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: October 11, 2022
Commission File Number: 000-55992
Red White & Bloom Brands Inc.
(Exact name of registrant as specified in its charter)
789 West Pender Street, Suite 810
Vancouver BC Canada V6C 1H2
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Red White & Bloom Brands Inc. |
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By: |
/s/ Edoardo Mattei |
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Edoardo Mattei |
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Chief Financial Officer |
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| Date: June 27, 2023 |
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Exhibit 99.1
Form 51-102F3
Material Change Report
| Item 1 | Name and Address of Company |
Red White & Bloom Brands Inc. (the “Company”)
810 - 789 West
Pender Street
Vancouver, BC V6C 1H2
| Item 2 | Date of Material Change |
October 7, 2022
The new release was filed on SEDAR, disseminated through the facilities of GlobeNewswire
and posted to the Company’s disclosure hall with the Canadian Securities Exchange (the “CSE”).
| Item 4 | Summary of Material Change |
The Company announced the appointment of Hans Sommer as General Manager of RWB Michigan.
The Company also announced it has issued 3,200,000 stock
options to certain directors and an officer of the Company. The stock options are exercisable to acquire up to 3,200,000 common shares
of the Company at an exercise price of $0.135. The stock options vest quarterly over a period of two years from grant.
| Item 5 | Full Description of Material Change |
| 5.1 | Full Description of Material Change |
See the attached news release.
| 5.2 | Disclosure for Restructuring Transactions |
Not applicable.
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| Item 7 | Omitted Information |
Not applicable.
Johannes van der Linde, Director
Phone: 604-687-2038
October 11, 2022
Red White & Bloom Provides Expansion Update
-
RWB recognizes initial revenue for much anticipated Platinum brand launch in Missouri and Massachusetts-
-RWB Florida has executed a lease for
a new location in Clearwater, Florida with plans to open in Q4 2022-
-RWB Michigan appoints Hans Sommer as General Manager-
TORONTO, ON October 7, 2022 (GLOBE
NEWSWIRE) -- Red White & Bloom Brands Inc. (CSE:
RWB and OTC:RWBYF) (“RWB”
or the “Company”), a multi-state cannabis operator and house of premium brands, announces that they are continuing their aggressive
expansion plans, having recently announced the launch of Platinum
Vape™ (“PV” or “Platinum” ) product extensions, the Company is focusing
on expanded markets to serve.
RWB previously announced that it entered into an exclusive
license agreement that would see the full line of Platinum products be made available in Missouri and Massachusetts, with Platinum to
be made available for sale in High Profile Cannabis shops and third-party retailers across both states. The Company reports that it has
shipped the initial non- THC components to its partner as they gear up for manufacturing of finished goods for launch in both states.
The initial offering will include the full collection of Platinum products in exciting new strains, flavors and formats.
According to Grand View Research, “The
Missouri medical cannabis market size was valued at USD 289.9 million in 2021 and is expected to expand at a compound annual growth rate
(CAGR) of 22.7% from 2022 to 2030.”
Headset reported on
September 8, 2022, “Totaling nearly $1 billion in cannabis sales so far this year, the Massachusetts cannabis market is growing
larger than more legacy markets in the US such as Washington and Oregon.”
The Company is also
pleased to report that RWB Florida has executed a lease for an additional medical dispensary location in Clearwater, FL. The new location
design has been optimized for revenue per square foot and customer experience. All locations will carry the RWB full line of products
and will help the Company expand more rapidly to serve a greater number of medical patients in the state. The Company expects the Clearwater
location to be operating in Q4 of 2022.
RWB is pleased to announce the appointment of Hans Sommer
as General Manager of RWB Michigan. Mr. Sommer brings a wealth of experience with a strong background in finance, operations and retail
management. Mr. Sommer has worked in numerous high-growth industries in both the public and private sectors. He has held numerous senior-level
positions and, most recently, was the Vice President of Finance at Gage Cannabis Co. Mr. Sommer was foundational
in building strong internal and external controls across the organization and played an integral role in the successful acquisition of
Gage by TerrAscend for over $500 million. Mr. Sommer prides himself in building a strong corporate culture through disciplined execution
and growth for both the company and the employees in the organization. Mr. Sommer is a Certified Public Account (CPA) and a graduate of
the University of Michigan.
The Company further reports that it
has issued 3,200,000 stock options to certain directors and an officer of the Company. The stock options are exercisable to acquire up
to 3,200,000 common shares of the Company at an exercise price of $0.135. The stock options vest quarterly over a period of two years
from grant.
# # #
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 sector. RWB is predominantly focusing its investments on the major U.S.
markets, including Arizona, California, Florida, Massachusetts, and Michigan.
For more information about Red White & Bloom
Brands Inc., please contact:
Brad Rogers, CEO and Chairman
604-687-2038
Visit website: www.RedWhiteBloom.com,
or follow RWB on social media: Twitter: @rwbbrands;
Facebook: @redwhitebloombrands;
Instagram: @redwhitebloombrands.
Neither the CSE nor its Regulation Services Provider (as that
term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING INFORMATION
This press release contains forward-looking
statements and information that are based on the beliefs of management and reflect the Company’s current expectations. When used
in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”,
“expect”, “plan”, “predict”, “may” or “should” and the negative of these words
or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. There is no
assurance that these transactions will yield results in line with management expectations. Such statements and information reflect the
current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated
in those forward-looking statements and information.
By their nature, forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other
future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following risks: risks associated with the implementation of the Company’s business
plan and matters relating thereto, risks associated with the cannabis industry, competition, regulatory change, the need for additional
financing, reliance on key personnel, market size, and the volatility of the Company’s common share price and volume. Forward-looking statements are made based on management’s
beliefs, estimates and opinions on the date that statements are made, and the Company undertakes no obligation to update forward-looking
statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing
undue certainty to forward-looking statements.
There are a number of important factors that
could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and
information. Such factors include, among others, risks related to the Company’s proposed business, such as failure of the business
strategy and government regulation; risks related to the Company’s operations, such as additional financing requirements and access
to capital, reliance on key and qualified personnel, insurance, competition, intellectual property and reliable supply chains; risks related
to the Company and its business generally; risks related to regulatory approvals. The Company cautions that the foregoing list of material
factors is not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors
and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain
progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause
such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors
is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such
items or factors. While the Company may elect to, it does not undertake to update this information at any particular time.
THE FORWARD-LOOKING INFORMATION CONTAINED
IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO
CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION
AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT
AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
Exhibit 99.2
RWB Launches Platinum Vape Disposables through an Exclusive
Agreement with Skybar
| · | RWB has exclusive access to Skybar technologies for all THC and CBD Products Globally |
| · | Platinum Vape Disposables are already available in 250 dispensaries across Michigan |
| · | Upcoming target markets for Platinum Vape Disposables include California, Florida, Massachusetts, Missouri and Arizona. |
| · | RWB has expanded the Platinum Brand beyond 5/10 cartridges, Live Resin vapes and Gummies, with the extremely successful launch of
Disposable Vapes |
| · | Global Market for THC Vapes is estimated to
reach $26.5 billion by 2031 |
TORONTO, ON and DETROIT, MI, October 3rd,
2022 (GLOBE NEWSWIRE) -- Red White & Bloom Brands Inc. (CSE:
RWB and OTC:RWBYF)
(“RWB” or the “Company”), a multi-state cannabis operator and house of premium brands, announces an exclusive
agreement to utilize vape technology provided by Skybar, a leading innovator in vape devices. In addition, the company is pleased to announce
the debut of Platinum Vape™
(PV) Disposables. Platinum Vape and Skybar have extensively collaborated in creating a unique device with a custom tank and flavorful
exotic terpenes catered specifically for vape consumers. The product has auto-draw technology with a High-Grade Coil and powerful battery,
delivering a smooth and consistent experience without charging or setting adjustments. RWB has seen tremendous success on the launch and
is proud to announce that PV Disposables are currently available
in 250 dispensaries across Michigan.
“RWB continues to introduce a steady
stream of new products to satisfy consumer demand. Alongside the launch of PV Disposables, RWB will expand on its product depth based
on flavors and formats in both gummies and live resin as they are in high demand.” stated Colby De Zen, President of Red White &
Bloom Brands Inc. Adding, “The Company has successfully launched both PV
Live Resin Vapes and PV Gummies in Q2 and Q3 of 2022, and our expanded portfolio is now delivering
hundreds of thousands of units per month across the PV collection. With our commitment to safety and user experience, we are proud to
be a leader in the cannabis derivative market. We continue to be the #1 vape brand in Michigan and have introduced a wide variety of new
strains, flavors and technologies to our consumers. We anticipate the new PV Disposable will be extremely popular with consumers based
on value, quality, convenience and industry leading technology. The introduction of this unique disposable is another example of RWB's
commitment to driving both top-line growth and increased margins to achieve our goal of profitability as an organization.”
As a leading, award-winning vape brand, RWB’s expanded PV portfolio
now includes 5/10 carts, disposables, live resin, gummies, chocolates and premium cannabis flower. The PV brand continues to exhibit strength
across the United States and, according to BDSA, Platinum Vape was the #1 selling vape cartridge in Michigan in August of 2022.
# # #
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 sector. RWB is predominantly focusing its investments on the major U.S. markets,
including Arizona, California, Florida, Massachusetts, and Michigan.
For more information about Red White & Bloom Brands Inc., please contact:
Brad Rogers, CEO and Chairman
604-687-2038
Visit website: www.RedWhiteBloom.com, or
follow RWB on social media:
Twitter: @rwbbrands;
Facebook: @redwhitebloombrands;
Instagram: @redwhitebloombrands.
Neither the CSE nor its Regulation Services Provider (as that term is defined
in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING INFORMATION
This press release contains forward-looking statements
and information that are based on the beliefs of management and reflect the Company’s current expectations. When used in this
press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”,
“expect”, “plan”, “predict”, “may” or “should” and the negative of these words
or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. There
is no assurance that these transactions will yield results in line with management expectations. Such statements and information reflect
the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those
contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events,
to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following risks: risks associated with the implementation of the Company’s business plan
and matters relating thereto, risks associated with the cannabis industry, competition, regulatory change, the need for additional financing,
reliance on key personnel, market size, and the volatility of the Company’s common share price and volume. Forward-looking
statements are made based on management’s beliefs, estimates and opinions on the date that statements are made, and the Company
undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change.
Investors are cautioned against attributing undue certainty to forward-looking statements.
There are a number of important factors that could cause
the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and information.
Such factors include, among others, risks related to the Company’s proposed business, such as failure of the business strategy and
government regulation; risks related to the Company’s operations, such as additional financing requirements and access to capital,
reliance on key and qualified personnel, insurance, competition, intellectual property and reliable supply chains; risks related to the
Company and its business generally; risks related to regulatory approvals. The Company cautions that the foregoing list of material
factors is not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors
and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain
progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will
not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these
factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome
of such items or factors. While the Company may elect to, it does not undertake to update this information at any particular time.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS
RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER
SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS
OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS
REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
Exhibit 99.3
Red White & Bloom Provides Expansion Update
-
RWB recognizes initial revenue for much anticipated Platinum brand launch in Missouri and Massachusetts-
-RWB Florida has executed a lease for
a new location in Clearwater, Florida with plans to open in Q4 2022-
-RWB Michigan appoints Hans Sommer as General Manager-
TORONTO, ON October 7, 2022 (GLOBE
NEWSWIRE) -- Red White & Bloom Brands Inc. (CSE:
RWB and OTC:RWBYF) (“RWB”
or the “Company”), a multi-state cannabis operator and house of premium brands, announces that they are continuing their aggressive
expansion plans, having recently announced the launch of Platinum
Vape™ (“PV” or “Platinum” ) product extensions, the Company is focusing
on expanded markets to serve.
RWB
previously announced that it entered into an exclusive license agreement that would see the full line of Platinum products be made available
in Missouri and Massachusetts, with Platinum to be made available for sale in High Profile Cannabis shops and third-party retailers across
both states. The Company reports that it has shipped the initial non- THC components to its partner as they gear up for manufacturing
of finished goods for launch in both states. The initial offering will include the full collection of Platinum products in exciting new
strains, flavors and formats.
According to Grand View Research, “The
Missouri medical cannabis market size was valued at USD 289.9 million in 2021 and is expected to expand at a compound annual growth rate
(CAGR) of 22.7% from 2022 to 2030.”
Headset reported on
September 8, 2022, “Totaling nearly $1 billion in cannabis sales so far this year, the Massachusetts cannabis market is growing
larger than more legacy markets in the US such as Washington and Oregon.”
The Company is also
pleased to report that RWB Florida has executed a lease for an additional medical dispensary location in Clearwater, FL. The new location
design has been optimized for revenue per square foot and customer experience. All locations will carry the RWB full line of products
and will help the Company expand more rapidly to serve a greater number of medical patients in the state. The Company expects the Clearwater
location to be operating in Q4 of 2022.
RWB is pleased to announce the appointment of Hans Sommer
as General Manager of RWB Michigan. Mr. Sommer brings a wealth of experience with a strong background in finance, operations and retail
management. Mr. Sommer has worked in numerous high-growth industries in both the public and private sectors. He has held numerous senior-level
positions and, most recently, was the Vice President of Finance at Gage Cannabis Co. Mr. Sommer was foundational
in building strong internal and external controls across the organization and played an integral role in the successful acquisition of
Gage by TerrAscend for over $500 million. Mr. Sommer prides himself in building a strong corporate culture through disciplined execution
and growth for both the company and the employees in the organization. Mr. Sommer is a Certified Public Account (CPA) and a graduate of
the University of Michigan.
The Company further reports that it
has issued 3,200,000 stock options to certain directors and an officer of the Company. The stock options are exercisable to acquire up
to 3,200,000 common shares of the Company at an exercise price of $0.135. The stock options vest quarterly over a period of two years
from grant.
# # #
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 sector. RWB is predominantly focusing its investments on the major U.S.
markets, including Arizona, California, Florida, Massachusetts, and Michigan.
For more information about Red White & Bloom
Brands Inc., please contact:
Brad Rogers, CEO and Chairman
604-687-2038
Visit website: www.RedWhiteBloom.com,
or follow RWB on social media: Twitter: @rwbbrands;
Facebook: @redwhitebloombrands;
Instagram: @redwhitebloombrands.
Neither the CSE nor its Regulation Services Provider (as that
term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING INFORMATION
This press release contains forward-looking
statements and information that are based on the beliefs of management and reflect the Company’s current expectations. When used
in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”,
“expect”, “plan”, “predict”, “may” or “should” and the negative of these words
or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. There is no
assurance that these transactions will yield results in line with management expectations. Such statements and information reflect the
current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated
in those forward-looking statements and information.
By their nature, forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other
future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following risks: risks associated with the implementation of the Company’s business
plan and matters relating thereto, risks associated with the cannabis industry, competition, regulatory change, the need for additional
financing, reliance on key personnel, market size, and the volatility of the Company’s common share price and volume. Forward-looking statements are made based on management’s
beliefs, estimates and opinions on the date that statements are made, and the Company undertakes no obligation to update forward-looking
statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing
undue certainty to forward-looking statements.
There are a number of important factors that
could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and
information. Such factors include, among others, risks related to the Company’s proposed business, such as failure of the business
strategy and government regulation; risks related to the Company’s operations, such as additional financing requirements and access
to capital, reliance on key and qualified personnel, insurance, competition, intellectual property and reliable supply chains; risks related
to the Company and its business generally; risks related to regulatory approvals. The Company cautions that the foregoing list of material
factors is not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors
and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain
progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause
such forward- looking statements and information to differ materially from actual results or events. However, the list of these factors
is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such
items or factors. While the Company may elect to, it does not undertake to update this information at any particular time.
THE FORWARD-LOOKING INFORMATION CONTAINED
IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO
CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION
AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT
AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
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