FORWARD-LOOKING STATEMENTS
This prospectus and the documents that are incorporated by reference into this prospectus contain 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 (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 and the documents that are incorporated by reference into this prospectus also contain forward-looking information within the meaning of
applicable Canadian securities laws. We refer to such forward-looking statements and forward-looking information collectively herein as forward-looking statements. Forward-looking statements may relate to our 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 ours or involving us. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for us, 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 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 and the documents that are incorporated by
reference into this prospectus 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 Rose LifeScience Inc. (Rose or Rose
Lifescience), Balanced Health Botanicals, LLC (Balanced Health), Pure Sunfarms, Inc. (Pure Sunfarms) and our operations of growing hemp in the United States; the legal status of the cannabis business
of Pure Sunfarms and Rose and the cannabinoid business of Balanced Health; risks relating to the integration of Balanced Health and Rose into our consolidated businesses; 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; 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; the ongoing and developing
COVID-19 pandemic; and tax risks.
We have based these forward-looking statements on factors and assumptions about
future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Although the forward-looking statements contained in this prospectus and in the documents
incorporated by reference herein 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 our control, that may cause our or the industrys 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 our filings with the Securities and Exchange
Commission (the SEC), including this prospectus and the documents that are incorporated by reference into this prospectus. In particular, we caution you that our forward-looking statements are subject to the ongoing and developing
circumstances related
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