Marijuana
Commission
, with the following preferred rights: (i) the right to an allocative
share of 66.67% of the net profits of CCG (as defined in the Convertible Loan
Agreement) and the right to distributions equal to 66.67% of the net profits on
a monthly basis; (ii) the right to a 66.67% share of CCG’s assets upon
dissolution of CCG; and (iii) the right to 66.67% of all voting rights of
members of CCG. DEP is waiting for regulatory clearance from the State
regulators before proceeding with the conversion

Pursuant to the Management Agreement, NMG provides operations and management
services to CCG (including management, staffing, operations administration,
oversight and other related services) for the medical marijuana dispensary. In
consideration for such services CCG pays NMG a monthly management fee in the
amount equal to 66.67% of the Monthly Net Profits (as defined below) of CCG for
the immediately-preceding month. Notwithstanding the foregoing, in the event
that DEP exercises its conversion right under the Convertible Loan Agreement,
then NMG’s monthly management fee shall be fixed at $6,000 per month, unless
otherwise agreed by the parties in writing. For purposes of the Management
Agreement, “Monthly Net Profits” means, for each calendar month, an amount equal
to CCG’s gross revenue for such calendar month less CCG’s operating expenses
(including cost of goods sold, interest, and tax for said month), as reasonably
determined in accordance with generally accepted accounting principles.




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Acquisition of NMG Ohio LLC


We, through NMG, currently own NMG Ohio, LLC (“NMG Ohio”), which had a cannabis
dispensary carrying on business as “The Clubhouse” in Elyria, Loraine County,
Ohio. On January 31, 2019, we, through NMG, entered into a definitive agreement
to acquire the remaining 70% interest in NMG Ohio. The consideration for the
remaining 70% interest in NMG Ohio consists of cash payments totaling $1,575,000
and 3,173,864 common shares of the Company. As at the date hereof, we have
issued 3,173,864 common shares, with a fair value of $1,188,168, and paid
$1,575,000. All share and cash payments for the transactions have been paid in
full and closing of the acquisition was subject to receipt of regulatory
approval, which all approvals and final license and name transfer approvals from
the Ohio Department of Pharmacy were received in early September 2020 but the
remaining 70% was not closed as of July 31, 2021. As such, the dispensary
license for The Clubhouse dispensary, as well as the assets and liabilities
associated with the dispensary, were transferred to the Company’s wholly-owned
subsidiary, NMG OH 1 LLC. On September 17, 2021, the final award of the
production license was transferred to our wholly owned subsidiary, NMG OH P1
LLC
, and the transaction closed resulting in NMG now owning 100% of NMG Ohio.

Transaction and Settlement with Green Light District Holdings Inc. – ShowGrow
Long Beach and San Diego

Prior Agreement with Green Light District Holdings Inc.

On November 28, 2018, we entered into an interim agreement (the “Prior GLDH
Agreement”) with Green Light District Holdings Inc. (“GLDH”), a private company
incorporated under the laws of Delaware, and David Barakett, whereby our Company
agreed to acquire up to 100% of the issued and outstanding common shares of
GLDH. We concurrently made a strategic investment in a senior secured
convertible note issued by GLDH in the principal amount of $5,200,000 (the
“Prior GLDH Note”), bearing interest at the rate of 20% per annum and maturing
on November 28, 2020.

At the time, GLDH was the owner of the ShowGrow dispensary brand, and owner of:



    (a) the ShowGrow Long Beach dispensary,

    (b) 43% of the equity interest and 60% of the voting rights in the ShowGrow
        San Diego dispensary, and

    (c) 30% of the equity interest in the ShowGrow Las Vegas dispensary.



GLDH is also the owner of the ShowGrow app. The dispensaries were in various
stages of licensing.

In order to fund our original investment in GLDH, Australis advanced a
$4,000,000 loan which was evidenced by a senior secured note dated November 28,
2018
, bearing an interest rate of 15% per annum and maturing in two years. The
terms required semi-annual interest payments unless we elected to accrue the
interest by adding it to the principal amount of the debt facility. We may
prepay the loan at any time, in any amount, subject to a 5% prepayment penalty
on any amount repaid within the first year of the loan. Additionally, Australis
exercised $1.2 million in warrants they held in our Company at an exercise price
of CAD$0.50, which equated to 3,206,160 common shares.

We paid a financing fee to Australis in the approximate amount of CAD$795,660,
by issuing 1,105,083 Common Shares at a deemed price of CAD$0.72 per share.

Original Settlement and Release Agreement

On June 19, 2019, our Company, our indirect wholly-owned subsidiary NMG LB, and
our 60% owned subsidiary NMG SD, entered into a settlement agreement (the
“Original GLDH Settlement Agreement”) with GLDH, The Airport Collective, Inc.
(“Airport Collective”), Mr. Barakett, and SGSD, LLC (“SGSD”). SGSD was the
commercial tenant at 7625 Carroll Road, San Diego, California 92121 (the “San
Diego Location”).

Pursuant to the Original GLDH Settlement Agreement, we, GLDH, and Mr. Barakett agreed to restructure the Prior GLDH Agreement, and enter into a mutual release
of all claims related to the Prior GLDH Agreement.

In connection with the settlement, (a) SGSD agreed to assign its lease for the
San Diego Location to NMG SD, and (b) GLDH, Airport Collective and NMG LB
entered into an asset purchase agreement dated June 19, 2019 (the “Asset
Purchase Agreement”), pursuant to which NMG LB agreed to purchase all of the
assets of GLDH and Airport Collective utilized in the medical and adult-use
commercial cannabis retail business at 3411 E. Anaheim St., Long Beach, CA 90804
(the “Long Beach Location”).




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Amended and Restated Settlement and Release Agreement

On June 28, 2019, we, NMG LB, NMG SD, GLDH, Airport Collective, Mr. Barakett,
and SGSD entered into an amended and restated settlement and release agreement
(the “Amended GLDH Settlement Agreement”) which supersedes and replaces the
Original GLDH Settlement Agreement. Pursuant to the Amended GLDH Settlement
Agreement, the parties agreed as follows:



    i.  GLDH, Airport Collective, and Mr. Barakett agreed to release us from all
        claims related to the Prior GLDH Agreement upon closing of the Asset
        Purchase Agreement in consideration of the following:




       A.  the Company issuing to Mr. Barakett or his designee up to 1,340,502
           Common Shares at a deemed price of CAD$0.7439 per share, subject to NMG
           SD receiving all licenses, permits, and authorizations required for NMG
           SD to conduct medical commercial cannabis retail operations at the San
           Diego Location (the "SD Medical Licenses") (issued);

       B.  the Company issuing to Mr. Barakett or his designee up to 1,340,502
           Common Shares at a deemed price of CAD$0.7439 per share, subject to NMG
           SD receiving all licenses, permits, and authorizations required for NMG
           SD to conduct adult-use commercial cannabis retail operations at the
           San Diego Location (the "SD Adult-use Licenses") (issued); and

       C.  the Company paying certain legal and consulting expenses incurred by
           GLDH, Airport Collective and Barakett in an aggregate amount of
           US$90,500 (paid); and




    ii. SGSD agreed to assign its lease for the San Diego Location to NMG SD, and
        to release our Company, NMG LB and NMG SD from any and all claims, in
        consideration of the payment by us of a total of USD$500,000 to SGSD's
        members, to be paid and satisfied by the issuance of Common Shares to them
        at the maximum discount allowed by the CSE (issued).



NMG SD is owned 60% by our subsidiary, DEP, and 40% by SJJR, LLC (“SJJR”). Mr.
Barakett
agreed to cover SJJR’s portion of all start-up costs associated with
NMG SD establishing commercial cannabis operations at the San Diego Location,
inclusive of: (i) the costs associated with becoming a tenant at the San Diego
Location; and (ii) all construction costs associated with building out the San
Diego Location for NMG SD’s operations. The share consideration payable to Mr.
Barakett
under the Amended GLDH Settlement Agreement is subject to reduction if Mr. Barakett fails to meet this obligation on a timely basis.

NMG SD, which has assumed the lease on the ShowGrow San Diego premises, has been
awarded its own medical commercial cannabis retail license and adult-use
commercial retail license and commenced operations on April 15, 2020. In
consideration for the landlord, Green Road, LLC, agreeing to consent to the
assignment of the original lease with SGSD to NGM SD, we agreed to provide the
following consideration to the landlord:



    i.   $700,000 in Common Shares of the Company calculated upon execution of the
         assignment and first amendment to commercial lease (the "Assignment and
         First Amendment"), dated June 13, 2019, at the maximum discount allowed
         by the CSE to be issued to the landlord immediately following execution
         of the Assignment and First Amendment (1,031,725 shares issued on August
         12, 2019);

    ii.  $783,765.26 in cash to be paid to the landlord via bank draft within five
         (5) business days of execution of the Assignment and First Amendment
         (paid); and

    iii. $750,000 in cash, plus interest at the rate of five percent (5%) simple
         per annum accruing from the effective date to be paid no later than five
         (5) business days of the landlord's receipt from the City of San Diego of
         a Conditional Use Permit allowing adult-use commercial cannabis
         storefront retail operations at the San Diego Location (paid).





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Pursuant to the Assignment and First Amendment, the parties agreed to amend the
original lease to permit NMG SD to have three (3) five (5) year renewal options
as opposed to two (2) renewal options. In addition, the parties agreed to reduce
the amount of the sale bonus provision in the original lease to $1,000,000 from
$2,000,000, which shall only be payable in connection with the first two
assignments triggering this obligation, and thereafter, assignments will not
require payment of a sale bonus. Furthermore, the parties also amended certain
provisions of the original lease to ensure that any change in members
representing less than fifty percent (50%) of the existing membership interests
of NMG SD shall be an excluded transaction and not trigger the sale bonus or be
deemed an assignment requiring consent of the landlord.

Amended and Restated Convertible Note and General Security Agreement

As contemplated by the Original GLDH Settlement Agreement, we entered into a
loan agreement with GLDH dated June 19, 2019 (the “2019 GLDH Loan Agreement”),
pursuant to which the Prior GLDH Note has been superseded and replaced with an
amended and restated senior secured convertible note payable to us by GLDH in
the principal amount of $5,200,000 (the “Amended and Restated GLDH Note”). The
Amended and Restated GLDH Note bears interest at the rate of 20% per annum,
compounded annually, and was repayable on June 19, 2022 (see Asset Purchase
Agreement below). GLDH’s obligations under 2019 GLDH Loan Agreement and the
Amended and Restated GLDH Note have been guaranteed by Airport Collective, and
are secured under a security agreement dated June 19, 2019 by all of GLDH’s and
Airport Collective’s personal property, including but not limited to equipment,
inventory, accounts receivable, cash or cash equivalents, and rights under
contracts.




Asset Purchase Agreement



Pursuant to the Asset Purchase Agreement, NMG Long Beach has agreed to purchase
all of GLDH’s and Airport Collective’s assets (the “Purchased Assets”) utilized
in the retail cannabis business at the Long Beach Location for $6,700,000. Upon
closing of the transaction, the outstanding principal amount under the Amended
and Restated GLDH Note was applied to the purchase price, and Airport Collective
will be released from its obligations as a guarantor of the GLDH’s obligations
under the Amended and Restated GLDH Note.

We will pay the balance of the purchase price for the Purchased Assets by
issuing up to 2,681,006 Common shares at a deemed price of CAD$0.7439 per share
(issued in escrow on August 12, 2019); the number of shares required to pay and
satisfy the balance of the purchase price for the Purchased Assets in the amount
of $1,500,000 was determined with reference to the Agreed Foreign Exchange Rate
of CAD$1.3296:USD$1.00. NMG LB received all approvals and license transfer from
local and state authorities to conduct medical and adult-use commercial cannabis
retail operation at the Long Beach Location, which were transferred to NMG LB at
the end of August 2020 and is expected to close in the near future. The purchase
price is fixed and the share consideration remains subject to reduction with
reference to the liabilities of the business that will be outstanding on the
closing date, which is expected to occur in the near future. Any final
settlement that is different than currently estimated will be allocated to other
income or expense.




Contemporaneous Loan



We entered into a contemporaneous loan (the “Contemporaneous Loan”) with GLDH in
the amount of $726,720 to fund certain business improvements and expansion needs
of GLDH’s business operations. We and NMG LB agreed to forgive the
Contemporaneous Loan on the date of closing of the Asset Purchase Agreement.

Management Assignment and Assumption Agreement

On or around August 1, 2019, NMG LB began managing the ShowGrow Long Beach
business pursuant to the management assignment and assumption agreement dated
June 19, 2019, among NMG LB, GLDH and Airport Collective. Under the agreement,
NMG LB is entitled to manage the business and recognize the profits from the
business until NMG LB receives all approval and license transfer for operations
at the Long Beach Location, which were received and transferred at the end of
August 2020, and the Asset Purchase Agreement is expected to close in the near
future.




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Acquisition of Canopy



Membership Interest Purchase Agreement #1

On November 30, 2021, DEP entered into a membership interest purchase agreement
(the “MIPA #1”) to purchase eighty percent (80%) of the issued and outstanding
membership interests (the “Purchased Interests”) of Canopy from Cary Stiebel (the “Continuing Owner”), Jana Stiebel, Jayme Rivard, Adrian Dermicek, and Laurie Johnson (collectively, the “Sellers”).

As consideration for DEP’s purchase of the Purchased Interests, DEP will pay to
Sellers a total purchase price of $4,800,000.00 comprised of: (i) $2,500,000.00
to be paid in cash (the “Cash Purchase Price”); and (ii) $2,300,000.00 of debt
to be evidenced by a secured promissory note (the “Promissory Note”).

Pursuant to MIPA #1, DEP is obligated to transfer the Cash Purchase Price in
escrow to Secured Trust Escrow, Inc. (the “Escrow Agent”) and, following such
transfer, the Sellers are to assign the Purchased Interests to DEP on either the
first or the sixteenth day of the first calendar month following DEP’s transfer
of the Cash Purchase Price to the Escrow Agent. As a closing condition, DEP is
also required to deliver the Promissory Note to the Sellers. MIPA #1
specifically states that the Cash Purchase Price is not to be released from
escrow by the Escrow Agent to the Sellers until receipt by DEP of approval of
the transaction from the local and state regulators, and the completion of any
required audited annual financial statements and unaudited interim financial
statements of Canopy prepared in accordance with US GAAP.

As described below, contemporaneous with the execution of MIPA #1, DEP also
entered into a second membership interest purchase agreement to purchase,
subject to all approvals required by applicable laws and regulations, the
remaining twenty percent (20%) of the issued and outstanding membership
interests of Canopy from the Continuing Owner (“MIPA #2”). In MIPA #1, the
parties have agreed that the target working capital for Canopy on the date that
DEP is assigned the Purchased Interests shall be Zero Dollars ($0.00). The
Sellers are obligated to deliver a statement of financial position for Canopy
that provides, among other things, Canopy’s current working capital. DEP has up
to one (1) year from the delivery of such statement to provide an adjusted
statement based on DEP’s further financial due diligence. The Sellers will then
have an opportunity to dispute and if no agreement is reached, a neutral
third-party will determine the actual working capital of Canopy as of the date
the Purchased Interests are assigned to DEP. The purchase price in MIPA #2 is
subject to adjustments based on the actual working capital as determined by the
calculations made pursuant to MIPA #1.

The foregoing description of MIPA #1 does not purport to be complete and is
qualified in its entirety by the MIPA #1, which is filed as Exhibit 10.63 to our
Annual Report on Form 10-K for the fiscal year ended July 31, 2022 filed with
the SEC on January 17, 2023 and is incorporated by reference herein.



Secured Promissory Note


DEP issued the Promissory Note payable to the Sellers in the principal amount of
$2,300,000.00 on November 30, 2021. The Promissory Note was delivered as partial
consideration for DEP’s agreement to purchase the Purchased Interests (80% of
the issued and outstanding membership interests of Canopy) from the Sellers.

The Promissory Note does not become effective by its terms unless and until the
state regulators and local regulators approve DEP as the owner of the Purchased
Interests (the date such approval is received being the “Effective Date”). In
the event the MIPA #1 for DEP to purchase the Purchased Interests is terminated
for any reason, the Promissory Note will terminate automatically.

Pursuant to the Promissory Note, interest will accrue on the principal amount
from the Effective Date at the rate of ten percent (10%) compounded annually.
DEP will be obligated to make monthly interest-only payments for the initial six
(6) months following the Effective Date. Following the initial six (6) months,
no payments shall be due until the maturity date, which is the date that is five
(5) years following the Effective Date.

Following the transfer of the Purchased Interests to DEP, Canopy will sign a
joinder to the Promissory Note and further enter into a security agreement
granting a security interest to the Sellers in all of Canopy’s assets to secure
DEP’s fulfillment of its obligations under the Promissory Note.




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The foregoing description of the Secured Promissory Note does not purport to be
complete and is qualified in its entirety by the Secured Promissory Note, which
is filed as Exhibit 10.64 to our Annual Report on Form 10-K for the fiscal year
ended July 31, 2022 filed with the SEC on January 17, 2023 and is incorporated
by reference herein.



Security Agreement


On November 30, 2021, Canopy entered into a security agreement, as grantor (in
such capacity, the “Grantor”), granting a security interest in all of Grantor’s
personal property, general intangibles, accounts receivable, real property,
insurance proceeds, deposits and documents, investment property, instruments and
letter of credit rights, proceeds and products, permits, licenses and
entitlements. The secured interest granted pursuant to the security agreement is
for the purposes of securing the payment obligations of DEP under the Promissory
Note.

The foregoing description of the Security Agreement does not purport to be
complete and is qualified in its entirety by the Security Agreement, which is
filed as Exhibit 10.65 to our Annual Report on Form 10-K for the fiscal year
ended July 31, 2022 filed with the SEC on January 17, 2023 and is incorporated
by reference herein.



Escrow Agreement


On November 30, 2021, DEP, Canopy, the Sellers and the Escrow Agent entered into
the Holding Escrow Instructions (the “Escrow Agreement”) in order to facilitate
the sale of the Purchased Interests in Canopy by the Sellers to DEP. Pursuant to
the Escrow Agreement, the Cash Purchase Price in the amount of $2,490,000 is to
be deposited by DEP with the Escrow Agent, in escrow. The Escrow Agent shall
disburse the funds as directed by the parties pursuant to written instructions.
Escrow Agent shall receive specific instructions as to the release of funds,
including but not limited to the amount of the funds to be released and detailed
recipient information. Upon receipt of such request to release funds, the Escrow
Agent shall prepare an amendment and/or authorization to release funds to be
signed by the parties. The Escrow Agent shall only release funds when such
amendment and/or authorization to release funds is executed by the parties.

The Escrow Agent shall receive, as compensation for services a fee in the amount
of $6,000. Escrow fees shall be deducted out of the initial deposit into escrow
and pre-paid by DEP. At closing, the escrow fees shall be split equally between
DEP and the Sellers. In the event of cancellation of the escrow, DEP shall pay a
$3,000 escrow fee and all other escrow funds shall be distributed as instructed
to the Escrow Agent and under the terms of the Escrow Agreement.

The foregoing description of the Escrow Agreement does not purport to be
complete and is qualified in its entirety by the Escrow Agreement, which is
filed as Exhibit 10.66 to our Annual Report on Form 10-K for the fiscal year
ended July 31, 2022 filed with the SEC on January 17, 2023 and is incorporated
by reference herein.

Membership Interest Purchase Agreement #2

On November 30, 2021, DEP entered into a membership interest purchase agreement
(“MIPA #2”) to purchase the remaining 20% of the issued and outstanding
membership interests (the “Remaining Purchased Interests”) of Canopy from the
Continuing Owner.

As consideration for DEP’s purchase of the Remaining Purchased Interests, DEP
will pay to the Continuing Owner a total purchase price of $1,000,000.00 (the
“Purchase Price”) to be paid via either: (i) shares of the Company’s common
stock (the “Consideration Shares”); or (ii) in cash at DEP’s sole option if such
payment takes place within six months following the date of MIPA #1 pursuant to
which DEP acquired 80% of the issued and outstanding membership interest of
Canopy. In the event DEP elects or is required to pay the Purchase Price via
Consideration Shares, the amount of Consideration Shares shall be determined
based on the 10-day volume weighted average price (“VWAP”) on the Canadian
Securities Exchange (the “CSE”) as of the date of execution of MIPA #1. In the
event that, six months following the execution date of MIPA #1, the value of the
Consideration Shares have decreased such that total value of the Consideration
Shares is less than 90% of its value, DEP agrees to cause the Company to issue
an additional $100,000.00 worth of shares of the Company’s common stock (the
“Additional Shares”) to the Continuing Owner based on the VWAP calculated as of
six (6) months following the closing of MIPA #1.




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The Purchase Price is to be adjusted based on the actual working capital of
Canopy as of the closing of MIPA #1.

Within seven business days from the date that DEP receives notification from the
city and state regulators that it is approved as the sole owner of Canopy and
all adjustment calculations for determining the working capital are completed,
DEP shall be obligated to pay to Continuing Owner the Purchase Price subject to
applicable adjustments.

The foregoing description of the MIPA #2 does not purport to be complete and is
qualified in its entirety by the MIPA #2, which is filed as Exhibit 10.68 to our
Annual Report on Form 10-K for the fiscal year ended July 31, 2022 filed with
the SEC on January 17, 2023 and is incorporated by reference herein.

Amendment to MIPA #1 and MIPA #2

On June 17, 2022, the Company, through its wholly owned subsidiary, DEP, entered
into the first amendment to MIPA #1 and MIPA #2 (the “First Amendment”) whereby
the cash purchase price under MIPA #1 was reduced from 2,500,000 to $1,250,000
and the Company agreed to issue the following shares of common stock of the
Company, subject to compliance with the policies of the CSE:



    (a) The Company agreed to issue to the Sellers shares with an aggregate value
        of $1,250,000 based on the VWAP for the 10 consecutive trading days prior
        to the effective date of the First Amendment being June 17, 2022 (the
        "Effective Date") (9,328,358 shares);

    (b) The Company agreed to issue additional shares to the Continuing Owner
        equal to the difference between the amount of the shares of common stock
        of the Company that were issued by the Company to the Continuing Owner on
        December 3, 2021 (the "MIPA #2 Shares") and the amount of shares that the
        Continuing Owner would have received had the VWAP for the MIPA #2 Shares
        been calculated as of the Effective Date (the "Additional PA #2 Shares")
        (4,734,530 shares);

    (c) On the date that is 18 months (548 days) following the Effective Date of
        the First Amendment (the "Additional Share Issuance Date") the Company
        will issue $100,000 worth of shares to the Sellers based on the 10-day
        VWAP calculated as of the Additional Share Issuance Date; and

    (d) The Company agreed to issue to the Continuing Owner $300,000.00 worth of
        shares (the "Additional True-up Shares") within three days following the
        Effective Date of the First Amendment, which shall be priced at the 10-day
        VWAP calculated as of the Effective Date of the First Amendment (2,238,806
        shares).



Prior to the conclusion of the calculation of the actual working capital in
accordance with MIPA #1 and MIPA #2, the Sellers must complete, execute and
deliver to DEP Schedule D to the First Amendment, which shall set forth the
amount of Additional True-up Shares each Seller is entitled to (as applicable)
and such Additional True-up Shares shall be retitled in accordance with Schedule
D to the First Amendment. In the event Schedule D to the First Amendment is not
completed, executed and delivered to DEP prior to the conclusion of the
calculation of the actual working capital, DEP shall have no obligation to
retitle the shares and all Sellers will waive any claims against DEP and the
Company in connection with such issuance made in accordance with Section 2(b)(v)
of the First Amendment.

Upon conclusion of the calculation of the actual working capital in accordance
with MIPA #1 and MIPA #2, the parties have further agreed as follows:



    (a) If the actual working capital is less than the target working capital of
        $nil, the Purchase Price (as defined in PA #2) shall be reduced by an
        amount equal to the difference between the target working capital and the
        actual working capital and all of the Additional True-up Shares shall be
        forfeited and retuned to Company for cancellation;

    (b) If the actual working capital is greater than the target working capital
        of $nil and the Additional True-up Shares are sufficient to cover the
        difference between the actual working capital and the target working
        capital (the "DEP Deficit"), the parties agree that all or a portion of
        the Additional True-up Shares (valued at the 10-day VWAP calculated as of
        the Effective Date of the First Amendment and subject to compliance with
        the policies of the CSE) shall be issued to Sellers to satisfy the DEP
        Deficit owed by DEP to the Sellers in accordance with Section 2.02(b) of
        PA #2;

    (c) If the actual working capital is greater than the target working capital
        and the Additional True-up Shares are insufficient to cover the DEP
        Deficit, all of the Additional True-up Shares shall be issued to the
        Sellers and the parties agree that any additional amounts owed to the
        Sellers shall be paid by DEP to the Sellers via additional shares of
        common stock of the Company.





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In addition to the terms of the First Amendment, the parties have agreed that
the release of any Additional True-up Shares shall be subject to the Sellers
providing written direction to DEP for the release of the Additional True-up
Shares payable under the First Amendment.

Pursuant to the closing of MIPA #1, as amended, and MIPA #2, as amended, the
Company issued an aggregate of 16,301,694 shares of common stock to the Sellers
in accordance with their instructions at a deemed price of $0.134 per share.
2,238,806 of the 16,301,694 shares are being held in escrow pending the results
of the working capital adjustment in accordance with MIPA #1 and MIPA #2.

The foregoing description of the First Amendment does not purport to be complete
and is qualified in its entirety by the First Amendment, which is filed as
Exhibit 10.72 to our Annual Report on Form 10-K for the fiscal year ended July
31, 2022
filed with the SEC on January 17, 2023 and is incorporated by reference
herein.

Landlord Consent to Change of Control of Tenant

Canopy’s retail dispensary in Seaside, California, is located in leased premises
which is subject to a lease agreement dated July 1, 2028, as amended on July 19,
2021
(the “Lease”), between Ann Marie Bevins and Carol Gay Lavin, the Successor
Co-Trustees of the Peter Ralph Lavin Trust U/A DTD August 7, 2006, as amended
(the “Landlord”), and Canopy, as tenant (in such capacity, the “Tenant”). Under
the Lease, the Tenant is required to obtain the Landlord’s consent for a change
of control transaction. DEP’s purchase of the Purchased Interests qualifies as a
change of control transaction for such purposes.

On November 30, 2021, the Landlord, the Tenant and the Company entered into a
Landlord Consent to Change of Control of Tenant (the “Landlord Consent”),
whereby the Landlord has consented to the purchase by DEP of the Purchased
Interests in two transactions contemplated by MIPA #1 and MIPA #2, subject to
certain conditions as outlined below.

The Landlord Consent is subject to the following conditions: (1) Tenant must pay
the Landlord a transfer fee equal to $290,000.00; (2) Tenant must pay the
Landlord $229.60 in liquidated damages; (3) Tenant must reimburse Landlord for
legal fees associated with the change of control transaction, subject to a cap
of $6,500.00; and (4) a renewal of the current guaranty of the lease is
delivered to the Landlord. The Consent became effective following the assignment
of the Purchased Interests to DEP.

The foregoing description of the Landlord Consent does not purport to be
complete and is qualified in its entirety by the Landlord Consent, which is
filed as Exhibit 10.67 to our Annual Report on Form 10-K for the fiscal year
ended July 31, 2022 filed with the SEC on January 17, 2023 and is incorporated
by reference herein.



The Lease


The Lease provides for a five-year term that includes three five-year extension
periods (each, an “Option Term”) (collectively, the “Lease Term”). The monthly
rent under the Lease for the first four months is $0.00 per month; for months
five through 12, the monthly rent is $6,190.00 per month; and for months 13
through 24, the monthly rent is $7,200.00 per month.




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The monthly rent is subject to an annual increase of three percent per year, but
in no event less than the amount of the increase in the Consumer Price Index, as
of the first day of July every year during the term of the lease (the
“Adjustment Date”), in each fiscal year (July 1 through June 30) of the Lease
Term, which Lease Term shall include the Option Term and any extensions of Lease
that may hereinafter be granted, beginning in the year as follows: July 1, 2020
and on the first of July in each fiscal year (July 1 through June 30) of any
extensions of Lease Term thereafter, the monthly rental shall be increased at
least three percent, but in no case less than the amount calculated by
multiplying the amount of the then monthly rental, and as thereafter adjusted
from time to time in accordance with the provisions of Article 5.2 of the Lease,
by a fraction of which the denominator is the cost of living for the calendar
month February, 17 months previous to the Adjustment Date, as reflected in the
Consumer Price Index, or, at Landlord’s option, the same Index for the United
States
as a whole (as determined by the United States Department of Labor,
Bureau of Labor Statistics, or any successor Index), and the numerator is the
cost of living as reflected in the same Index for the calendar month of
February, five months previous to each such Adjustment Date. The annual rent in
any fiscal year (July 1 through June 30) will not be less than 103% of the
annual rent for the then immediately preceding fiscal year.

The monthly rent for the first year of each Option Term shall be the fair market
value monthly rent for the premises as determined by the Landlord as of the
effective date of the Tenant’s exercise of an Option Term. In the event there is
a dispute between the Landlord and the Tenant regarding the monthly rent for the
first year of an Option Term as of the date of Tenant’s exercise of an Option
Term, and the Landlord and Tenant cannot mutually agree on a monthly rent for an
Option Term 90 days before the expiration of the Lease, third-party appraisers
will set the Option Term monthly rent.

In addition to monthly rent, the Tenant is required to pay certain maintenance
fees based on Tenant’s gross sales for each year during the term of the Lease.
These fees are modified and replaced in the Second Amendment.



The Second Amendment to Lease


On November 30, 2021, the Landlord and the Tenant entered into a Second
Amendment to Lease Agreement (the “Second Amendment”). The Second Amendment
modifies the monthly rent fees payable under the Lease, such that the monthly
rent fee for December 1, 2021 through June 30, 2022 will be $9,000.00 per month.
On July 1, 2022, the monthly rent will be subject to the normal annual increases
set forth in the Lease.

The maintenance fees in the Lease are superseded and replaced with the a new
monthly maintenance fee equal to One and One Half Percent (1.5%) of the Tenant’s
gross sales, which shall be computed each calendar month and, on or before the
fifteenth (15th) day of the calendar month immediately following the close of
such period, the Tenant shall pay to the Landlord the maintenance fee for the
immediately preceding calendar month.

The Second Amendment includes a waiver and release of all claims against the
Landlord up to and including the date of the Second Amendment.

Agreement and Plan of Merger – New Jersey

On December 21, 2022, the Company, its wholly owned subsidiary, DEP Nevada, Inc.
(“DEP”), BaM Body and Mind Dispensary NJ Inc., a New Jersey corporation and
wholly owned subsidiary of DEP (the “Merger Sub”), CraftedPlants NJ Corp., a New
Jersey
corporation (the “Surviving Entity”) and those certain shareholders of
the Surviving Entity (the “Sellers”) entered into an Agreement and Plan of
Merger (the “Merger Agreement”) whereby Merger Sub merged with and into the
Surviving Entity, and following the consummation of the merger, which occurred
on December 21, 2022, the Surviving Entity became a wholly owned subsidiary of
DEP and changed its name to BaM Body and Mind Dispensary NJ, Inc.

Pursuant to the terms of the Merger Agreement, on the closing DEP delivered a
cash payment of US$50,000 to the Sellers, with a delayed payment of US$120,000
to be paid to the Sellers upon funding of the project buildout.




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Further, pursuant to the terms of the Merger Agreement, on December 21, 2022,
the Company issued to the Sellers an aggregate of 16,666,667 shares of its
common stock (the “Merger Consideration Shares”) at a deemed price of CAD$0.08
per share. The Merger Consideration Shares will be held in escrow and will not
be released to the Sellers until the Surviving Entity achieves certain
milestones, however, the Sellers will still maintain the voting and
participation rights with respect to the Merger Consideration Shares while being
held in escrow. The post-closing milestones are as follows:



    1.  If, within two (2) years of the closing date, the Surviving Entity's
        application is approved and is granted pending license approval from the
        New Jersey Cannabis Regulatory Commission (the "CRC"), 70% of the Merger
        Consideration Shares will be release from escrow.

    2.  If, within three (3) years of the closing date, the Surviving Entity opens
        for business as a recreational cannabis dispensary, 30% of the Merger
        Consideration Shares will be released from escrow.



If either or both of the milestones are not achieved within the time periods
after the closing date (the “Milestone Dates”), the Company shall have the
option to cancel the Merger Consideration Shares attributable to the failed
milestone by delivering written notice to Sellers and in the event of such
cancellation, the portion of the Merger Consideration Shares attributable to the
failed milestone shall be surrendered and cancelled without any further action
required by the parties. Notwithstanding the foregoing, if either or both of the
milestones are not achieved (or if it becomes obvious that they will not be
achieved) by their respective Milestone Dates because of delays that are not
caused by the Sellers, the Sellers may, before the applicable Milestone Dates,
provide notice to the Company, and the applicable Milestone Date will be
extended to such date as is reasonably necessary for the milestone to be
achieved. The parties will work together in mutual good faith to determine the
dates by when the milestones can be reasonably achieved.

The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by the Merger Agreement, which is
filed as Exhibit 2.3 to our Annual Report on Form 10-K for the fiscal year ended
July 31, 2022 filed with the SEC on January 17, 2023 and is incorporated by
reference herein.




Nevada Production Facility



On June 20, 2019, we announced the receipt of a conditional use permit from
Clark County, Nevada, for a new production facility located within one mile of
NMG’s existing cultivation facility located at 3375 Pepper Lane, in Las Vegas.
The facility is approximately 7,500 square feet, and tenant improvement of the
building holding the facility was completed in February 2020. The facility
includes high-volume extraction equipment, which we expect will dramatically
increase our manufacturing capacity and efficiency for our extraction products,
including oils, wax, live resin and ambrosia. The facility also expands the
kitchen area and creates an opportunity for the Company to white label for
brands seeking an entry to the Nevada market. After passing all inspections,
receiving all permits, and finalizing license transfer approvals, the new
production facility began operations in March 2020.



Material Contracts


Other than already disclosed above under the subsection titled “Description of
Our Business”, we have the following material contracts:



Loan Agreement


On July 19, 2021, we (also referred to as the “Borrower”), along with our
subsidiaries, DEP Nevada Inc., Nevada Medical Group, LLC, NMG OH 1, LLC, NMG OH
P1, LLC
, NMG Long Beach, LLC, NMG Cathedral City, LLC, NGM CA 1, LLC, NMG CA C1,
LLC
, NMG MI 1, Inc., NMG MI P1, Inc., and NMG MI C1, Inc. (each, a “Guarantor”
and collectively, the “Guarantors”) entered into and closed a loan agreement
(the “Loan Agreement”) with FG Agency Lending LLC (the “Agent”) and Bomind
Holdings LLC
(the “Lender”), dated July 19, 2021. Upon entering into the Loan
Agreement and the associated loan documents and agreements described below, the
Lender provided the initial term loan (the “Initial Term Loan”) in the face
amount of US$6,666,667 of which US$6,000,000 was advanced to the Company with
the 10% representing an origination discount (the “Origination Discount”) as
consideration for the use or forbearance of money. We may draw upon the
remaining face amount of US$4,444,444 (the “Delayed Draw Term Loan”) upon
providing a 30-day request to the Agent by December 1, 2021, whereby
US$4,000,000 will be advanced to the Company after applying the Origination
Discount. The Initial Term Loan and the Delayed Draw Term Loan mature on July
19, 2025
and bear interest at a rate of 13% per annum payable on the first day
of each month hereafter.




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Pursuant to the Loan Agreement, we have issued an aggregate of 8,000,000 common
stock purchase warrants (each, a “Warrant”) to the Agent of which (i) 4,800,000
Warrants will entitle the holder to acquire shares of common stock (each, a
“Warrant Share”) at an exercise price of US$0.40 per Warrant Share until July
19, 2025
, and (ii) 3,200,000 Warrants will be held in escrow by us and released
to the Agent at the time the Company draws on the Delayed Draw Term Loan, or
cancelled if we do not draw on the Delayed Draw Term Loan, which will entitle
the holder to acquire a Warrant Share at an exercise price of US$0.45 per
Warrant Share until July 19, 2025.

The Initial Term Loan is evidenced by a Term Note (a “Term Note”), which is
attached as Exhibit C to the Loan Agreement. If the Delayed Draw Term Loan is
drawn upon by us, it will also be evidenced by a separate Term Note.

The following table sets forth additional terms of the Loan Agreement and the
other loan documents entered into on July 19, 2021:



Loan Term             Four years
Face Amount           US$11,111,111 (the "Face Amount") funded in two (2) draws:
                      (i) Initial Term Loan of US$6,666,667 issued on closing;
                      and (ii) Delayed Draw Term Loan of US$4,444,444 issued upon
                      30 day request of the Company, which request must be made
                      to the Agent by December 1, 2021.
Interest Rate         amended to 15% per annum, which 2% interest may be paid in
                      kind, with he interest being payable on the first of each
                      month.

Default Interest Rate 20% per annum (inclusive of the 13% rate noted above)
Origination Discount 10% of the Face Amount treated as consideration for the use

                      or forbearance of money
Agent Fee             The Borrower paid the Agent a US$66,666.67 fee upon
                      execution of the Loan Agreement, which was withheld from
                      the initial advance of the Initial Term Loan made by the
                      Lender. A further Agent Fee of $44,444.44 will be withheld
                      from the advance of the Delayed Draw Term Loan made by the
                      Lender, if drawn upon by the Company.
Lender Expenses       The Borrower is required to pay the Lender's reasonable
                      costs, fees and expenses, including attorney's fees, in
                      connection with entering into the Loan Agreement and the
                      other loan documents, subject to a cap of US$125,000.

Voluntary Prepayment The Borrower may not prepay within one year of the closing

                      date ("No Call Period"). Provided that no event of default
                      has occurred following the No Call Period, Borrower may
                      prepay the principle balance, in a minimum amount of
                      US$1,000,000, at the following rates: (1) Following the No
                      Call Period through two-year anniversary of the Closing
                      Date: 107%; (2) Following the two-year anniversary of the
                      Closing Date through the three-year anniversary of the
                      Closing Date: 103%; and (3) following the three year
                      anniversary of the Closing Date and prior to the Maturity
                      Date: 100%.

Mandatory Prepayment Under certain circumstances, if the Borrower or any

                      Guarantor incurs insurance claims or condemnation
                      proceedings, then Borrower or the Guarantor must either
                      reinvest such proceeds in assets useful to the Borrower's
                      or Guarantor's business, as applicable, or use the
                      resulting net cash proceeds to prepay the loan. There are
                      mandatory prepayment provisions for some change of control
                      scenarios.

Financial Covenants The Borrower and its subsidiaries taken as a whole are

                      required to have at least $1,500,00 in liquidity at all
                      times reported monthly. The Borrower and Guarantors on a
                      consolidated basis must maintain a leverage ratio of at
                      least 3:1 for acquisitions.
Other Covenants       The Borrower and its subsidiaries are subject to additional
                      covenants customary for this type of transaction, including
                      without limitation, covenants related to notices of certain
                      events and reporting, and covenants restricting the
                      Borrower's and its subsidiaries' business activities, other
                      debt, fundamental transactions, acquisitions and
                      dispositions, investments, dividend payments and affiliate
                      transactions, in each case subject to mutually agreed upon
                      qualifications and exceptions.
Events of Default     The Loan Agreement contains events of defaults customary
                      for this type of transaction, some of which are subject to
                      mutually agreed upon cure periods and notice requirements.
Remedies              The Loan Agreement and the other loan documents contain
                      remedies customary for this type of transaction, including,
                      without limitation, giving the Lender the ability to
                      declare the loan and all amounts owed under the Loan
                      Agreement due and payable upon the occurrence of an event
                      of default and to operate or sell collateral and use the
                      proceeds to repay the loan.
Other Provisions      The Loan Agreement and the other loan documents contain
                      other provisions customary for this type of transaction,
                      including, without limitation, representations and
                      warranties, indemnities and confidentiality undertaking.
Exit Fee              Amendment No. 2 to Loan Agreement (see below) provides for
                      an exit fee equal to 1.5% of the principal balance, which
                      is due and payable upon any payment, in part or in full, of
                      the initial term loan and the delayed draw term loan.





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On June 14, 2022, we, along with is subsidiaries, DEP Nevada Inc., Nevada
Medical Group, LLC
, NMG OH 1, LLC, NMG OH P1, LLC, NMG Long Beach, LLC, NMG
Cathedral City, LLC
, NGM CA 1, LLC, NMG CA C1, LLC, NMG MI 1, Inc., NMG MI P1,
Inc.
, and NMG MI C1, Inc., as guarantors, entered into an amendment no. 2 to
loan agreement (the “Amendment No. 2 to Loan Agreement”) with the Agent and the
Lender, with respect to the Loan Agreement that was originally entered into by
such parties on July 19, 2021, as amended on November 30, 2021.

Pursuant to the Amendment No. 2 to Loan Agreement, the maturity date was
extended by one year from July 19, 2025 to July 19, 2026. Additionally,
Amendment No. 2 to Loan Agreement allows the outside date for the Company to
draw on the delayed draw term loan of US$4,444,444 (the “Delayed Draw Term
Loan”) to be extended from June 1, 2022 to March 31, 2023, whereby US$4,000,000
will be advanced to the Company if it draws on such Delayed Draw Term Loan,
which ability of the Company to draw on the Delayed Draw Term Loan is subject to
compliance with certain provisions in the Loan Agreement including provision of
a satisfactory budget approved at the sole discretion of the Lender. The
Amendment No. 2 to Loan Agreement increases the interest rate on the advanced
funds from 13% to 15% per annum, which additional 2% interest may be paid in
kind, with the interest being payable on the first day of each month. Amendment
No. 2 to Loan Agreement provides for an exit fee equal to 1.5% of the principal
balance, which is due and payable upon any payment in part or in full, of the
initial term loan and the Delayed Draw Term Loan. Furthermore, Amendment No. 2
to Loan Agreement provides that the Company shall pay the Agent a fee of
US$10,000 per month for six months from June 14, 2022 and also provides that
capital expenditures with respect to a certain project, purchase or acquisition
shall not be more than $100,000 in the aggregate unless consented to in writing
by the Agent.

As partial consideration for Amendment No. 2 to Loan Agreement, the Company has
issued 1,000,000 common stock purchase warrants (each, a “Warrant”) to the
Lender. Each Warrant entitles the holder to acquire one share of common stock
(each, a “Warrant Share”) at an exercise price of US$0.16 per Warrant Share
until June 14, 2027.



Security Agreement


On July 19, 2021 (the “Effective Date”), we and the Guarantors (collectively,
the “Grantors”) entered into a security agreement (the “Security Agreement”)
with the Agent (acting as the agent to the Lender) (the Agent and the Lender
being referred to herein as, the “Secured Parties”) wherein Grantors have
granted to Secured Parties a security interest in and to certain assets of the
Grantors in order to secure our obligations pursuant to the Loan Agreement.




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Pursuant to the Security Agreement, the Grantors are granting to the Secured
Parties a security interest in all personal property and other assets owned as
of the Effective Date or acquired thereafter (the “Collateral”). Certain assets
are excluded from the Collateral such as: (i) intent to use United States
trademark applications; (ii) certain assets acquired with third-party financing
(provided that such financing does not amortize prior to the maturity date of
the Loan Agreement, matures at least 1 year after maturity of the Loan Agreement
and the leverage ratio remains 3:1 following financing for such assets); and
(iii) rights to licenses or contracts where granting liens is prohibited by law.

Upon a default under the Loan Agreement, the Secured Parties may enter upon the
premises of the Grantors where any Collateral is located through self-help,
without judicial process, without first obtaining a final judgment or giving the
Grantors or any other Person notice and opportunity for a hearing on the Secured
Parties’ claim or action and may collect, receive, assemble, process,
appropriate and realize the Collateral, or any part thereof. In such event, the
Grantors agree to assemble the Collateral and make it available to the Agent.
Until the Agent is able to effect a disposition of the Collateral, the Agent
shall have the right to hold or use the Collateral, or any part thereof, to the
extent that it deems appropriate in its sole discretion for the purpose of
preserving the Collateral or its value or for any other purpose deemed
appropriate by the Agent. Agent shall not have any rights to take any action
that would violate law.

To protect the Secured Parties’ interests in the Collateral, the Grantor’s have
executed a power of attorney appointing Agent as the Grantors’ attorney in fact
with such power and appointment only exercisable in the event of a default under
the Loan Agreement and we have further agreed to file all UCC Financing
Statements evidencing the granted security interests set forth in the Security
Agreement.




Pledge Agreement



On July 19, 2021, we and our subsidiaries, DEP and NMG (collectively, the
“Pledgors”) entered into a Pledge Agreement (the “Pledge Agreement”) with the
Agent (acting as the collateral agent for the Lender) (the Lender and Agent are
referred to herein as, the “Secured Parties”) wherein Pledgors have pledged
certain of Pledgors’ equity interests in various subsidiaries in order to secure
our obligations pursuant to the Loan Agreement.

Pursuant to the Pledge Agreement, Pledgors are pledging to the Secured Parties a
lien on certain equity interests in Pledgors’ subsidiaries as follows
(collectively, the “Pledged Collateral”):



    1)  Company is pledging to the Secured Parties all rights, privileges and
        interests in Company's equity securities in DEP, which comprises of one
        hundred percent (100%) of the issued and outstanding shares of DEP;

    2)  NMG is pledging to the Secured Parties all rights, privileges and
        interests in NMG's equity securities in NMG Ohio, which comprises of one
        hundred percent (100%) of the issued and outstanding membership interest
        of NMG Ohio; and

    3)  DEP is pledging to the Secured Parties all rights, privileges and
        interests in DEP's equity securities in NMG, NMG OH 1, LLC, NMG OH P1,
        LLC, NMG LONG BEACH, LLC, NMG MI C1, INC., NMG MI P1, INC., NMG MI 1,
        INC., NMG CA C1, LLC, NMG CA P1, LLC, NMG CA 1, LLC, and NMG CATHEDRAL
        CITY, LLC (collectively, the "DEP Pledged Subsidiaries"). DEP owns one
        hundred percent (100%) of the issued and outstanding equity interests in
        each of the DEP Pledged Subsidiaries (collectively, DEP, NMG Ohio, and the
        DEP Pledged Subsidiaries being, the "Pledged Entities").



The pledge, assignment and delivery of the Pledged Collateral pursuant to the
Pledge Agreement creates a valid first priority lien. Without the prior written
consent of the Agent, no Pledgor will sell, assign, transfer, pledge, or
otherwise encumber any of its rights in or to the Pledged Collateral, or any
unpaid dividends, interest or other distributions or payments with respect to
the Pledged Collateral.

As long as no default under the Loan Agreement has occurred and is continuing,
Pledgors shall have the right to vote and give consents with respect to the
Pledged Collateral for all purposes not inconsistent with the provisions of the
Pledge Agreement.




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Upon a default, the Agent, acting on behalf of the Secured Parties, is hereby
authorized and empowered to (i) transfer the Pledged Collateral to the Secured
Parties; (ii) transfer and register in its name the Pledged Collateral;
(iii) exchange certificates representing Pledged Collateral for certificates of
smaller or larger denominations, (iv) exercise the voting and all other rights;
(v) collect and receive all cash dividends; (vi) notify the Pledged Entities to
make payment to Agent of any amounts due in connection with the Pledged
Collateral; (vii) endorse instruments in the name of the Pledgors to allow
collection; (viii) enforce collection of any of the Pledged Collateral by suit
or otherwise; (ix) sell, with notice and in accordance with applicable law,
Pledged Collateral; (x) act with respect to the Pledged Collateral as though
Agent was the outright owner; (xi) appoint a receiver (selected by Agent in its
sole discretion) to administer the Pledged Collateral; and (xii) exercise any
other rights or remedies the Secured Parties may have under the UCC or other
applicable law.

Pledgors irrevocably appoint the Agent acting on behalf of the Secured Parties,
as the proxy and attorney in fact with respect to the Pledged Collateral.



Omnibus Collateral Assignment


On July 19, 2021, we and our subsidiaries, DEP, NMG, NMG MI 1, Inc. (“NMG MI
1”), NMG MI C1, Inc. (“NMG C1”) and NMG MI P1, Inc. (“NMG MI P1”) (collectively,
the “Assignors”) entered into an Omnibus Collateral Assignment (the “Collateral
Assignment”) with the Agent wherein Assignors have granted to the Agent for the
benefit of the Lender certain rights, interests and privileges of Assignors in
and to certain contracts in order to secure our obligations pursuant to the Loan
Agreement.

Pursuant to the Collateral Assignment, Assignors have granted to the Agent for
the benefit of the Lender(s) a security interest in all the rights, interests
and privileges which such Assignor has or may have in or under the following
contracts (the “Assigned Contracts”):



    1)  Management Agreement between NMG and Comprehensive Care Group, LLC dated
        March 15, 2019;
    2)  Convertible Credit Facility Agreement from DEP to NMG MI 1, Inc. (formerly
        NMG MI 1, LLC) dated February 1, 2021;
    3)  Convertible Credit Facility Agreement from DEP to NMG MI C1, Inc.
        (formerly NMG MI C1, LLC) dated February 1, 2021; and
    4)  Convertible Credit Facility Agreement from DEP to NMG MI P1, Inc.
        (formerly NMG MI P1, LLC) dated February 1, 2021.



The rights of the Agent may only be exercised in the event of a default and the
exercise of such rights must not violate any applicable law. Each Assignor, upon
the occurrence and continuation of a default, authorizes the Agent on behalf of
the Lender(s), at the Agent’s option and without notice, to directly receive any
and all payments and other benefits owed to any Assignor under any Assigned
Contract.

Intercompany Subordinated Demand Promissory Note

On July 19, 2021, we and our subsidiaries (DEP, NMG, NMG OH 1, LLC, NMG OH P1,
LLC
, NMG Long Beach, LLC, NMG MI C1, Inc., NMG MI P1, Inc., NMG MI 1, Inc., NMG
CA C1, LLC
, NMG CA P1, LLC, NMG CA 1, LLC and NMG Cathedral City, LLC)
(collectively, the “Affiliate Obligors”) entered into a Intercompany
Subordinated Demand Promissory Note wherein Affiliate Obligors agree and
acknowledge that all debt, liabilities and obligations owing or due, or to
become due, to any other of our subsidiaries will be subordinate, and junior
(the “Subordinated Debt”) to the discharge of our obligations under the Loan
Agreement.

So long as no default has occurred under the Loan Agreement, each Affiliate
Obligor may make payments on account of the Subordinated Debt in the ordinary
course of business, solely to the extent such payments are permitted under the
Loan Agreement. Upon default, no Affiliate Obligor shall make, accept or
receive, any payment of Subordinated Debt Payment.




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Until our satisfaction of all obligations under the loan, no subsidiary holding
rights to be paid Subordinated Debt will (i) accelerate, make demand, or
otherwise make due and payable prior to the original due date thereof any
Subordinated Debt; (ii) exercise any rights under or with respect to guaranties
of the Subordinated Debt; (iii) exercise any of its rights or remedies in
connection with the Subordinated Debt; (iv) exercise any right to set-off or
counterclaim in respect of any debt, contest, protest, or object to any exercise
of secured creditor remedies by Agent or any Lender; (v) object to any
forbearance by the Agent; (vi) commence, or cause to be commenced, and
insolvency proceeding; or (vii) contest, protest, or object to any Affiliate
Obligor obtaining debtor-in-possession financing.

The foregoing descriptions of the Loan Agreement, the Security Agreement, the
Pledge Agreement, the Omnibus Collateral Assignment, the Intercompany
Subordinated Demand Promissory Note, the Term Note and the Warrants do not
purport to be complete and are qualified in their entirety by reference to the
full text of those documents, copies of which were attached as Exhibits 10.1,
10.2, 10.3, 10.4, 10.5, 10.6, 4.1 and 4.2, respectively, to our Current Report
on Form 8-K filed with the SEC on July 23, 2021 and are incorporated by
reference herein.

Limited Waiver and Amendment to Loan Agreement

On December 12, 2022, the Company, the Guarantors (collectively, the “Loan
Parties”), the Agent and the Lender entered into a Limited Waiver and Amendment
to Loan Agreement (the “Limited Waiver and Amendment to Loan Agreement”) to deal
with certain events of default that occurred under the Loan Agreement, as
amended, with respect to (i) the Company’s failure to deliver to Agent the
audited annual financial statements of the Company and its subsidiaries for the
fiscal year ended July 31, 2022, on or before ninety (90) days after the end of
such fiscal year in accordance with Section 7.2(c) of the Loan Agreement (the
“First Specified Default”) and (ii) the Agent being informed that the Company
anticipates that it will fail to deliver the quarterly financial statements of
the Company and its subsidiaries for the fiscal quarter ending October 31, 2022,
in form and substance acceptable to Agent, on or before forty-five (45) days
after the end of such fiscal quarter, in accordance with Section 7.2(b) (the
“Second Specified Default”, and together with the First Specified Default, the
“Specified Defaults”).

Pursuant to the Limited Waiver and Amendment to Loan Agreement, the Agent and
the Lender each waived the Specified Defaults on a limited one-time basis
subject to the terms and conditions thereof until (i) with respect to the First
Specified Default, 5:00 PM EST on December 30, 2022, and (ii) with respect to
the Second Specified Default, 5:00 PM EST on January 13, 2023 (the “Waiver
Period”); provided that if the Loan Parties fail to deliver each of the Amended
Deliverables (as defined below) on or before expiration of their respective
Waiver Period, the waiver would no longer be of any effect, and the Lender would
be entitled to enforce all remedies set forth in the Loan Agreement as of the
date each Specified Default first occurred.

Subsequent to entering into the Limited Waiver and Amendment to Loan Agreement,
the parties verbally agreed and confirmed via email on December 20, 2022, that
the Waiver Period for the First Specified Default shall be extended from
December 30, 2022 to January 17, 2023, and the Waiver Period for the Second
Specified Default shall be extended from January 13, 2023 to January 27, 2023;
and that the corresponding amendments shall be made to sections 7.2(b) and
7.2(c) of the Loan Agreement as set forth above.

The foregoing description of the Limited Waiver and Amendment to Loan Agreement
does not purport to be complete and is qualified in its entirety by the Limited
Waiver and Amendment to Loan Agreement, which is filed as Exhibit 10.73 to our
Annual Report on Form 10-K for the fiscal year ended July 31, 2022 filed with
the SEC on January 17, 2023 and is incorporated by reference herein.

Convertible Debenture Financing

On December 19, 2022, the Company entered into Securities Purchase Agreements
(“SPAs”) with each of BAM I, A Series of Bengal Catalyst Fund SPV, LP, a
Delaware limited partnership, Mindset Value Fund LP, a Delaware limited
partnership, and Mindset Value Wellness Fund LP, a Delaware limited partnership
(collectively, the “Investors”) pursuant to which the Company issued to the
Investors unsecured five-year convertible debentures in the aggregate principal
amount of $3,000,000 (the “Debentures”) , which bear interest at a rate of 8%
per annum, compounded annually, and common stock purchase warrants (the
“Warrants”) to acquire 15,000,000 shares of common stock of the Company (each, a
“Warrant Share”). The proceeds from the sale of the Debentures and the Warrants
will be used for business development purposes.




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In addition, pursuant to the SPAs, following the closing and until the later of
(a) the repayment or conversion of the Debentures, and (b) Bengal Impact
Partners, LLC
(“Bengal Capital“) (or any of its affiliates) ceasing to own at
least 10% of the issued and outstanding shares of common stock on an
as-converted basis in the aggregate, Bengal Capital shall be entitled to
nominate one director to the Company’s Board and one Board observer, provided
that the nominee director must meet the requirements of applicable corporate,
securities and other applicable laws, and the policies of the Canadian
Securities Exchange.

Bengal Catalyst Funds and CraftedPlants NJ Corp were both owned or managed by
the principals of the Bengal Capital Group. As Joshua Rosen is a managing
principal of the Bengal Capital Group, he was involved in both transactions of
the convertible note investment and the merger acquisition of the NJ license.

Results of Operations for the three month periods ended October 31, 2022 and
2021:

The following table sets forth our results of operations for the three month
periods ended October 31, 2022 and 2021:



                                              October 31,      October 31,
                                                  2022             2021
                                                   $                $
Sales                                            7,831,695        7,570,816
Cost of Sales                                   (6,192,489 )     (4,416,703 )
Gross Margin                                     1,639,206        3,154,113
Operating Expenses                              (3,617,271 )     (2,838,804 )
Loss for the Period                             (2,952,795 )       (677,254 )
Foreign Currency Translation Adjustment            (70,060 )         36,281
Comprehensive Loss                              (3,022,855 )       (640,973 )

Basic and Diluted Earnings (Loss) Per Share (0.03 ) (0.01 )




Revenues


For the three month period ended October 31, 2022 we had total sales of
$7,831,695 and cost of sales of $6,192,489 for a gross margin of $1,639,206
compared to total sales of $7,570,816 and cost of sales of $4,416,703 for a
gross margin of $3,154,113 in the three month period ended October 31, 2021.
Gross margin decreased due to decreasing wholesale prices, increasing costs and
lower inventory balance on hand at October 31, 2022.




During the three months ended October 31, 2022, the Company recorded product
sales as follows:



                        Three months ended October 31,
                                     2022
Revenues - By Segment                  $                     %

Wholesale                                     1,305,981       17 %
Retail                                        6,525,714       83 %

Total                                         7,831,695




Operating Expenses


For the three month period ended October 31, 2022, operating expenses totaled
$3,617,271 compared with $2,838,804 for the three month period ended October 31,
2021
. A significant reason for the increase in operating expenses between the
periods related to an increase in lease expense from $102,033 and $255,871 as
the Company continues to expand and an increase in licenses, utilities and
office administration from $845,747 to $1,280,405. The Company’s office
administration increased considerably as a result of various ongoing
acquisitions and expansions.




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The Company also had an increase in depreciation and amortization expense of
$362,115 compared to $331,544 due to a larger balance of property and equipment
and intangible assets that need to be depreciated/amortized. A large portion of
the depreciation and amortization expense are also included in Cost of Sales
resulting in an increase in Cost of Sales for the current period.



Other Items


During the three month period ended October 31, 2022, our other items accounted
for $348,656 of losses as compared to $290,391 for the three month period ended
October 31, 2021. The significant components in other items primarily relates to
the Company’s interest income on the secured convertible note and interest
expense on the long-term loan payable.



Net Loss


Net loss for the quarter ended October 31, 2022, totaled $2,952,795 compared
with a net loss of $677,254 for the quarter ended October 31, 2021. The increase
in net loss is largely due to the increase in cost of sales, and increase in
general and administrative expenses as discussed above.

Other Comprehensive Income (Loss)

We recorded a foreign currency translation adjustment loss of $70,060 and gain
of $36,281 for the quarter ended October 31, 2022 and 2021, respectively. The
amounts are included in the statement of operations as other
comprehensive income for the respective periods.

Liquidity and Capital Resources




The following table sets out our cash and working capital as of October 31,
2022:



                                As of
                             October 31,
                                 2022
                             (unaudited)
Cash reserves                $  1,302,124

Working capital deficiency $ 937,922

At October 31, 2022, we had cash of $1,302,124 as compared to cash of $1,854,277
at July 31, 2022. The Company has minimal committed capital expenditures.



Statement of Cash flows


During the three month period ended October 31, 2022, our net cash decreased by
$552,153 (2021 – increase by $58,892), which included net cash used in operating
activities of $589,074 (2021 – provided $256,511), net cash provided by
investing activities of $106,989 (2021 – used $232,076), net cash used in
financing activities of $8 (2021 – used $1,824) and effect of exchange rate
changes on cash and cash equivalents having a loss of $70,060 (2021 – gain of
$36,281).

Cash Flow provided by (used in) Operating Activities

Significant changes in cash used in operating activities are outlined as
follows:



    ·   The Company incurred a net loss from operations of $2,952,795 during the
        three months ended October 31, 2022 compared to $677,254 in 2021. The net
        loss in 2022 included, among other things, amortization of debt discount
        of $114,221 (2021 - $117,744), amortization of intangible assets of
        $327,950 (2021 - $302,255), amortization of operating lease ROU assets of
        $320,719 (2021 - $77,037), depreciation of property and equipment of
        $268,853 (2021 - $202,394), accrued interest income of $18,000 (2021 -
        $18,000), and stock-based compensation of $32,458 (2021 - $145,175).





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The following non-cash items further adjusted the loss for the three months
ended October 31, 2022 and 2021:



    ·   Decrease in amounts receivable and prepaid of $28,724 (2021 - $6,294),
        decrease in inventory of $624,588 (2021 - increase of $416,118), increase
        in trade payables and accrued liabilities of $382,274 (2021 - decrease of
        $118,882), increase in income taxes payable and deferred taxes of $621,454
        (2021 - $700,352), decrease in due to related parties of $59,036 (2021 -
        increase of $2,092), and decrease of operating lease liabilities of
        $290,474 (2021 - $66,578).



Cash Flow used in Investing Activities

The change in cash from investing activities from the three month period ended
October 31, 2022 relates primarily to the purchased equipment of $8,320 (2021 –
$15,650), loan repaid by CCG in Arkansas of $115,309 (2021 – provided $162,011).

Cash Flow provided by Financing Activities

During the three month period ended October 31, 2022, financing activities used
cash of $8 compared to $1,824 during the three month period ended October 31,
2021
, all related to a repayment of loan.



Trends and Uncertainties


Potential Impact of the COVID-19 Pandemic

In December 2019, a strain of novel coronavirus (now commonly known as COVID-19)
was reported to have surfaced in Wuhan, China. COVID-19 has since spread rapidly
throughout many countries, and, on March 11, 2020, the World Health Organization
declared COVID-19 to be a pandemic. In an effort to contain and mitigate the
spread of COVID-19, many countries, including the United States, Canada and
China, have imposed unprecedented restrictions on travel, and there have been
business closures and a substantial reduction in economic activity in countries
that have had significant outbreaks of COVID-19. Although certain restrictions
have been relaxed, COVID-19 may have a future material impact on our results of
operation with respect to retail sales at our dispensary locations as well as
wholesales of our products in Nevada to dispensaries in Nevada. Significant
uncertainty remains as to the potential impact of the COVID-19 pandemic on our
operations, and on the global economy as a whole. It is currently not possible
to predict how long the pandemic will last or the time that it will take for
economic activity to return to prior levels. We do not yet know the full extent
of any impact on our business or our operations, however, we will continue to
monitor the COVID-19 situation closely, and intend to follow health and safety
guidelines as they evolve.

Off-balance sheet arrangements

There are no off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.



Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance
with United States generally accepted accounting principles applied on a
consistent basis. The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to
prepare our financial statements. In general, management’s estimates are based
on historical experience, on information from third party professionals, and on
various other assumptions that are believed to be reasonable under the facts and
circumstances. Actual results could differ from those estimates made by
management.




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We believe the following critical accounting policies require us to make
significant judgments and estimates in the preparation of our consolidated
financial statements.



 · Income taxes



The determination of deferred income tax assets or liabilities requires
subjective assumptions regarding future income tax rates and the likelihood of
utilizing tax carry-forwards. Changes in these assumptions could materially
affect the recorded amounts, and therefore do not necessarily provide certainty
as to their recorded values.



  · Foreign currency



The Company determines the functional currency through an analysis of several
indicators such as expenses and cash flows, financing activities, retention of
operating cash flows, and frequency of transactions with the reporting entity.



  · Fair value of financial instruments



Management uses valuation techniques, in measuring the fair value of financial
instruments, where active market quotes are not available.

In applying the valuation techniques, management makes maximum use of market
inputs wherever possible, and uses estimates and assumptions that are, as far as
possible, consistent with observable data that market participants would use in
pricing the instrument. Where applicable data is not observable, management uses
its best estimate about the assumptions that market participants would make.
Such estimates include liquidity risk, credit risk and volatility may vary from
the actual results that would be achieved in an arm’s length transaction at the
reporting date.

The assessment of the timing and extent of impairment of intangible assets
involves both significant judgements by management about the current and future
prospects for the intangible assets as well as estimates about the factors used
to quantify the extent of any impairment that is recognized.



  · Long-lived assets and goodwill



Long-lived assets and goodwill are reviewed for indicators of impairment at
least annually. When there are indications of impairment, the Company calculates
the fair value of reporting units for goodwill and the fair value of the asset
groups for long-lived assets using various valuation techniques, which require
the input of highly subjective assumptions that can materially affect the fair
value estimate.



  · Intellectual property



The recoverability of the carrying value of the intellectual property is
dependent on numerous factors. The carrying value of these assets is reviewed by
management when events or circumstances indicate that its carrying value may not
be recovered. If impairment is determined to exist, an impairment loss is
recognized to the extent that the carrying amount exceeds the recoverable
amount.



  · Stock-based compensation



The option pricing models require the input of highly subjective assumptions,
particularly the expected stock price volatility. Changes in the subjective
input assumptions can materially affect the fair value estimate, and therefore
the existing models do not necessarily provide a reliable single measure of the
fair value of the Company’s stock options.




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  · Business Combination



The results of businesses acquired in a business combination are included in our
consolidated financial statements from the date of the acquisition. Purchase
accounting results in assets and liabilities of an acquired business being
recorded at their estimated fair values on the acquisition date. Any excess
consideration over the fair value of assets acquired and liabilities assumed is
recognized as goodwill.

We perform valuations of assets acquired and liabilities assumed on each
acquisition accounted for as a business combination in order to record the
tangible and intangible assets acquired and liabilities assumed based on our
best estimate of fair value. Determining the fair value of assets acquired and
liabilities assumed requires management to use significant judgment and
estimates including the selection of valuation methodologies, estimates of
future revenue and cash flows, discount rates and selection of comparable
companies. Significant estimation is required in determining the fair value of
the customer relationship intangible assets, deferred revenue and contingent
consideration liabilities. The significant estimation is primarily due to the
judgmental nature of the inputs to the valuation models used to measure the fair
value of these intangible assets, deferred revenue and contingent consideration
liabilities, as well as the sensitivity of the respective fair values to the
underlying significant assumptions. We use the income approach to measure the
fair value of these intangible assets. The significant assumptions used to
estimate the fair value of the intangible assets included forecasted revenues
from existing customers and existing customer attrition rates. When estimating
the significant assumptions to be used in the valuation we include a
consideration of current industry information, market and economic trends,
historical results of the acquired business and other relevant factors. These
significant assumptions are forward-looking and could be affected by future
economic and market conditions. We engage the assistance of valuation
specialists in concluding on fair value measurements in connection with
determining fair values of assets acquired and liabilities assumed in a business
combination.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments-Credit
Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which
requires the measurement and recognition of expected credit losses for financial
assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss
impairment model with an expected loss methodology, which will result in more
timely recognition of credit losses. ASU 2016-13 is effective for annual
reporting periods, and interim periods within those years beginning after
December 15, 2022. The Company does not anticipate this amendment to have a
significant impact on the consolidated financial statements.



Management of financial risks


The financial risk arising from the Company’s operations are credit risk,
liquidity risk, interest rate risk and currency risk.

These risks arise from the normal course of operations and all transactions
undertaken are to support the Company’s ability to continue as a going concern.
The risks associated with these financial instruments and the policies on how to
mitigate these risks are set out below. Management manages and monitors these
exposures to ensure appropriate measures are implemented on a timely and
effective manner.



  · Credit risk



Credit risk is the risk that one party to a financial instrument will fail to
discharge an obligation and cause the other party to incur a financial loss. The
Company reduces its exposure to credit risk by maintaining its cash with major
financial institutions. Credit risk associated with the convertible loans
receivable arises from the possibility that the principal and/or interest due
may become uncollectible. The Company mitigates this risk by managing and
monitoring the underlying business relationship. The Company is not currently
exposed to any significant credit risk associated with its trade receivable.




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  · Liquidity risk



Liquidity risk is the risk that the Company will not be able to meet its
financial obligations as they fall due. The Company had working capital
deficiency of $937,922 as at October 31, 2022. The Company outlined substantial
doubt about its ability to continue as a going concern in prior periods which
has been alleviated by securing long term debt, cash flow positive operations
and increased sales. The Company anticipates that current cashflow positive
operations, cash on hand and working capital will ensure coverage for all
expenses associated with current operations for at least the next 15 months from
the issuance of these financial statements. Management believes that the Company
has access to capital resources through potential public or private issuances of
debt or equity securities to further contribute to the growth of the company.



  · Interest rate risk



Interest rate risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market interest rates.
The Company is not exposed to interest rate risk as it does not hold financial
instruments that will fluctuate in value due to changes in market interest
rates.



  · Currency risk



Currency risk is the risk that the fair values of future cash flows of a
financial instrument will fluctuate because they are denominated in currencies
that differ from the respective functional currency. The Company is exposed to
currency risk by incurring expenditures and holding assets denominated in
currencies other than its functional currency. Assuming all other variables
remain constant, a 1% change in the Canadian dollar against the US dollar would
not result in a significant change to the Company’s operations.



  · Other risks



The Company is not exposed to other risks unless otherwise noted.

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