SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus supplement contains forward-looking statements
within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 27A of the U.S.
Securities Act of 1933, as amended, (the “Securities Act”)
and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and is subject to the safe
harbor created by those sections. This prospectus supplement also
contains “forward-looking information” within the meaning of
applicable Canadian securities laws. We refer to such
forward-looking statements and forward-looking information
collectively as “forward-looking statements”. Forward-looking
statements may relate to this offering and the anticipated use of
proceeds therefrom, as well as the Company’s future outlook or
financial position and anticipated events or results and may
include statements regarding the financial position, business
strategy, budgets, expansion plans, litigation, projected
production, projected costs, capital expenditures, financial
results, taxes, plans and objectives of or involving the Company.
Particularly, statements regarding future results, performance,
achievements, prospects or opportunities for the Company, the
greenhouse vegetable or produce industry or the cannabis industry
are forward-looking statements. In some cases, forward-looking
information can be identified by such terms as “can”, “outlook”,
“may”, “might”, “will”, “could”, “should”, “would”, “occur”,
“expect”, “plan”, “anticipate”, “believe”, “intend”, “try”,
“estimate”, “predict”, “potential”, “continue”, “likely”,
“schedule”, “objectives”, or the negative or grammatical variation
thereof or other similar expressions concerning matters that are
not historical facts. The forward-looking statements in this
prospectus supplement are subject to risks that may include, but
are not limited to: our limited operating history in the cannabis
and cannabinoids industry, including that of Pure Sunfarms, Corp.
(“Pure Sunfarms”), Rose LifeScience Inc. (“Rose” or
“Rose LifeScience”) and Balanced Health Botanicals, LLC
(“Balanced Health”); the legal status of the cannabis
business of Pure Sunfarms and Rose and the hemp business of
Balanced Health; risks relating to the integration of Balanced
Health and Rose into our consolidated business; risks relating to
obtaining additional financing, including our dependence upon
credit facilities; potential difficulties in achieving and/or
maintaining profitability; variability of product pricing; risks
inherent in the cannabis, hemp, CBD, cannabinoids, and agricultural
businesses; market position; ability to leverage current business
relationships for future business involving hemp and cannabinoids;
the ability of Pure Sunfarms and Rose to cultivate and distribute
cannabis in Canada; existing and new governmental regulations,
including risks related to regulatory compliance and regarding
obtaining and maintaining licenses; legal and operational risks
relating to expected conversion of our greenhouses to cannabis
production in Canada and in the United States; risks related to
rules and regulations at the U.S. federal (Food and Drug
Administration and United States Department of Agriculture), state
and municipal rules and regulations with respect to produce and
hemp, cannabidiol-based products commercialization; retail
consolidation, technological advances and other forms of
competition; transportation disruptions; product liability and
other potential litigation; retention of key executives; labor
issues; uninsured and underinsured losses; vulnerability to rising
energy costs; inflationary effects on costs of cultivation and
transportation; recessionary effects on demand of our products;
environmental, health and safety risks, foreign exchange exposure,
risks associated with cross-border trade; difficulties in managing
our growth; restrictive covenants under our credit facilities;
natural catastrophes; and tax risks.
The Company has based these forward-looking statements on factors
and assumptions about future events and financial trends that it
believes may affect its financial condition, results of operations,
business strategy and financial needs. Although the forward-looking
statements contained in this prospectus supplement are based upon
assumptions that management believes are reasonable based on
information currently available to management, there can be no
assurance that actual results will be consistent with these
forward-looking statements. Forward-looking statements necessarily
involve known and unknown risks and uncertainties, many of which
are beyond the Company’s control, which may cause the Company’s or
the industry’s actual results, performance, achievements, prospects
and opportunities in future periods to differ materially from those
expressed or implied by such forward-looking statements. These
risks and uncertainties include, among other things, the factors
contained in the Company’s filings with securities regulators,
including this prospectus supplement.
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