DEBT

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

DEBT

DEBT

Convertible Debenture

Effective as of November 14, 2022, the Company entered into the Subscription Agreement with BT DE Investments, Inc., providing for the issuance of $56.8 million (C$75.3 million) convertible debenture. The debenture was denominated in Canadian Dollars ("CAD" or "C$"). The debenture is convertible into 19.9% ownership of the Company’s common shares at a conversion price of C$2.00 per common share of the Company. The debenture will accrue interest at a stated annualized rate of 5% until such time that there is federal regulation permitting the use of CBD as an ingredient in food products and dietary supplements in the United States. Following federal regulation of CBD, the stated annualized rate of interest shall reduce to 1.5%. The maturity date for the debenture is November 14, 2029.

The following is a summary of the Company's convertible debenture as of March 31, 2023:

	As of March 31, 2023
	Principal Amount		Unamortized Debt Discount and Costs		Net Carrying Amount
Convertible Debenture
Convertible debenture due November 2029	$	56,760	$	(18,334)	$	38,426

The following is a summary of the Company's convertible debenture as of December 31, 2022:

	As of December 31, 2022
	Principal Amount		Unamortized Debt Discount and Costs		Net Carrying Amount
Convertible Debenture
Convertible debenture due November 2029	$	56,080	$	(18,659)	$	37,421

The debenture was C$75.3 million per the subscription agreement and translated to USD on the transaction date. For the three months ended March 31, 2023, the Company recognized a foreign currency gain of $12 related to the net carrying value of the debenture within the statement of operations.

Interest is accrued annually and payable on the maturity date or date of earlier conversion. On conversion, accrued interest will either be converted into common shares equal to the amount of accrued interest or will be paid in cash if agreed with the Lender. As of March 31, 2023, the principal amount of the debenture includes $1,075 of accrued interest expense. The following is a summary of the interest expense and amortization expense, recorded within the statement of operation, of the Company's convertible debenture for the three months ended March 31, 2023:

	Three Months Ended
	March 31,
Interest and Amortization Expense	2023
Interest expense	$	697
Amortization of debt discounts and costs	319
Total	$	1,016