Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: June 14, 2022

Commission File Number: 000-55992

Red White & Bloom Brands Inc.

(Exact name of registrant as specified in its charter)

789 West Pender Street, Suite 810
Vancouver BC Canada V6C 1H2
(Address of principal executive office)

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

Form 20-F ☒ Form 40-F ☐

EXHIBIT INDEX

Exhibit No.	Description
99.1	News release dated June 14, 2022
99.2	News release dated June 15, 2022
99.3	News release dated June 29, 2022

SIGNATURES

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

	Red White & Bloom Brands Inc.

	By:	/s/ Edoardo Mattei
		Edoardo Mattei
		Chief Financial Officer
Date: June 27, 2023

Exhibit 99.1

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

Vancouver, BC and Toronto, ON– June 14, 2022 – Red White & Bloom Brands Inc., (CSE: RWB)(OTCQX: RWBYF) (the “Company” or “RWB”) is providing this update on the status of a management cease trade order granted on May 3, 2022 (the "MCTO") by the British Columbia Securities Commission under National Policy 12-203 – Management Cease Trade Order ("NP 12-203"). On May 3, 2022, the Company announced that, for reasons disclosed in the news release, there would be a delay in the filing of its financial statements and accompanying management’s discussion and analysis for the fiscal year ended December 31, 2021 (the "Annual Filings") beyond the period prescribed under applicable Canadian securities laws (the "Default Announcement").

The Company reports that the audit is progressing and will provide a further update on the timing of its Annual Filings on or about June 30, 2022. The Company is also progressing on completion of its interim financial statements and accompanying management’s discussion and analysis for the first quarter ended March 31, 2022, and will provide a further update on or before June 30, 2022. Further updates on timing will be provided by the Company as necessary.

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

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

# # #

About Red White & Bloom Brands Inc.

Red White & Bloom is a multi-state cannabis operator and house of premium brands in the U.S. legal cannabis and hemp sector. RWB is predominantly focusing its investments on the major U.S. markets, including Arizona, California, Florida, Illinois, Massachusetts, and Michigan with respect to cannabis, and the U.S. and internationally for hemp-based CBD products. For more information, visit website: www.RedWhiteBloom.com, or follow RWB on social media:

Twitter: @rwbbrands;

Facebook: @redwhitebloombrands;

Instagram: @redwhitebloombrands

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

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

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

FORWARD LOOKING INFORMATION

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

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

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

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

Exhibit 99.2

C3 Industries Partners with Red White & Bloom to License Platinum Vape Brand

C3 to bring top vape cartridge brand to Missouri and Massachusetts in 2022

ANN ARBOR, Mich. (June 15, 2022) -- C3 Industries (“C3”), a multi-state, vertically integrated cannabis company with headquarters in Ann Arbor, MI, today announced an exclusive partnership with Red White & Bloom (CSE: RWB and OTC:RWBYF), a multistate cannabis operator and house of premium brands, to license their Platinum Vape brand in Missouri and Massachusetts.

Red White & Bloom boasts a wide portfolio of brands, including Platinum Vape, one of the leading vape cartridge brands in the United States. Platinum Vape is well known by consumers for its innovative thinking and popular line of distillate carts that leverage top-tier botanical terpenes. Platinum Vape utilizes a custom, pure terpene separation process, harvesting premium flower with a focus on quality and potency. Among Platinum Vape’s core offerings include products like vape cartridges, disposable vape pens, infused chocolates and gummies, premium flower and pre-rolls.

C3 Industries will exclusively license the full line of Platinum Vape products in Missouri and Massachusetts, with items available for sale in High Profile Cannabis shops and third-party retailers across the states. The initial offering will include the following flavors of cartridges: Grease Monkey; Sour Dub; Lime OG; Fire OG; Grape Ape; Paris OG; Maui Wowie; Super Lemon Haze; and Cush.

“C3 Industries is intentional when it comes to selecting our brand partners, and our commitment to Platinum Vape is no exception,” said Ankur Rungta, CEO and co-founder of C3 Industries. “Platinum Vape has proven itself as a powerhouse brand, out-performing all other cartridges in the state of Michigan and gaining popularity around the country. Our team is thrilled to introduce such a staple offering in multiple new markets this year. We are aiming to achieve a top 5 market share in each market, with additional flavors introduced over time as we ramp up our presence.”

“Red White & Bloom is expanding operations around the United States and scaling our brands to new markets,” said Brad Rogers, CEO and chairman at Red White & Bloom. “We are proud to partner with C3 Industries to bring one of our superior brands, Platinum Vape, to Missouri and Massachusetts where customers can enjoy our unique terpene blends and wide selection of products. With the support of C3, Platinum Vape is poised for success.”

About C3 Industries:

C3 Industries is a multi-state, vertically integrated cannabis company headquartered in Ann Arbor, Michigan, with several product brands including the award-winning Cloud Cover Cannabis and Galactic Meds, and a retail network, High Profile Cannabis Shop. The company produces high-quality cannabis products across all categories in Oregon, Michigan, Massachusetts and Missouri. For more information, visit www.c3industries.com.

Additional information about High Profile Cannabis Shop can be found by signing up for the company’s newsletters at www.highprofilecannabis.com and on Instagram at @highprofileofficial. Additional information on Cloud Cover Cannabis can be found at www.cloudcovercannabis.com and @cloudcovercannabis on Instagram. Additional information on Galactic Meds can be found at @galactic_meds on Instagram.

About Platinum Vape:

At Platinum, we strive to be at the forefront of the cannabis industry using innovative thinking, honesty, and responsibility. We hold ourselves and our partners to the highest standard possible, to ensure our products are both safe and clean. When you purchase a PV product, we consider you part of our Platinum Family. Our dedication to selecting the finest partners and plants for extraction has propelled us to build a strong following and market awareness for PV Vapes and cannabis products.

About Red White & Bloom Brands Inc.:

Red White & Bloom is a multistate cannabis operator and house of premium brands in the U.S. legal cannabis and hemp sector. Red White & Bloom is predominantly focusing its investments on the major U.S. markets, including Arizona, California, Florida, Illinois, Oklahoma and Michigan with respect to cannabis, and the U.S. and internationally for hemp-based cannabidiol products.

C3 Industries Media Contact:

Mattio Communications

c3@mattio.com

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

Exhibit 99.3

Red White & Bloom Brands Provides Update on Status of MCTO

Vancouver, BC and Toronto, ON– June 29, 2022 – Red White & Bloom Brands Inc., (CSE: RWB)(OTCQX: RWBYF) (the “Company” or “RWB”) is providing this update on the status of a management cease trade order granted on May 3, 2022 (the "MCTO") by the British Columbia Securities Commission under National Policy 12-203 – Management Cease Trade Order ("NP 12-203"). On May 3, 2022, the Company announced that, for reasons disclosed in the news release, there would be a delay in the filing of its financial statements and accompanying management’s discussion and analysis for the fiscal year ended December 31, 2021 (the "Annual Filings") beyond the period prescribed under applicable Canadian securities laws (the "Default Announcement").

The Company has previously advised that it expected to be in a position to file the Annual Filings on or before June 30, 2022.

The Company has been informed by its auditor, Macias Gini & O'Connell LLP (“MGO”), that it would not be in a position to complete the audit by June 30, 2022. The Company has been working diligently with MGO to ensure that the audit is completed as soon possible. The Company applied to extend the MCTO, which was subsequently approved by the BCSC, and anticipates filing the Annual Filings and Q1, 2022 on or before July 15, 2022. Further updates on timing will be provided by the Company as necessary.

The existing MCTO presently continues to be in effect.

The Company also announces that Ryan Costello has resigned from the board of directors effective June 17, 2022 for personal reasons. The Company wishes Mr. Costello well with his future endeavors.

The Company is in the process of appointing additional directors to the Board upon completion of their regulatory clearance with applicable state cannabis regulators, which is ongoing and expected to be completed over the next few weeks. Details about future appointments shall be announced as they become effective.