Filed pursuant to Rule 424(b)(4)

Registration No. 333-261123

PROSPECTUS

$30,000,000

Flora Growth Corp.

  10,000,000 Units (each consisting of one Common Share and one-half Unit Warrant)

5,000,000 Common Shares Underlying the Unit Warrants

This is a follow-on public offering (the “offering”) of our Units, with each Unit consisting of (i) one of our common shares, no par value per share (which we refer to as our “Common Shares”) and (ii) one-half of one warrant to purchase a Common Share (which we refer to as the "Unit Warrants"). We are offering 10,000,000 Units, as well as up to an additional 1,500,000 Common Shares and/or up to an additional 750,000 Unit Warrants  if the underwriters exercise in full their over-allotment option, in this offering. The Units will not be issued or certificated. The Common Shares and Unit Warrants part of a Unit are immediately separable and will be issued separately, but will be purchased together in this offering. The Unit Warrants will have an exercise price of $3.75 per Common Share, will be exercisable at any time after the date of issuance and will expire five years from the date of issuance. Each Unit will be sold at a negotiated price of $3.00 per Unit. The Common Shares issuable from time to time upon exercise of the Unit Warrants are also being offered by this prospectus.

Our Common Shares are listed on the NASDAQ Capital Market under the symbol “FLGC.” On November 18, 2021, the last reported per share sale price of our Common Shares on the NASDAQ Capital Market was $3.69.  We do not intend to apply for listing of the Unit Warrants on any securities exchange or other nationally recognized trading system. There is no established public trading market for the Unit Warrants, and we do not expect a market to develop. Without an active trading market, the liquidity of the Unit Warrants will be limited.

We are organized under the laws of the Province of Ontario and are an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012, under applicable U.S. federal securities laws, and are eligible for reduced public company reporting requirements.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Emerging Growth Company Status.”

Investing in our securities is highly speculative and involves a high degree of risk.  See “Risk Factors” for a discussion of information that should be considered in connection with an investment in our securities.

Neither the U.S. Securities and Exchange Commission nor any state or provincial securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

	Per Unit		Total
Public offering price	$	3.00	$	30,000,000
Underwriting discounts and commissions(1)	$	0.21	$	2,100,000
Proceeds to us (before expenses)(2)	$	2.79	$	27,900,000

(1)	We have agreed to reimburse the underwriters for certain expenses and the underwriters will receive compensation in addition to underwriting discounts and commissions.  See “Underwriting” for additional disclosure regarding underwriters’ compensation and offering expenses.
(2)	The total estimated expenses related to this offering are set forth in the section entitled "Expenses Related to The Offering".

This offering is being conducted on a firm commitment basis.  The underwriters are obligated to take and purchase all of the Units offered under this prospectus if any such Units are taken.

We will issue to the underwriters, or their permitted designees warrants (the “Underwriters’ Warrants”) to purchase up to an aggregate amount of Common Shares representing four (4%) of the Units offered hereby. The underwriters’ warrants will have an exercise price of 110% of the per Unit public offering price, will become exercisable on the first anniversary of the effective date of the registration statement of which this prospectus is a part, will have a cashless exercise provision and will terminate on the sixth anniversary of the effective date of the registration statement of which this prospectus is a part.

We have granted the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to 15% of the total number of Common Shares and/or Unit Warrants to be offered by us pursuant to this offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the public offering price less the underwriting discount. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable will be $2,415,000, and the total gross proceeds to us, before underwriting discounts and commission expenses, will be $34,500,000. If we complete this offering, net proceeds will be delivered to us on the closing date.

The underwriters expect to deliver the Common Shares to purchasers in the offering on or about  November 23, 2021.

Sole Book-Running Manager

A.G.P.

Co-Managers

 BMO Capital Markets  Roth Capital Partners

The date of this prospectus is November 18, 2021.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
THE OFFERING	10
RISK FACTORS	12
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	33
USE OF PROCEEDS	34
DIVIDEND POLICY	35
CAPITALIZATION	36
DILUTION	37
SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA	38
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	40
HISTORY AND CORPORATE STRUCTURE	51
BUSINESS	55
REGULATION OF OUR INDUSTRY	75
MANAGEMENT	80
EXECUTIVE COMPENSATION	87
PRINCIPAL SHAREHOLDERS	91
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	93
DESCRIPTION OF SHARE CAPITAL	95
DESCRIPTION OF SECURITIES WE ARE OFFERING	98
SHARES ELIGIBLE FOR FUTURE SALE	100
CERTAIN MATERIAL TAX CONSIDERATIONS	103
UNDERWRITING	114
EXPENSES RELATED TO THE OFFERING	119
LEGAL MATTERS	119
EXPERTS	119
ENFORCEABILITY OF CIVIL LIABILITIES	119
WHERE YOU CAN FIND ADDITIONAL INFORMATION	120
INDEX TO FINANCIAL STATEMENTS	121

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us.  Neither we nor the underwriters have authorized anyone to provide you with information that is different, and neither we nor the underwriters take any responsibility for, and provide any assurance as to the reliability of, any information, other than the information in this prospectus and any free writing prospectus prepared by us.  We are offering to sell our securities, and seeking offers to buy our securities, only in jurisdictions where such offers and sales are permitted.

This prospectus is not an offer to sell, or a solicitation of an offer to buy, our securities in any jurisdictions where, or under any circumstances under which, the offer, sale, or solicitation is not permitted.  In particular, our securities have not been qualified for distribution by prospectus in Canada and may not be offered or sold in Canada during the course of their distribution hereunder except pursuant to a Canadian prospectus or prospectus exemption. The information in this prospectus and in any free writing prospectus prepared by us is accurate only as of the date on its respective cover, regardless of the time of delivery of this prospectus or any free writing prospectus or the time of any sale of our securities.  Our business, results of operations, financial condition, or prospects may have changed since those dates.

Before you invest in our securities, you should read the registration statement (including the exhibits thereto and the documents incorporated by reference therein) of which this prospectus forms a part.

For investors outside of the United States: Neither we nor the underwriters have done anything that would permit this offering, or the possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the United States.  You are required to inform yourselves about, and observe any restrictions relating to, this offering and the distribution of this prospectus.

ABOUT THIS PROSPECTUS

As used in this prospectus, unless the context otherwise requires or otherwise states, references to the “Company,” “we,” “us,” “our,” and similar references refer to Flora Growth Corp., a corporation formed under the laws of the Province of Ontario, and its subsidiaries

.

Our functional currency and reporting currency is the U.S. dollar, the legal currency of the United States (which we refer to as “USD”, “US$” or “$”).

INTERNATIONAL FINANCIAL REPORTING STANDARDS

Our financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).  Our fiscal year ends on December 31 of each year as does our reporting year.  Our most recent fiscal year ended on December 31, 2020.  See Notes 2 and 3 to our audited consolidated financial statements as of and for the year ended December 31, 2020, included elsewhere in this prospectus, for a discussion of the basis of presentation, functional currency, and translation of financial statements.

We have made rounding adjustments to some of the figures included in this prospectus.  Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

PROSPECTUS SUMMARY

This summary highlights selected information presented in greater detail elsewhere in this prospectus.  This summary does not include all the information you should consider before investing in our securities.  You should read this summary together with the more detailed information appearing elsewhere in this prospectus, including our audited and unaudited financial statements and related notes and the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” elsewhere in this prospectus. Some of the statements in this summary and elsewhere in this prospectus constitute forward-looking statements.  See “Cautionary Note Regarding Forward-looking Statements.”

Our Company

Flora cultivates and processes natural, medicinal-grade cannabis and high quality cannabis derivatives for medical and wellbeing products. Flora’s primary supply channels include premium products to large channel distributors, including pharmacies, medical clinics, grocery, convenience and cosmetic companies, direct to consumer delivery, and wholesale business to business (“B2B”) cannabis flower and derivatives. With over 300 products and several brands in market, Flora utilizes its array of assets including outdoor cultivation an INVIMA GMP processing facility and in-house branding and distribution partners around the world and strives to deploy a vertically integrated structure in product classes or geographies that allow it. With cultivation operations based in Colombia, Flora is committed to becoming a competitive producer of low-cost, natural, medicinal-grade cannabis oils and extracts including both high potency THC and CBD.

Designed from the onset for global growth and expansion, we began to generate revenues in August 2020 through Flora Beauty LLC and the Hemp Textiles subsidiaries. In December 2020, Flora significantly expanded revenue with the acquisition of Cronomed, Flora Lab, and Kasa subsidiaries allowing for expanded distribution. Flora has a fully licensed 247 acre farm near Bucaramanga, Colombia producing several government approved high CBD and THC cultivars for integration and sales with a state of the art extraction and processing facility in construction with full operations expected in the fourth quarter 2021 and expects European Union Good Manufacturing Practices (“EU-GMP”) licensing in 2022.

Our Brands and Products

Flora has developed a series of in-house brands and completed accretive acquisitions to capitalize on consumer and competitive trends with initial operations focused on Colombia and Latin America. These divisions primarily fit within the global health and wellness space, where we estimate revenue growth can be accelerated with new product offerings derived from cannabinoids including CBD.  See “Risks Related to our Business and Industry”.

Our core products are inclusive of the following:

• Medicinal-Grade Cannabis. Material revenues are expected to begin in the fourth quarter of 2021, through our 90%-owned subsidiary, Cosechemos YA SAS;

• Cannabis Oils and Extracts. Material revenues are expected to begin in the fourth quarter of 2021, through our 90%-owned subsidiary, Cosechemos YA SAS;

• Skincare and Beauty Products. Our revenues commenced in August 2020, through our 87% owned subsidiary, Flora Beauty LLC;

• Dermo-Cosmetic Products. Our revenues commenced in December 2020, following our acquisition of our 90%-owned subsidiary, Breeze Laboratory S.A.S. (now Flora Lab Laboratory S.A.S.) which entity has generated revenues since January 2013;

• Pharmaceutical Products. Our revenues commenced in December 2020, following our acquisition of our 100%-owned subsidiary, Grupo Farmaceutico Cronomed SAS, which entity has generated revenues since March 2005;

1

• Loungewear and Textiles. Our revenues commenced in October 2020 through our 100%-owned subsidiaries, Hemp Textiles & Co LLC and Hemp Textiles & Co SAS; and

• Food and Beverage Products. Our revenues commenced in December 2020, following our acquisition of our 90%-owned subsidiary Kasa Wholefoods Company SAS Colombia which entity has generated revenues since July 2013.

Our acquisitions have generated revenues as stand-alone entities prior to the December 2020 consolidation:  Flora Lab (formerly Cronomed) since March 2005; Breeze since January 2013; and Kasa since July 2013.

The Global Cannabis Industry

The global cannabis market is growing at a 28% compound annual growth rate (CAGR) and projected to reach $120B by 2027 globally.  Flora’s initial focus is on selling products in Colombia, the United States (CBD only), the European Union (“EU”), Australia and Mexico in the short term, with expansion to other Latin American countries, and Canada, subject to regulatory conditions and import requirements in such countries. Consumer products, cosmetics and food and beverage products with a shifting focus away from dried flower and onto derivatives (extractions, oils, isolates and finished products) presents the biggest opportunity in the cannabis market globally. Flora believes that the cannabis market presents a natural and underutilized opportunity to diversify revenue streams across business and consumer segments including wholesale, wellness, beauty, apparel, technology, and food and beverages.

Our Competitive Strengths

The market for medicinal cannabis in Colombia is characterized by a structural shortage of supply, with few authorized producers of tetrahydrocannabinol, or THC, dominant cannabis. There are comparatively more producers of CBD dominant cannabis as production of Cannabidiol, or CBD, cannabis is not subject to the quota system in Colombia, which is a system established by the Colombian government to limit the production volume of cannabis plants and derivatives. Although competition in the Colombian market is growing, Flora believes that it is competitively positioned to capitalize as an early mover and to satisfy a significant portion of the market’s demand for medicinal cannabis. Flora also sees a lack of Colombian extractors striving for EU GMP certification to allow for global distribution of finished isolates and distillates.

We believe that the following competitive strengths have contributed to our success thus far and differentiated us from our competitors:

• Experienced Management Team.  Our management is experienced and has a fundamental understanding of Colombia’s regulatory framework, the global cannabis market and the agricultural and scientific processes necessary to develop high quality and consistent medicinal cannabis products.

• Change in the Global Cannabis Industry.  The global cannabis industry is experiencing significant change as governments embrace regulatory reform, liberalizing the production and consumption of cannabis. It is possible that foreign corporations may enter the Colombian market as a result of Colombia’s regulatory regime, creating the prospect of Colombia becoming a hub for future industry development.

• Colombian Cultivation Advantage. Flora only grows cannabis outdoors in Colombia with favorable environmental conditions.  Further, the strength of the United States dollar is projected to provide us with a cost advantage over our competitors, and Colombia has a workforce highly-skilled in agriculture at a lower cost compared to the United States.

• Healthy and Sustainable Products.  We produce cannabis and derivative products across food and beverage, cosmetics, and medicinal markets, which markets are projected to grow rapidly as consumers prioritize healthy and sustainable products that are good for themselves, their family, and their environment.

2

 

• Efficient Manufacturing Practices. We have adopted efficient manufacturing practices and logistics, synergizing our operations between our technical and commercial teams.

Growth Strategies

Flora’s goal is to become a market leader in the cultivation and processing of natural, medicinal-grade cannabis and high quality cannabis derived medical and wellbeing products for large channel distributors, including pharmacies, medical clinics, and cosmetic companies.  Our primary strategies to achieve our goals include:

• Expanding distribution capacity.  In the near term, our primary strategy is to expand our distribution and channel access as quickly as possible to meet existing quotas and production.

• Creating Sustainable and Natural Products.  Flora sees sustainable innovation as key to achieving production objectives, and the main driver to our product development approach.

Our Acquisitions

Cosechemos Acquisition

Cosechemos YA SAS (“Cosechemos”) became our 90%-owned subsidiary effective October 15, 2019 pursuant to a share purchase agreement (the “Cosechemos Purchase Agreement”) between the Company and Guillermo Andres Ramirez Martinez, Guillermo Ramirez Cabrales and Oscar Mauricio Franco Ulloa (collectively, the “Cosechemos Vendors”). Pursuant to the Cosechemos Purchase Agreement, we acquired 4,500 shares of Cosechemos.  As part consideration for the Cosechemos shares, we granted the Cosechemos Vendors a 10% non-dilutive, free carried interest in Cosechemos (the “Free Carry”). Pursuant to a shareholders agreement with the Cosechemos Vendors (the “Shareholders Agreement”), we are funding the operations of Cosechemos and the Cosechemos Vendors’ equity interest in Cosechemos cannot be diluted by such funding during the time that the Free Carry is in effect.

Kasa Acquisition

Kasa Wholefoods Company SAS Colombia (“Kasa”) became our 90%-owned subsidiary effective December 29, 2020 pursuant to a share purchase agreement (the “Kasa Purchase Agreement”) between the Company and Santiago Mora Bahamon, Laura Londono Tapia, Pablo Silva and Stefan Lauer.  Pursuant to the Kasa Purchase Agreement, we acquired an aggregate of 18,000 shares of Kasa. We agreed to provide aggregate consideration of $235,600, including cash in the amount of $148,300 and agreed to discharge debt owed by the sellers to the company in the amount of $87,300.

Breeze Acquisition

Breeze Laboratory S.A.S. (“Breeze”) became our 90%-owned subsidiary effective December 29, 2020 pursuant to a share purchase agreement (the “Breeze Purchase Agreement”) between the Company and Ángel Miguel Ramírez, Roberto Barreto, and Sandra Milena Barreto Garzón.  Pursuant to the Breeze Purchase Agreement, we acquired an aggregate of 46,800 shares of Breeze.  We agreed to provide aggregate consideration of $206,200, including cash in the amount of $147,300 and agreed to discharge debt owed by the sellers to the company in the amount of $58,900.

Cronomed Acquisition

Grupo Farmaceutico Cronomed SAS (“Cronomed”) became our 100%-owned subsidiary effective December 29, 2020 pursuant to a share purchase agreement (the “Cronomed Purchase Agreement”) between the Company and Luis Gerardo Tovar Osorio, Lucelida Castañeda de Corredor, Inversiones Multicentro S.A.S., Adriana Elizabeth Pérez Medina, Angie Zulanny Jiménez Castellanos, Diego Fernando Ramírez Pardo, Orladis Acero de Ospina, Mary Luz Gonzales Cortés, Olga Lucia Ruge León, Pharmades S.A.S., María Yolima Pedraza Moreno, Diana Patricia Elizalde

Arias, Jair Fernely Osuna López and Inversiones Montearroyo. Asociados S.A.S.  Pursuant to the Cronomed Purchase Agreement, we acquired 134 shares of Cronomed in exchange for an aggregate of COP$3,468,631,200 (approximately USD$992,000). Cronomed has subsequently changed its name to Flora Lab S.A.S.

3

Corporate Structure

The following diagram illustrates our pro forma corporate structure.  For more detail on our corporate history please refer to “History and Corporate Structure.”

Corporate Information

Flora Growth Corp. was incorporated on March 13, 2019 in the Province of Ontario.  Our principal place of business and mailing address is Flora Growth Corp., 198 Davenport Road, Toronto, ON M5R 1J2, and our telephone number is +1 (416) 861-2267.  Our Colombian-based offices are located at Calle 93B # 13-50, Oficina 101, Edificio Hernandez, Bogotá, Colombia and Carrera 25 # 29 - 87 Local 17 A, Giron, Santander, Colombia.  Our website address is www.floragrowth.ca. The information contained on our website or accessible through our website is not incorporated into this prospectus.

Our Intellectual Property Portfolio

We rely on a combination of trademark, patent, copyright and trade secret protection laws in Colombia and other jurisdictions to protect our intellectual property and our brands. We have applied for, and we have received approvals from the Superintendency of Industry and Commerce and the Instituto Nacional de Vigilancia de Medicamentos y Alimentos, for our beauty and skincare, pharmaceutical, loungewear, and food and beverage products.  See “Business—Our Intellectual Property Portfolio” for a summary of such approvals and certificates.

Recent Developments

Reverse Split and Consolidation

On March 8, 2021, our board of directors and stockholders approved a prospective reverse split and consolidation of our common shares in a range of 1 for 2 and 7, which consolidation was effected April 30, 2021 in a reverse split ratio of 1-for-3. The reverse split and consolidation combines each three outstanding common shares into one common share and adjusts the conversion prices of our convertible securities. No fractional shares are expected to be issued in connection with the reverse split and consolidation, and any fractional shares resulting from the reverse split and consolidation are rounded down to the nearest whole share. All references to common shares, options to purchase common shares, restricted stock, share data, per share data and related information will be retroactively adjusted, where applicable, in this prospectus to reflect the reverse split and consolidation of our common shares as if it had occurred at the beginning of the earliest period presented.  Reference to “post-split” below are references to the number of our common shares after giving effect to this split. 

4

Completed Acquisitions

Effective December 29, 2020, we acquired (i) a 90% equity interest in Kasa pursuant to the Kasa Purchase Agreement; (ii) a 90% equity interest in Breeze pursuant to the Breeze Purchase Agreement; and effective December 18, 2020 we acquired a 100% equity interest in Cronomed pursuant to the Cronomed Purchase Agreement.

On January 12, 2021, the Company acquired certain assets from Laboratorios Quipropharma SAS (“Quipropharma”), The purchase price is COP$1,200,000,000 ($350,000) which has been fully paid.  The Company also entered into an agreement with Quipropharma to purchase certain real estate assets for at total of COP$3,940,000,000 ($1,143,000). Subsequent to year end the Company advanced COP$1,300,000,000 ($377,000) related to the real estate acquisition.

Assignment of Interests

On December 29, 2020, we were assigned (i) a 10% membership interest in Flora Beauty LLC (5% owned by Andrés Restrepo and 5% owned by Luis Merchan); (ii) a 10% membership interest in Hemp Textiles & Co LLC owned by Luis Merchan; and (iii) a 20% membership interest in Hemp Textiles SAS (5% owned by Santiago Mora Bahamón, 5% owned by Luis Merchan and 10% owned by Nicolás Vásquez). As consideration for the assignment of such membership interests, we granted 190,000 shares of our Common Shares to Mr. Restrepo; 190,000 shares of our Common Shares to Mr. Vazquez; 95,000 shares of our Common Shares to Mr. Bahamón; and paid $300 to Mr. Merchan, who was appointed as the President and Chief Executive Officer by our Board on December 16, 2020.

Koch & Gsell Letter of Intent

On June 24, 2021, Flora signed a letter of intent to acquire 100% the outstanding equity interests of Koch & Gsell for consideration of CHF 20 million (Swiss Francs), or approximately US$22.2M, to be satisfied by the issuance of Flora common shares and repayment of certain Koch & Gsell outstanding debt. Koch & Gsell (K&G) is a Swiss brand and manufacturing company founded in 2015, that launched a new, innovative tobacco-and-hemp cigarette. In summer 2019, K&G further launched an industrially manufactured pre-roll cigarette containing pure hemp and has taken steps to protect the method they use to manufacture their hemp products.

Under the Heimat brand, Koch & Gsell has become one of the leading brands in the Swiss market for industrially manufactured hemp cigarettes and manufactures and distributes a range of hemp products that contain less than 1% THC, including pure hemp and blended hemp and tobacco cigarettes, as well as bulk flower and teas in over 2,500 stores across Switzerland.

As part of the potential  transaction, Flora anticipates acquiring all of Koch & Gsell’s hemp, blended hemp and tobacco cigarette manufacturing technology. The proprietary cigarette manufacturing technology can produce over 40,000 packs of 20 cigarettes per day. The technology is patented in over 80 jurisdictions throughout the world, where Flora anticipates bringing this technology into new markets to produce hemp, cannabis, or blended cigarette products, utilizing Flora’s high-quality, low-cost cannabis input.

The closing of the transaction is subject to customary closing conditions, including due diligence to the satisfaction of both parties and the entering into of definitive agreements.

Acquisition of Vessel Brand Inc.

On  November 12, 2021, we  acquired 100% of the capital stock of Vessel Brand Inc. (“Vessel”), a developer and retailer of high-end cannabis consumer technology, such as vape pens and associated accessories throughout the United States and internationally. Headquartered in Carlsbad, California, Vessel distributes its premium hardware and accessories throughout the United States and internationally and has numerous high-margin products in its development pipeline to drive incremental revenue and market share growth in new and existing categories.

5

 

The  acquisition by Flora of Vessel is expected to be a substantive addition to the Flora brand portfolio as a rapidly growing company. Further,  we expect to leverage Vessel’s in-house design, sales, and marketing expertise to conduct an  evaluation of Flora’s existing global brand and product portfolio. As part of this process, the Vessel team will develop a strategic plan to maximize consumer experience and resonance, increase market share and positioning, and reengineer the Flora brand portfolio, while staying true to its values, to make every consumer experience more expressive and personal. 

Pursuant to a certain merger agreement between Flora, Vessel and certain related third parties, dated October 27, 2021 (the “Merger Agreement”),  at the closing of the transaction (the “Closing”), Vessel  was merged into a wholly owned subsidiary of Flora, and Flora  acquired 100% of the equity interests of Vessel for consideration consisting of $8.0 million in cash and 4,557,318 privately issued Flora common shares.   Certain shareholders of Vessel that  received in excess of a majority of the Flora common shares issued as part of the transaction consideration,  entered into lock-up agreements restricting the transfer of such common shares for a period of six (6) months from the Closing.

Following the Closing, and continuing for a period of three years thereafter, subject to review and approval by Flora’s Nominating and Corporate Governance Committee, one nominee of Vessel shall be nominated to the board of directors of Flora for approval by Flora’s shareholders at its annual shareholder’s meeting.

Hoshi Investment

On August 24, 2021, we closed our previously announced €2 million investment in Hoshi International Inc. (“Hoshi”) while also increasing our fully-diluted investment in Hoshi through a securities swap with Hoshi.  Hoshi is a European focused, fully integrated medical cannabis company led by a team of renowned cannabis entrepreneurs. Hoshi is focused on developing and operationalizing assets across the global cannabis industry with an emphasis on cultivating, manufacturing, and distributing cannabis products throughout the EU. Hoshi is uniquely positioned to become a leading provider of cannabis and derivative products for the emerging European market. In connection with the securities swap, we received 2,000,000 warrants from Hoshi management to acquire 2,000,000 common shares of Hoshi in exchange for 225,000 Flora common shares. This exchange is expected to strengthen the long-term strategic alignment between Hoshi management and us as well as increase Flora’s stake in Hoshi. As a component of the securities swap, the common shares Hoshi management  received are subject to a lock-up period of the lesser of  nine months or the listing of Hoshi’s shares on a stock exchange.

In addition, we signed a binding memorandum of agreement with Hoshi underlying the investment pursuant to which Hoshi shall:

• name Flora as its preferred supplier of genetic material and finished cannabis derivative products, provided all regulatory and quality standards are met and subject to entering into a definitive agreement by no later than December 1, 2021;

• (a) grant Flora a right of first refusal to supply any cannabis oil or derivative products acquired by Hoshi or any of its affiliates at its Malta processing facility, provided regulatory and quality standards are met; and (b) consult with Flora on equipment for processing and production to be installed in its Malta processing facility, including review of equipment, GMP design schematics, and proposed products to be manufactured in Malta, subject to entering into a definitive agreement by no later than December 1, 2021;

• use commercially reasonable efforts to grant Flora access to its EU GMP auditors for the purposes of assisting Flora to obtain the EU-GMP certification at its Cosechemos Ya S.A.S. subsidiary in Colombia; and

• use commercially reasonable efforts to assist with the development of Flora’s operations in Malta and Portugal.

• Luis Merchan being named to the board of directors of Hoshi.

6

 

Kalaya Joint Venture

On July 26, 2021, we signed a non-binding letter of intent with Avaria Inc. (“Avaria”) to form a joint venture (the “Kalaya JV”) for the purposes of importing and distributing Avaria’s award winning “Kalaya” pain cream products across Flora’s network in Central and Latin America with the option to distribute to other countries around the world. Privately owned and operated since 1995 by experienced medical professionals, Avaria Inc, doing business as Avaria Health & Beauty Corp., has over 20 years of experience in the formulation, manufacturing and sale of topical creams, oils, emulsions, liquids, lotions, gels and salves. Avaria Health & Beauty Corp. brands enjoy distribution at all levels of retail and online, domestically, as well as in select international markets.

Upon entering into the Kalaya JV, we expect to manage the registration, sales, and distribution of Kalaya products in Colombia, Mexico, and other LATAM countries, while Avaria is expected to supply finished product to the Kalaya JV. The profits from the sale of KaLaya products under the Kalaya JV will be divided equally between Flora and Avaria.

Further, we will work to produce KaLaya’s CBD-infused products using cannabis from our cultivation and INVIMA GMP facility. These products are expected to be distributed across LATAM using our established distribution channels, with the aim of exporting to the U.S. market, where Avaria is currently launching the KaLaya brand. Avaria does not currently hold a license in Canada to produce cannabis derived versions of its products at a commercial scale.

The Kalaya JV is subject to customary conditions including each of Flora and Avaria being satisfied with their due diligence reviews and the parties entering into a definitive agreement.

Lamborghini License Agreement

On November 9, 2021, we entered into an exclusive license agreement with Tonino Lamborghini S.P.A. ("TL") for the manufacturing, promotion and distribution of Tonino Lamborghini branded beverages using Cannabidiol ("CBD") and Cannabigerol ("CBG") for North America and Colombia. The initial products for launch in 2022 will include cold coffee drinks, vitamin waters and fresh juices. Flora also retains the right of first refusal ("ROFR") on any or all additional Tonino Lamborghini products containing cannabinoids for the territory which may include, but are not limited to; beverages, edibles, wellness or other ingestibles and for the expansion or addition of new geographic regions or territories. The Flora/TL beverages will be all marketed with high-end positioning among competing fast-moving consumer goods of similar product quality. The agreement is based on an initial three year term with a projected five million units (individual beverages) sold within that period. Flora, may at its option, cancel the agreement after one year with no penalty or additional charges. The license agreement includes a minimum guaranteed royalty ("MGR") of $250,000 USD in year one of the agreement that increases with the scope and size of the projected sales in each subsequent year.

Novel Coronavirus (COVID-19)

There is an ongoing outbreak of a novel strain of coronavirus (COVID-19), which was first identified in China and has since spread rapidly throughout the world.  The pandemic has resulted in quarantines, travel restrictions, and the temporary closures of stores and business facilities globally for the past few months.  In March 2020, the World Health organization declared COVID-19 to be a pandemic.  Given the rapidly expanding nature of COVID-19 pandemic, we believe there is a risk that our business, results of operations, and financial condition could be significantly adversely affected. We cannot accurately predict the effects COVID-19 will have on our operations and the ability of others to meet their obligations with us, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect our operations and ability to finance our operations.  The effects of COVID-19 on our business, financial condition and results of operations, include, but are not limited to, the following:

• Agricultural activity has been declared as an essential activity in Colombia.  We are operating under a protocol authorized by the Colombian government.

• At our farm in Santander, all employees receive a new mask and a new set of surgical gloves daily. Hand sanitizer is provided and hand washing protocols are in place. The employees are also provided a transparent face protection mask, which is replaced every 30 days.  All employees have their temperature taken three times daily and must report to the Health and Safety office if they are experiencing any symptoms, including diarrhea, cough, runny nose, or headache.  If an employee reports any of these symptoms, the employee is sent home to isolate for 14 days, if the symptoms persist for 72 hours, the employee is required to go to a hospital.  

• Our farm is located in a rural area, and to date, there have been five positive cases of COVID-19 reported to date.

7

 

Summary of Risks Related to Our Business and Industry

There are a number of risks that you should carefully consider before making an investment decision regarding this offering.  These risks are discussed more fully in the section entitled “Risk Factors.”   You should read and carefully consider these risks and all of the other information in this prospectus, including the financial statements and the related notes thereto included in this prospectus, before deciding whether to invest in our securities.  If any of these risks actually occur, our business, financial condition, operating results and cash flows could be materially adversely affected.  In such case, the trading price of our securities would likely decline, and you may lose all or part of your investment.  These risk factors include, but are not limited to:

• limited operating history and net losses;

• unpredictable events, such as the COVID-19 outbreak, and associated business disruptions;

• changes in cannabis laws, regulations and guidelines;

• decrease in demand for cannabis and derivative products due to certain research findings, proceedings, or negative media attention;

• damage to reputation as a result of negative publicity;

• exposure to product liability claims, actions and litigation;

• risks associated with product recalls;

• product viability;

• continuing research and development efforts to respond to technological and regulatory changes;

• shelf life of inventory;

• maintenance of effective quality control systems;

• changes to energy prices and supply;

• risks associated with expansion into new jurisdictions;

• regulatory compliance risks;

• opposition to the cannabinoid industry;

• risks related to our operations in Colombia; and

• potential delisting resulting in reduced liquidity of our Common Shares.

Implications of Being an Emerging Growth Company and a Foreign Private Issuer

We are an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (which we refer to as the “JOBS Act”).  As such, we are eligible to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to reporting companies that make filings with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”).  For so long as we remain an emerging growth company, we will not be required to, among other things:

• present more than two years of audited financial statements and two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosure in our registration statement of which this prospectus forms a part;

• have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (which we refer to as the “Sarbanes-Oxley Act”);

• disclose certain executive compensation related items; and

• seek shareholder non-binding advisory votes on certain executive compensation matters and golden parachute arrangements, to the extent applicable to us as a foreign private issuer.

We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day of the fiscal year during which we have total annual gross revenue of at least $1.07 billion, (iii) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), which means the market value of our Common Shares that are held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter, and (iv) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

8

 

In addition, we report in accordance with the rules and regulations applicable to a “foreign private issuer.” As a foreign private issuer, we take advantage of certain provisions under the rules that allow us to follow the laws of the Province of Ontario for certain corporate governance matters.  Even when we no longer qualify as an emerging growth company, as long as we continue to qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

• the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act;

• the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, and current reports on Form 8-K upon the occurrence of specified significant events; and

• Regulation Fair Disclosure (“Regulation FD”), which regulates selective disclosures of material information by issuers.

As a foreign private issuer, we have four months after the end of each fiscal year to file our annual report on Form 20-F with the SEC.  In addition, our executive officers, directors, and principal shareholders are exempt from the requirements to report transactions in our equity securities and from the short-swing profit liability provisions contained in Section 16 of the Exchange Act.

Foreign private issuers, like emerging growth companies, are exempt from certain more stringent executive compensation disclosure rules.  As such, even when we no longer qualify as an emerging growth company, as long as we continue to qualify as a foreign private issuer under the Exchange Act, we will continue to be exempt from the more stringent compensation disclosures required of public companies that are not a foreign private issuer.

We may take advantage of these exemptions until such time as we are no longer a foreign private issuer.  We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter.  We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies:

(i)	the majority of our executive officers or directors are U.S. citizens or residents;
(ii)	more than 50% of our assets are located in the United States; or
(iii)	our business is administered principally in the United States.

In this prospectus, we have taken advantage of certain of the reduced reporting requirements as a result of being an emerging growth company and a foreign private issuer.  Accordingly, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests.  If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

9

 

THE OFFERING

Issuer	Flora Growth Corp.
Units Offered	10,000,000 Units, each consisting of (i) one Common Share and (ii) one-half Unit Warrant. Each Unit Warrant entitles the holder to purchase one Common Share. We may also offer up to an additional 1,500,000 Common Shares and/or up to an additional 750,000 Unit Warrants if the full over-allotment option is exercised by the underwriters. The Units will not be certificated, and the Common Share and one-half Unit Warrant comprising each Unit are immediately separable and will be issued separately in this offering. This prospectus also relates to the offering of Common Shares issuable upon the exercise of the Unit Warrants included in the Units.
Unit Warrants	Each whole Unit Warrant will have an exercise price of $3.75 per Common Share, will be exercisable at any time after the date of issuance and will expire on the fifth anniversary of the date of issuance. To better understand the terms of the Unit Warrants, you should carefully read the “Description of Securities” section of this prospectus.
Common Shares Outstanding Before this Offering	52,817,904 Common Shares.
Common Shares to be Outstanding Immediately After this Offering	62,817,904 Common Shares (or 64,317,904 if the underwriters exercise the over-allotment option in full).
Underwriting; Over-Allotment Option	This offering is being conducted on a firm commitment basis.  The underwriters are obligated to take and pay for all of the Units if any such Units are taken.  We have granted the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to 1,500,000 additional Common Shares and/or up to 750,000 additional Unit Warrants, constituting 15% of the numbers of our Common Shares and Unit Warrants, respectively, underlying the Units to be offered by us pursuant to this offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the follow-on public offering price less the underwriting discount.
Underwriters’ Warrants	We will issue to the underwriters, or their permitted designees warrants to purchase up to an aggregate amount of Common Shares representing four (4%) of the Units offered hereby. The underwriters’ warrants will have an exercise price of 110% of the per Unit public offering price, will become exercisable on the first anniversary of the effective date of the registration statement of which this prospectus is a part, will have a cashless exercise provision and will terminate on the sixth anniversary of the effective date of the registration statement of which this prospectus is a part.
Use of Proceeds	We estimate that the net proceeds to us from this offering will be approximately $27,400,000 ($31,585,000 if the full over-allotment option is exercised by the underwriters), after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We will use these net proceeds for capital expenditures, operating capacity, working capital and general corporate purposes, and such other purposes described in “Use of Proceeds.”
Lock-ups	Our company, directors and certain executive officers have agreed with the underwriters not to, subject to certain exceptions, offer, issue, sell, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, any of our securities for a ninety (90) day period from the date upon which this Registration Statement (of which this prospectus forms a part) is declared effective without the consent of the underwriters. See “Underwriting—Lock-up Agreements” for more information.
Listing	Our Common Shares are listed on the NASDAQ Capital Market under the symbol “FLGC.” We do not plan to list the Unit Warrants on the NASDAQ Capital Market or any other securities exchange or trading market.
Transfer Agent	The transfer agent and registrar for our Common Shares and Unit Warrants is Continental Stock Transfer & Trust Company.
Risk Factors	Investing in our securities is highly speculative and involves a high degree of risk. You should carefully read and consider the information set forth under the heading “Risk Factors”, and all other information contained in this prospectus, before deciding to invest in our securities.

The number of Common Shares to be outstanding immediately after this offering is based on

62,817,904 Common Shares outstanding (post-split) and does not include:

(a)	Up to 1,500,000 Common Shares issuable upon the exercise in full by the underwriters of their over-allotment option to purchase additional Common Shares from us,
(b)	4,458,881 Common Shares issuable upon exercise of stock options outstanding which are exercisable at an average exercise price of $1.65 per share and 2,788,964 Common Shares issuable upon exercise of Common Share purchase warrants outstanding which are exercisable at an average exercise price of $2.57 per share.
(c)	491,501 Common Shares to be issued to Boustead Securities, LLC (“Boustead”) upon Boustead’s exercise of certain purchase warrants in August 2021;
(d)	5,000,000 Common Shares issuable upon the exercise of Unit Warrants to be issued to investors in this offering at an exercise price of $3.75 per share; and
(e)	400,000 Common Shares issuable upon the exercise of the Underwriters’ Warrants with an exercise price of $3.30 per  share.

Except as otherwise indicated, all information in this prospectus assumes:

•  a 1-for-3 reverse split and consolidation of our Common Shares that was prospectively approved by our board of directors and stockholders on March 8, 2021, which was effected April 30, 2021; and  

•  no exercise by the underwriters of their over-allotment option to purchase additional Common Shares from us.

10

 

SUMMARY CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA

The following tables set forth our summary consolidated financial information and operating data as of the year ended December 31, 2020 and for the period of incorporation on March 13, 2019 through December 31, 2019.  You should read the following summary consolidated financial information and operating data in conjunction with, and it is qualified in its entirety by reference to, our audited consolidated financial statements and the related notes thereto and the sections entitled “Capitalization”, “Selected Consolidated Financial Information and Operating Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, each of which are included elsewhere in this prospectus.

Our summary consolidated statement of income information and operating data for the year ended December 31, 2020, and our related summary consolidated balance sheet information as of December 31, 2020 have been derived from our audited consolidated financial statements for the year ended December 31, 2020 and for the period from incorporation March 13, 2019 (inception) through December 31, 2019 prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), which are included elsewhere in this prospectus. The summary historical consolidated financial data as of June 30, 2021 and for the six months ended June 30, 2021 and 2020 has been derived from our unaudited interim consolidated financial statements, which are included elsewhere in this prospectus. The unaudited interim consolidated financial statements reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair presentation of the results of the unaudited interim periods.

Our historical results for the periods presented below are not necessarily indicative of the results to be expected for any future periods.

Consolidated Statements of Loss and Comprehensive Loss (Expressed in thousands of United States dollars, except per share amounts)	Six Months Period Ended June 30, 2021			Six Months Period Ended June 30, 2020			Year Ended December 31, 2020			March 13, 2019 (inception) through December 31, 2019
	(unaudited)			(unaudited)			(audited)			(audited)
Revenues	$	2,118		$	-		$	106		$	-
Cost of sales		1,106			-			35			-
Gross profit		1,012			-			71			-
Expenses
Consulting and management fees	$	2,262		$	819		$	4,752			2,001
Professional fees		766			218			794			183
General office expenses		2,661			715			1,400			175
Travel expenses		143			233			428			306
Share based compensation		95			344			4,901			107
Depreciation and amortization		119			57			113			26
Research and development		85			53			78			21
Foreign exchange (gain)		(78	)		171			20			6
Total Expenses		6,053			2,610			12,486			2,825
Loss before the undernoted items		(5,041	)		(2,610	)		(12,415	)		(2,825	)
Goodwill Impairment		-			-			1,816			-
Interest expense		64			72			30			19
Transaction costs		-			-			132			-
Other income		(67	)		(81	)		(59	)		-
Bad Debt Expense		100			-
Net loss for the period	$	(5,138	)	$	(2,601	)	$	(14,334	)	$	(2,844	)
Other comprehensive loss
Exchange differences on foreign operations		200			(19	)		(16	)		(23	)
Total comprehensive loss for the period	$	(5,338	)	$	(2,582	)	$	(14,350	)	$	(2,821	)
Net loss attributable to:
Flora Growth Corp.	$	(5,097	)	$	(2,555	)	$	(14,170	)	$	(2,824	)
Non-controlling interests	$	(41	)	$	(46	)	$	(164	)	$	(20	)
Comprehensive loss attributable to:
Flora Growth Corp.	$	(5,297	)	$	(2,536	)	$	(14,186	)	$	(2,801	)
Non-controlling interests	$	(41	)	$	(46	)	$	(164	)	$	(20	)
Basic and diluted loss per share attributable to Flora Growth Corp.	$	(0.13	)	$	(0.09	)	$	(0.16	)	$	(0.06	)
Weighted average number of Common Shares outstanding – basic and diluted		39,604			29,257			89,704			44,676

11

RISK FACTORS

An investment in our securities is highly speculative and involves a high degree of risk.  We operate in a dynamic and rapidly changing industry that involves numerous risks and uncertainties.  You should carefully consider the factors described below, together with all of the other information contained in this prospectus, including the audited and unaudited financial statements and the related notes included in this prospectus, before deciding whether to invest in our securities.  These risk factors are not presented in the order of importance or probability of occurrence.  If any of the following risks actually occurs, our business, financial condition and results of operations could be materially and adversely affected.  In that event, the market price of our securities could decline, and you could lose part or all of your investment.  Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements.  Please refer to the section entitled “Cautionary note regarding forward-looking statements.”

Risks Related to our Business and Industry

We are an early-stage company with limited operating history and may never become profitable.

We are an early-stage company focused on cultivating, processing and supplying natural, medicinal-grade cannabis oil and high quality cannabis derived medical and wellbeing products to large channel distributors, newly-formed in March 2019, and have limited operating history. Flora has only started to grow and harvest commercial cannabis crops and has not yet produced oil extracts, and we will require time to maximize production and refine operating procedures. Further, until our Research Technology and Processing Center has been constructed and becomes operational, we will not have sufficient infrastructure as a processor nor have the ability to extract CBD oil in any material amounts. We are currently in discussions with distributors with whom we intend to engage although no definitive agreements have been signed until the import requirements are met with local jurisdictions. We have limited financial resources and minimal operating cash flow. In addition, we do not currently have significant revenues and for the year ended December 31, 2020, had losses of $14.33 million and an accumulated deficit of $17.29 million and for the six months ended June 30, 2021, had losses of $5.14 million and an accumulated deficit of $22.38 million.

Additionally, there can be no assurance that additional funding will be available to us for the development of our business, which will require the commitment of substantial resources. Accordingly, you should consider our prospects in light of the costs, uncertainties, delays and difficulties frequently encountered by companies in the early stages of development. Potential investors should carefully consider the risks and uncertainties that a company with a limited operating history will face. In particular, potential investors should consider that we may be unable to:

• successfully implement or execute our business plan, or that our business plan is sound;

• adjust to changing conditions or keep pace with increased demand;

• attract and retain an experienced management team; or

• raise sufficient funds in the capital markets to effectuate our business plan, including product development, licensing and approvals.

The recent Coronavirus (“COVID-19”) outbreak or similar pandemics could adversely affect our operations.

The Company’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease and other unforeseen events, including the recent outbreak a of respiratory illness caused by COVID-19 and the related economic repercussions. We cannot accurately predict the effects COVID-19 will have on our operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company’s operations and ability to finance its operations.

Agricultural activity has been declared as an essential activity in Colombia. Cosechemos is operating under a protocol authorized by the Colombian government. At the farm in Santander, all employees receive a new mask and a new set of surgical gloves daily. Hand sanitizer is provided and hand washing protocols are in place. The employees are also provided a transparent face protection mask, which is replaced every 30 days. All employees have their temperature taken three times daily and must report to the Health and Safety office if they are experiencing any symptoms, including diarrhea, cough, runny nose, or headache. If an employee reports any of these symptoms, the employee is sent home to isolate for 14 days and, if the symptoms persist for 72 hours, the employee is required to go to a hospital.

12

The farm is located in a rural area, and to date, there have been less than a dozen positive cases of COVID-19 reported.

Recent and future acquisitions and strategic investments could be difficult to integrate, divert the attention of key management personnel, disrupt our business, dilute shareholder value, and harm our results of operations and financial condition.

We have recently acquired the businesses of Vessel, Kasa, Breeze, Cronomed, as well as the assets of the Quipropharma Lab, and we may in the future seek to acquire or invest in, businesses, products, or technologies that we believe could complement our operations or expand our breadth, enhance our capabilities, or otherwise offer growth opportunities.  Our diversity of product offerings may not be successful. While our growth strategy includes broadening our service and product offerings, implementing an aggressive marketing plan and employing product diversification, there can be no assurance that our systems, procedures and controls will be adequate to support our operations as they expand.  We cannot assure you that our existing personnel, systems, procedures or controls will be adequate to support our operations in the future or that we will be able to successfully implement appropriate measures consistent with our growth strategy. As part of our planned growth and diversified product offerings, we may have to implement new operational and financial systems, procedures and controls to expand, train and manage our employee base, and maintain close coordination among our staff. We cannot guarantee that we will be able to do so, or that if we are able to do so, we will be able to effectively integrate them into our existing staff and systems. Additionally, the integration of our acquisitions and pursuit of potential future acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated. Any acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In addition, we have limited experience in acquiring other businesses. Specifically, we may not successfully evaluate or utilize the acquired products, assets or personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. Moreover, the anticipated benefits of any acquisition, investment, or business relationship may not be realized, or we may be exposed to unknown risks or liabilities of our acquisitions.

We may not be able to find and identify desirable acquisition targets or we may not be successful in entering into an agreement with any one target. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could harm our results of operations. In addition, if an acquired business fails to meet our expectations, our business, results of operations, and financial condition may suffer.  In some cases, minority shareholders may exist in certain of our non-wholly-owned acquisitions (for businesses we do not purchase as an 100% owned subsidiary) and  may retain minority shareholder rights which could make a future change of control or corporate approvals for actions more difficult to achieve and/or more costly.

We also make strategic investments in early-stage companies developing products or technologies that we believe could complement our business or expand our breadth, enhance our technical capabilities, or otherwise offer growth opportunities. These investments may be in early-stage private companies for restricted stock. Such investments are generally illiquid and may never generate value. Further, the companies in which we invest may not succeed, and our investments would lose their value.

Certain conditions or events could disrupt the Company’s supply chains, disrupt operations, and increase operating expenses.

Conditions or events including, but not limited to, the following could disrupt the Company’s supply chains and in particular its ability to deliver its products, interrupt operations at its facilities, increase operating expenses, resulting in loss of sales, delayed performance of contractual obligations or require additional expenditures to be incurred: (i) extraordinary weather conditions or natural disasters such as hurricanes, tornadoes, floods, fires, extreme heat, earthquakes, etc.; (ii) a local, regional, national or international outbreak of a contagious disease, including the COVID-19 coronavirus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu, or any other similar illness could result in a general or acute decline in economic activity; (iii) political instability, social and labour unrest, war or terrorism; or (iv) interruptions in the availability of basic commercial and social services and infrastructure including power and water shortages, and shipping and freight forwarding services including via air, sea, rail and road.

Cannabis laws, regulations, and guidelines are dynamic and subject to changes.

Cannabis laws and regulations are dynamic and subject to evolving interpretations which could require us to incur substantial costs associated with compliance or alter certain aspects of our business plan. It is also possible that regulations may be enacted in the future that will be directly applicable to certain aspects of our businesses. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business. Management expects that the legislative and regulatory environment in the cannabis industry in Colombia and internationally will continue to be dynamic and will require innovative solutions to try to comply with this changing legal landscape in this nascent industry for the foreseeable future. Compliance with any such legislation may have a material adverse effect on our business, financial condition and results of operations.

Public opinion can also exert a significant influence over the regulation of the cannabis industry. A negative shift in the public’s perception of the cannabis industry could affect future legislation or regulation in different jurisdictions.

13

Demand for cannabis and derivative products could be adversely affected and significantly influenced by scientific research or findings, regulatory proceedings, litigation, media attention or other research findings.

The legal cannabis industry in Colombia is at an early stage of its development. Consumer perceptions regarding legality, morality, consumption, safety, efficacy and quality of medicinal cannabis are mixed and evolving and can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of medicinal cannabis products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favourable to the medicinal cannabis market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favourable than, or that question, earlier research reports, findings or publicity, could have a material adverse effect on the demand for medicinal cannabis and on our business, results of operations, financial condition and cash flows. Further, adverse publicity reports or other media attention regarding cannabis in general or associating the consumption of medicinal cannabis with illness or other negative effects or events, could have such a material adverse effect. Public opinion and support for medicinal cannabis use has traditionally been inconsistent and varies from jurisdiction to jurisdiction. Our ability to gain and increase market acceptance of our business may require substantial expenditures on investor relations, strategic relationships and marketing initiatives. There can be no assurance that such initiatives will be successful and their failure to materialize into significant demand may have an adverse effect on our financial condition.

Damage to the Company’s reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether such publicity is accurate or not.

The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views regarding the Company and its activities, whether true or not. Although the Company believes that it operates in a manner that is respectful to all stakeholders and that it takes pride in protecting its image and reputation, it does not ultimately have direct control over how it is perceived by others. Reputational loss may result in decreased ability to enter into new customer, distributor or supplier relationships, retain existing customers, distributors or suppliers, reduced investor confidence and access to capital, increased challenges in developing and maintaining community relations and an impediment to our overall ability to advance our projects, thereby having a material adverse effect on our financial performance, financial condition, cash flows and growth prospects.

We are subject to the inherent risk of exposure to product liability claims, actions and litigation.

As a distributor of products designed to be ingested by humans, we face an inherent risk of exposure to product liability claims, regulatory action and litigation if our products are alleged to have caused bodily harm or injury. In addition, the sale of our products involves the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Adverse reactions resulting from human consumption of our products alone or in combination with other medications or substances could occur. We may be subject to various product liability claims, including, among others, that our products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning health risks, possible side effects or interactions with other substances. Product liability claims or regulatory actions against us could result in increased costs, could adversely affect our reputation with our clients and consumers generally, and could have a material adverse effect on our results of operations and financial condition. There can be no assurances that we will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of our potential products.

We are subject to the inherent risks involved with product recalls.

Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labelling disclosure. If any of our products are recalled due to an alleged product defect or for any other reason, we could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. We may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin, or at all. In addition, a product recall may require significant management attention. There can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if our products are subject to recall, our reputation could be harmed. A recall for any of the foregoing reasons could lead to decreased demand for our products and could have a material adverse effect on our results of operations and financial condition. Additionally, product recalls may lead to increased scrutiny of our operations by regulatory agencies, requiring further management attention, potential loss of applicable licenses, and potential legal fees and other expenses.

The Company’s products could have unknown side effects.

If the products the Company sells are not perceived to have the effects intended by the end user, its business may suffer and the business may be subject to products liability or other legal actions. Many of the Company’s products contain innovative ingredients or combinations of ingredients. There is little long-term data available with respect to efficacy, unknown side effects and/or interaction with individual human biochemistry, or interaction with other drugs. Moreover, there is little long-term data available with respect to efficacy, unknown side effects and/or its interaction with individual animal biochemistry. As a result, the Company’s products could have certain side effects if not taken as directed or if taken by an end user that has certain known or unknown medical conditions.

14

The Company may be unable to anticipate changes in its potential client requirements that could make the Company’s existing products and services obsolete. The Company’s success will depend, in part, on its ability to continue to enhance its product and service offerings so as to address the increasing sophistication and varied needs of the market and respond to technological and regulatory changes and emerging industry standards and practices on a timely and cost-effective basis.

Research regarding the medical benefits, viability, safety, efficacy, use and social acceptance of cannabis or isolated cannabinoids (such as CBD and THC) remains in early stages.

There have been relatively few clinical trials on the benefits of cannabis or isolated cannabinoids (such as CBD and THC). Although the Company believes that the articles, reports and studies support its beliefs regarding the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis, future research and clinical trials may prove such statements to be incorrect, or could raise concerns regarding, and perceptions relating to, cannabis. Given these risks, uncertainties and assumptions, investors should not place undue reliance on such articles and reports. Future research studies and clinical trials may draw opposing conclusions to those stated herein or reach negative conclusions related to medical cannabis, which could have a material adverse effect on the demand for the Company’s products, which could result in a material adverse effect on our business, financial condition and results of operations or prospects.

The Company’s inventory has a shelf life and may reach its expiration and not be sold.

The Company holds finished goods in inventory and its inventory has a shelf life. Finished goods in the Company’s inventory may include cannabis flower, cannabis oil products and cosmeceutical. The Company’s inventory may reach its expiration and not be sold. Although management regularly reviews the quantity and remaining shelf life of inventory on hand, and estimates manufacturing and sales lead times in order to manage its inventory, write-downs of inventory may still be required. Any such write-down of inventory could have a material adverse effect on the Company’s business, financial condition, and results of operations.

The seasonal trends in our business create variability in our financial and operating results.

Our financial and operating results are subject to seasonal and quarterly variations in our net revenue and operating income and, as a result, our quarterly results may fluctuate and could be below expectations.

Our business has realized a disproportionate amount of our net revenue and earnings for prior fiscal years in the third and fourth quarter as a result of the holiday season, and we expect this seasonal impact on our operations to continue in the future. If we experience lower than expected net revenue during any third or fourth quarter, it may have disproportionately large effects on our operating results and financial condition for that year. Any factors that harm our third or fourth quarter operating results, including disruptions in our brands or our supply chains or unfavorable economic conditions, could have a disproportionate effect on our results of operations and our financial condition for our entire fiscal year.

The Company may not be able to maintain effective quality control systems.

The Company may not be able to maintain an effective quality control system. The Company ascribes its early successes, in part, on its commitment to product quality and its effective quality control system. The effectiveness of the Company’s quality control system and its ability to obtain or maintain GMP certification with respect to its manufacturing, processing and testing facilities depend on a number of factors, including the design of its quality control procedures, training programs, and its ability to ensure that its employees adhere to the Company’s policies and procedures. The Company also depends on service providers such as toll manufacturers and contract laboratories to manufacture, process or test its products, that are subject to GMP certification requirements.

We expect that regulatory agencies will periodically inspect our and our service providers’ facilities to evaluate compliance with applicable GMP requirements. Failure to comply with these requirements may subject us or our service providers to possible regulatory enforcement actions. Any failure or deterioration of the Company’s or its service providers’ quality control systems, including loss of GMP certification, may have a material adverse effect on the Company’s business, results of operations and financial condition.

Energy prices and supply may be subject to change or curtailment due to new laws or regulations, imposition of new taxes or tariffs, interruptions in production by suppliers, imposition of restrictions on energy supply by government, worldwide price levels and market conditions.

The Company requires diesel and electric energy and other resources for its cultivation and harvest activities and for transportation of cannabis. The Company relies upon third parties for its supply of energy resources used in its operations. The prices for and availability of energy resources may be subject to change or curtailment, respectively, due to, among other things, new laws or regulations, imposition of new taxes or tariffs, interruptions in production by suppliers, imposition of restrictions on energy supply by government, worldwide price levels and market conditions. Although the Company attempts to mitigate the effects of fuel shortages, electricity outages and cost increases, the Company’s operations will continue to depend on external suppliers of fuel and electricity. If energy supply is cut for an extended period and the Company is unable to find replacement sources at comparable prices, or at all, the Company’s business, financial condition and results of operations could be materially and adversely affected.

15

The cannabinoid industry faces strong opposition and may face similar opposition in other jurisdictions in which we operate.

Many political and social organizations oppose hemp and cannabis and their legalization, and many people, even those who support legalization, oppose the sale of hemp and cannabis in their geographies. Our business will need support from local governments, industry participants, consumers and residents to be successful. Additionally, there are large, well-funded businesses that may have a strong opposition to the cannabis industry. For example, the pharmaceutical and alcohol industries have traditionally opposed cannabis legalization. Any efforts by these or other industries opposed to cannabis would make in halting or impeding the cannabis industry could have detrimental effects on our business.

We are subject to the risks inherent in an agricultural business.

Our business involves the growing of cannabis, which is an agricultural product. The occurrence of severe adverse weather conditions, especially droughts, fires, storms or floods is unpredictable and may have a potentially devastating impact on agricultural production and may otherwise adversely affect the supply of cannabis. Adverse weather conditions may be exacerbated by the effects of climate change and may result in the introduction and increased frequency of pests and diseases. The effects of severe adverse weather conditions may reduce our yields or require us to increase our level of investment to maintain yields. Additionally, higher than average temperatures and rainfall can contribute to an increased presence of insects and pests, which could negatively affect cannabis crops. Future droughts could reduce the yield and quality of our cannabis production, which could materially and adversely affect our business, financial condition and results of operations.

The occurrence and effects of plant disease, insects and pests can be unpredictable and devastating to agricultural production, potentially rendering all or a substantial portion of the affected harvests unsuitable for sale. Even when only a portion of the production is damaged, our results of operations could be adversely affected because all or a substantial portion of the production costs may have been incurred. Although some plant diseases are treatable, the cost of treatment can be high and such events could adversely affect our operating results and financial condition. Furthermore, if we fail to control a given plant disease and the production is threatened, we may be unable to adequately supply our customers, which could adversely affect our business, financial condition and results of operations. There can be no assurance that natural elements will not have a material adverse effect on production.

Our operations could be materially and adversely affected if the supply of cannabis seeds is ceased or delayed and we do not find replacement suppliers and obtain all necessary authorizations.

If for any reason the supply of cannabis seeds is ceased or delayed, we would have to seek alternate suppliers and obtain all necessary authorization for the new seeds. If replacement seeds cannot be obtained at comparable prices, or at all, or if the necessary authorizations are not obtained, our business, financial condition and results of operations would be materially and adversely affected.

Many of our competitors have greater resources that may enable them to compete more effectively than us in the cannabis industry.

The industry in which we operate is subject to intense and increasing competition. Some of our competitors have a longer operating history and greater capital resources and facilities, which may enable them to compete more effectively in this market. We expect to face additional competition from existing licensees and new market entrants who are granted licenses in Colombia, who are not yet active in the industry. If a significant number of new licenses are granted in the near term, we may experience increased competition for market share and may experience downward pricing pressure on our products as new entrants increase production. Such competition may cause us to encounter difficulties in generating revenues and market share, and in positioning our products in the market. If we are unable to successfully compete with existing companies and new entrants to the market, our lack of competitive advantage will have a negative effect on our business and financial condition.

The Company could face competitive risks from the development and distribution of synthetic cannabis.

The pharmaceutical industry and others may attempt to enter the cannabis industry and, in particular, the medical cannabis industry through the development and distribution of synthetic products that emulate the effects of and treatment provided by naturally occurring cannabis. If synthetic cannabis products are widely adopted, the widespread popularity of such synthetic cannabis products could change the demand, volume and profitability of the botanical cannabinoid industry. This could adversely affect our ability to secure long-term profitability and success through the sustainable and profitable operation of our business.

The legalization of adult-use, recreational cannabis may reduce sales of medical cannabis.

Legalization of the sale to adults of recreational, non-medical cannabis in any country may increase competition in the medical cannabis market. We may not be able to achieve our business plan in a highly competitive market where recreational, adult-use cannabis is legal, or the market may experience a drop in the price of cannabis and cannabis products over time, decreasing our profit margins.

16

The Company is reliant on third party transportation services and importation services to deliver its products to customers.

The Company relies on third party transportation services and importation services to deliver its products to its customers. The Company is exposed to the inherent risks associated with relying on third party transportation service-providers, including logistical problems, delays, loss or theft of product and increased shipping and insurance costs. Any delay in transporting the product, breach of security or loss of product, could have a material adverse effect on the Company’s business, financial performance and results of operations. Further, any breach of security and loss of product during transport could affect the Company’s status as a licensed producer in Colombia.

The Company is dependent on suppliers to supply equipment, parts and components for the operation of its business.

The Company’s ability to compete and grow will be dependent upon having access, at a reasonable cost and in a timely manner, to equipment, parts and components. No assurances can be given that the Company will be successful in maintaining the required supply of equipment, parts and components. It is also possible that the final costs of the major equipment contemplated by capital expenditure programs may be significantly greater than anticipated or available, in which circumstance there could be a materially adverse effect on the Company’s financial results.

We may not be able to establish and maintain bank accounts in certain countries.

There is a risk that banking institutions in countries where we operate will not open accounts for us or will not accept payments or deposits from proceeds related to the cannabis industry. Such risks could increase our costs or prevent us from expanding into certain jurisdictions.

The Company may be subject to cyber-security and privacy risks that could disrupt its operations and expose the Company to financial losses, contractual losses, liability, reputational damage and additional expense.

The Company may be subject to risks related to our information technology systems, including cyber-attacks, malware, ransomware and phishing attacks that could target our intellectual property, trade secrets, financial information, personal information of our employees, customers and patients, including sensitive personal health information. The occurrence of such an attack could disrupt our operations and expose the Company to financial losses, contractual damages, liability under labour and privacy laws, reputational damage and additional expenses. We have implemented security measures to protect our data and information technology systems; however, such measures may not be effective in preventing cyber-attacks. We may be required to allocate additional resources to implement additional preventative measures including significant investments in information technology systems. A serious cyber-security breach could have a material adverse effect on our business, financial condition and results of operations.

The Company may collect and store certain personal information about customers and is responsible for protecting such information from privacy breaches. A privacy breach may occur through procedural or process failure, information technology malfunction, or deliberate unauthorized intrusions. In addition, theft of data is an ongoing risk whether perpetrated via employee collusion or negligence or through deliberate cyber-attack. Any such privacy breach or theft could have a material adverse effect on the Company’s business, financial condition and results of operations. If the Company were found to be in violation of privacy or security rules or other laws protecting the confidentiality of information, the Company could be subject to sanctions and civil or criminal penalties, which could increase its liabilities, harm its reputation and have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company may incur significant costs to defend its intellectual property and other proprietary rights.

The ownership and protection of trademarks, patents, trade secrets and intellectual property rights are significant aspects of the Company's future success. Unauthorized parties may attempt to replicate or otherwise obtain and use the Company's products and technology. Policing the unauthorized use of the Company's current or future trademarks, patents, trade secrets or intellectual property rights could be difficult, expensive, time-consuming and unpredictable, as may be enforcing these rights against unauthorized use by others.

In addition, other parties may claim that the Company's products infringe on their proprietary and perhaps patent protected rights. Such claims, regardless of their merit, may result in the expenditure of significant financial and managerial resources, legal fees, injunctions, temporary restraining orders and/or require the payment of damages. As well, the Company may need to obtain licenses from third parties who allege that the Company has infringed on their lawful rights. Such licenses may not be available on terms acceptable to the Company or at all. In addition, the Company may not be able to obtain or utilize on terms that are favorable to it, or at all, licenses or other rights with respect to intellectual property that it does not own.

17

Risks Related to Operations in Colombia

We are reliant on certain licenses and authorizations to operate in Colombia.

Our ability to grow, store and sell cannabis in Colombia is dependent on our ability to sustain and/or obtain the necessary licenses and authorizations by certain authorities in Colombia. To date, we have received the Non-Psychoactive Cannabis Cultivation License, the Cannabis Derivatives Manufacturing License and the Psychoactive Cannabis Cultivation License including a quota for export of 7,800 kilograms in 2021. The effects of the compliance regime, any delays in obtaining, or failure to obtain or keep the regulatory approvals may significantly delay or impair the development of markets, products and sales initiatives and could have a material adverse effect on our business, results of operations and financial condition.

The licenses and authorizations are subject to ongoing compliance and reporting requirements and our ability to obtain, sustain or renew any such licenses and authorizations on acceptable terms is subject to changes in regulations and policies and to the discretion of the applicable authorities or other governmental agencies in Colombia and potentially in other foreign jurisdictions. Failure to comply with the requirements of the licenses or authorizations or any failure to maintain the licenses or authorizations would have a material adverse effect on our business, financial condition and operating results. Specifically, the validity of the licenses for the cultivation of psychoactive cannabis, non-psychoactive and the manufacture of cannabis derivatives is five years, pursuant to Article 2.8.11.2.1.3. of Decree 613 of 2017 and the Law 1787 of 2016 in relation to the medical and scientific use of cannabis. Such licenses may be renewed for an equal period as many times as requested by the licensee. The license will remain valid as long as it complies with the requirements established by law.

Although we believe that we will meet the requirements to obtain, sustain or renew the necessary licenses and authorizations, there can be no guarantee that the applicable authorities will issue these licenses or authorizations. Should the authorities fail to issue the necessary licenses or authorizations, we may be curtailed or prohibited from the production and/or distribution of cannabis or from proceeding with the development of our operations as currently proposed and our business, results of operations and financial condition may be materially adversely affected.

Restrictions or regulations concerning changes in corporate structure may discourage transactions that otherwise could involve payment of a premium over prevailing market process for our securities.

Colombian cannabis licenses are granted on a non-transferable, non-exchangeable and non-assignable basis. Any breach of this restriction may result in the revocation of the license. While there are no specific regulations or restrictions regarding the effects of a change in control, modification of the corporate structure, issuance of shares, or any changes in holders or final beneficiaries on the cannabis licenses, these restrictions may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Our operations are located in Colombia, which may make it more difficult for investors to understand and predict how changing market and economic conditions will affect our financial results.

Our operations are located in Colombia and, consequently, are subject to the economic, political and tax conditions prevalent in that country. The economic conditions in Colombia are subject to different growth expectations, market weaknesses and business practices than economic conditions in other markets. We may not be able to predict how changing market conditions in Colombia will affect our financial results.

As of the date of this prospectus, Colombia’s long-term foreign currency sovereign credit ratings were affirmed “Baa2” by Moody’s, “BBB-” by S&P and “BBB” by Fitch, three of the main rating agencies worldwide. The stable outlook reflects their expectation that Colombia’s established political institutions and track record of consensus on key economic policies will contribute to economic stability and continuity over the coming two to three years.

Colombia’s economy, like most Latin-American countries, continues to suffer from the effects of lower commodity prices, mainly oil, reflected in its elevated level of external debt. Even though the country has taken measures to stabilize the economy, it is uncertain how these measures will be perceived and if the intended goal of increasing investor’s confidence will be achieved.

Colombia’s financial and securities markets are influenced by the economic and market conditions in other countries.

Financial and securities markets in Colombia are influenced by the economic and market conditions in other countries, including other South American emerging market countries. Although economic conditions in these countries may differ significantly from economic conditions in Colombia, international investors’ reactions to developments in these other countries, may substantially affect capital inflows into the Colombian economy, and the market value of securities of issuers with operations in Colombia.

18

Economic downturn or volatility could have a material adverse effect on our business, financial condition and results of operations. In addition, weakening of economic conditions could lead to reductions in demand for our products.  Further, weakened economic conditions or a recession could reduce the amount of income customers are able to spend on our products. In addition, as a result of volatile or uncertain economic conditions, we may experience the negative effects of increased financial pressures on our clients. For instance, our business, financial condition and results of operations could be negatively affected by increased competitive pricing pressure, which could result in the incurrence of increased bad debt expense. If we are not able to timely and appropriately adapt to changes resulting from a weak economic environment, our business, results of operations and financial condition may be materially and adversely affected.

While we do not currently operate in protected areas established by the National System of Protected Areas, we cannot provide assurances that areas in which we operate will not be subject to risks associated therewith in the future.

Under Colombian laws, competent governmental authorities are not allowed to grant any type of cannabis licenses on properties that are located within areas registered as national parks or protected areas in the National System of Protected Areas (“SINAP”). Additionally, the Colombian government is entitled to create new protected areas based on their environmental relevance, which might result in the prohibition to conduct any type of activities on those areas or the need to obtain specific environmental authorizations or permits.

We do not operate in a protected area and we believe that we are not currently at risk of expropriation pursuant to the SINAP, but we cannot assure you that the areas in which we operate will not be subject to such risks in the future.

Economic and political conditions in Colombia may have an adverse effect on our financial condition and results of operations.

Our operations are located in Colombia. Consequently, our financial condition and results of operations depend significantly on macroeconomic and political conditions prevailing in Colombia. Decreases in the growth rate, periods of negative growth, increases in inflation, changes in law, regulation, policy, or future judicial rulings and interpretations of policies involving exchange controls and other matters such as (but not limited to) currency depreciation, inflation, interest rates, taxation, banking laws and regulations and other political or economic developments in or affecting Colombia may affect the overall business environment and may, in turn, adversely affect our financial condition and results of operations in the future. The Colombian government frequently intervenes in Colombia’s economy and from time to time makes significant changes in monetary, fiscal and regulatory policy. Our business and results of operations or financial condition may be adversely affected by changes in government or fiscal policies, and other political, diplomatic, social and economic developments that may affect Colombia. We cannot predict what policies the Colombian government will adopt and whether those policies would have a negative effect on the Colombian economy or on our business and financial performance in the future.

We cannot assure you whether current stability in the Colombian economy will be sustained. If the condition of the Colombian economy were to deteriorate, we would likely be adversely affected.

Colombia could experience substantial inflation in the future resulting in the Company’s costs in the Colombian peso increasing significantly.

Colombia has in the past experienced double-digit rates of inflation. If Colombia experiences substantial inflation in the future, the Company’s costs in Colombian peso terms will increase significantly, subject to movements in applicable exchange rates. Inflationary pressures may also curtail the Company’s ability to access global financial markets in the longer term and its ability to fund planned capital expenditures, and could materially adversely affect the Company’s business, financial condition and results of operations. The Colombian government’s response to inflation or other significant macro-economic pressures may include the introduction of policies or other measures that could increase the Company’s costs, reduce operating margins and materially adversely affect its business, financial condition and results of operations.

Certain of the Company’s key documents are in Spanish, and translations may not exist or be readily available.

As a result of the Company conducting its operations in Colombia, certain of the Company’s subsidiaries’ books and records, including key documents such as material contracts and financial documentation are principally negotiated and entered into in the Spanish language and English translations may not exist or be readily available. The Company relies on the use of professional translators for in person meetings with non-Spanish speakers where required, and for document translation. The Company does not foresee that significant additional accommodations will be required. The Company does not have a formal communication plan that sets out measures that will be taken to mitigate any potential communication-related issues as it does not consider one necessary. All material documents provided to the directors are in the English language. If any material documents are in an original language other than English, the documents are translated by certified translators. All members of the Company’s Board of Directors and its executive officers are fluent in English. Additionally, the following directors and officers of the Company are fluent in the Spanish language: Luis Merchan, President, CEO and Director; Damian Lopez, VP Strategy and Legal; and Javier Franco, VP Agriculture.

19

The Colombian government and the Central Bank exercise significant influence on Colombia’s economy.

Although the Colombian government has not imposed foreign exchange restrictions since 1990, Colombia’s foreign currency markets have historically been extremely regulated. Colombian law permits the Central Bank of Colombia (the “Central Bank”) to impose foreign exchange controls to regulate the remittance of dividends and/or foreign investments in the event that the foreign currency reserves of the Central Bank fall below a level equal to the value of three months of imports of goods and services into Colombia. An intervention that precludes our Colombian subsidiary from possessing, utilizing or remitting U.S. Dollars would impair our financial condition and results of operations, and would impair the Colombian subsidiary’s ability to convert any dividend payments to U.S. dollars.

The Colombian government and the Central Bank may also seek to implement new policies aimed at controlling further fluctuation of the Colombian peso against the U.S. dollar and fostering domestic price stability. The Central Bank may impose certain mandatory deposit requirements in connection with foreign-currency denominated loans obtained by Colombian residents. We cannot predict or control future actions by the Central Bank in respect of such deposit requirements, which may involve the establishment of a different mandatory deposit percentage. The U.S. dollar/Colombian peso exchange rate has shown some instability in recent years.

Colombia has experienced and continues to experience internal security issues that have had or could have a negative effect on the Colombian economy and our financial condition.

Colombia is subject to sustained internal security issues, primarily due to the activities of guerrilla groups, such as dissidents from the former Revolutionary Armed Forces of Colombia (Fuerzas Armadas Revolucionarias de Colombia), or “FARC,” the National Liberation Army (Ejército de Liberación Nacional), or “ELN,” paramilitary groups, drug cartels and criminal gangs (Bacrim). In remote regions of the country with minimal governmental presence, these groups have exerted influence over the local population and funded their activities by protecting and rendering services to drug traffickers and participating in drug trafficking activities. Even though the Colombian government’s policies have reduced guerilla presence and criminal activity, particularly in the form of terrorist attacks, homicides, kidnappings and extortion, such activity persists in Colombia, and possible escalation of such activity and the effects associated with them have had and may have in the future a negative effect on the Colombian economy and on us, including on our customers, employees, results of operations and financial condition. The Colombian government commenced peace talks with the FARC in August 2012, and peace negotiations with the ELN began in November 2016. The Colombian government and the FARC signed a peace deal on September 26, 2016, which was amended after voters rejected it in the referendum held on October 2, 2016. The new agreement was signed on November 24, 2016 and was ratified by the Colombian Congress on November 30, 2016 and is being implemented after four years of negotiations. Pursuant to the peace agreements negotiated between the FARC and the Colombian government in 2016, the FARC occupies five seats in the Colombian Senate and five seats in the Colombian House of Representatives. The new deal clarifies protection to private property, is expected to increase the government’s presence in rural areas and bans former rebels from running for office in certain newly created congressional districts in post-conflict zones. As a result, during the transition process, Colombia may experience an increase in internal security issues, drug-related crime and guerilla and paramilitary activities, which may have a negative effect on the Colombian economy. Our business or financial condition could be adversely affected by rapidly changing economic or social conditions, including the Colombian government’s response to implementation of the agreement with FARC and ongoing peace negotiations, if any, which may result in legislation that increases the tax burden of Colombian companies.

Despite efforts by the Colombian government, drug-related crime, guerrilla paramilitary activity and criminal bands continue to exist in Colombia, and allegations have surfaced regarding members of the Colombian congress and other government officials having ties to guerilla and paramilitary groups. Although the Colombian government and ELN have been in talks since February 2017 to end a five-decade war, the Colombian government has suspended the negotiations after a series of rebel attacks. On January 17, 2019, a car with explosives burst through the gates at a police academy in Bogotá resulting in 21 people dead and many injured. The Colombian Defense Minister confirmed that the terrorist attack was perpetrated by the ELN. Any possible escalation in the violence associated with this terrorist attack and/or these activities may have a negative effect on the Colombian economy. In addition, the current administration has not honored the peace protocols to be applied in the event of a suspension of peace negotiations entered into by the prior administration, on the grounds that these protocols are only binding to the administration that agreed to them. This situation could result in escalated violence by the ELN and may have a negative effect on the credibility of the Colombian government which could in turn have a negative effect on the Colombian economy. Any terrorist activity in Colombia generally may disrupt supply chains and discourage qualified individuals from being involved with our operations.

20

Political and economic instability in the region may affect the Colombian economy and, consequently, our results of operations and financial condition.

Some of Colombia’s neighboring countries, particularly Venezuela, have experienced and continue to experience periods of political and economic instability. According to figures from the United Nations, more than two million Venezuelans have emigrated amid food and medicine shortages and profound political divisions in their country.  Approximately half of those migrants have opted to live in Colombia, and many have arrived with only what they could carry. Providing migrants with access to healthcare, utilities and education may have a negative effect on Colombia’s economy if the Colombian government is not able to respond adequately to legalize migrants, generate programs to help them find formal jobs, and increase tax revenue and consumption.

Moreover, diplomatic relations with Venezuela and Ecuador have from time to time been tense and affected by events surrounding the Colombian military forces’ confrontations with guerilla groups, particularly on Colombia’s borders with each of Venezuela and Ecuador. More recently, the Colombian government joined an international campaign against Nicolás Maduro asking him to relinquish power, which has further increased diplomatic tensions with Venezuela.

On November 19, 2012, the International Court of Justice placed a sizeable area of the Caribbean Sea within Nicaragua’s exclusive economic zone, which until then had been deemed by Colombia as part of its own exclusive economic zone. A worsening of diplomatic relations between Colombia and Nicaragua involving the disputed waters could result in the Nicaraguan government taking measures, or a reaction among the Nicaraguan public, which would be detrimental to Colombian-owned interests in that country.

Further economic and political instability in Colombia’s neighboring countries or any future deterioration in relations with Venezuela, Ecuador, Nicaragua and other countries in the region may result in the closing of borders, the imposition of trade barriers and a breakdown of diplomatic ties, or a negative effect on Colombia’s trade balance, economy and general security situation, which may adversely affect our results of operations and financial condition.

Finally, political conditions such as changes in the United States policies related to immigration and remittances could affect the regions in which we operate. Economic conditions in the United States and the region generally may be affected by the new United States-Mexico-Canada Agreement. This could have an indirect effect on the Colombian economy and other countries in which we may operate.

The Company is subject to risks from its construction projects, including the anticipated construction of its Research Technology and Processing Center.

The Company is subject to a number of risks in connection with the construction of facilities in Colombia, including the availability and performance of engineers and contractors, suppliers and consultants and the receipt of required governmental approvals, licenses and permits. Any delay in the performance of any one or more of the contractors, suppliers, consultants or other persons on which the Company is dependent in connection with its construction activities, a delay in or failure to receive the required governmental approvals, licenses and permits in a timely manner or on reasonable terms, or a delay in or failure in connection with the completion and successful operation of the operational elements in connection with construction could delay or prevent the construction of the Research Technology and Processing Center as planned. Until the Company’s Research Technology and Processing Center has been constructed and becomes operational, the Company will not have the ability to extract CBD oil in any material amount. There can be no assurance that current or future construction plans implemented by the Company will be successfully completed on time, within budget and without design defect, that the necessary personnel and equipment will be available in a timely manner or on reasonable terms to successfully complete construction projects, that the Company will be able to obtain all necessary governmental approvals, licenses and permits, or that the completion of the construction, the start-up costs and the ongoing operating costs will not be significantly higher than anticipated by the Company. Any of the foregoing factors could adversely affect our operations and financial condition.

Any additional taxes resulting from changes to tax regulations or the interpretation thereof in Colombia or other countries where we operate, could adversely affect our consolidated results.

Uncertainty relating to tax legislation poses a constant risk to us.  Colombian national authorities have levied new taxes in recent years.  Changes in legislation, regulation and jurisprudence can affect tax burdens by increasing tax rates and fees, creating new taxes, limiting stated expenses and deductions, and eliminating incentives and non-taxed income.

Additional tax regulations could be implemented that could require us to make additional tax payments, negatively affecting our financial condition, results of operation, and cash flow. In addition, either national or local taxing authorities may not interpret tax regulations in the same way that we do. Differing interpretations could result in future tax litigation and associated costs.

Risks Related to Our Regulatory Framework

Marijuana remains illegal under U.S. federal law, and the enforcement of U.S. cannabis laws could change.

There are significant legal restrictions and regulations that govern the cannabis industry in the United States. Marijuana remains a Schedule I drug under the Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States. In those states in which the use of marijuana has been legalized, its use remains a violation of federal law pursuant to the Controlled Substances Act. The Controlled Substances Act classifies marijuana as a Schedule I controlled substance, and as such, medical and adult cannabis use is illegal under U.S. federal law. Unless and until the U.S. Congress amends the Controlled Substances Act with respect to marijuana (and the President approves such amendment), there is a risk that federal authorities may enforce current federal law. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable U.S. federal money laundering legislation. While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis regulatory programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve us of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against us. Since U.S. federal law criminalizing the use of marijuana pre-empts state laws that legalize its use, enforcement of federal law regarding marijuana is a significant risk and would greatly harm our business, prospects, revenue, results of operation and financial condition. The enforcement of federal laws in the United States is a risk to our business and any proceedings brought against us thereunder may materially, adversely affect our operations and financial performance.

21

Our activities are, and will continue to be, subject to evolving regulation by governmental authorities. The legality of the production, cultivation, extraction, distribution, retail sales, transportation and use of cannabis differs among states in the United States. Due to the current regulatory environment in the United States, new risks may emerge; management may not be able to predict all such risks.

Due to the conflicting views between state legislatures and the federal government regarding cannabis, cannabis businesses are subject to inconsistent laws and regulations. There can be no assurance that the federal government will not enforce federal laws relating to marijuana and seek to prosecute cases involving marijuana businesses that are otherwise compliant with state laws in the future. The prior U.S. administration attempted to address the inconsistent treatment of cannabis under state and federal law in the Cole Memorandum that Deputy Attorney General James Cole sent to all U.S. Attorneys in August 2013, which outlined certain priorities for the U.S. Department of Justice (the “DOJ”) relating to the prosecution of cannabis offenses. The Cole Memorandum noted that, in jurisdictions that have enacted laws legalizing cannabis in some form and that have also implemented strong and effective regulatory and enforcement systems to control the cultivation, production, distribution, sale and possession of cannabis, conduct in compliance with such laws and regulations was not a priority for the DOJ. However, the DOJ did not provide (and has not provided since) specific guidelines for what regulatory and enforcement systems would be deemed sufficient under the Cole Memorandum.

On January 4, 2018, former U.S. Attorney General Jeff Sessions formally issued the Sessions Memorandum, which rescinded the Cole Memorandum effective upon its issuance. The Sessions Memorandum stated, in part, that current law reflects “Congress’ determination that cannabis is a dangerous drug and cannabis activity is a serious crime,” and Mr. Sessions directed all U.S. Attorneys to enforce the laws enacted by Congress and to follow well-established principles when pursuing prosecutions related to cannabis activities.

As a result of the Sessions Memorandum, federal prosecutors are now free to utilize their prosecutorial discretion to decide whether to prosecute cannabis activities, despite the existence of state-level laws that may be inconsistent with federal prohibitions. No direction was given to federal prosecutors in the Sessions Memorandum as to the priority they should ascribe to such cannabis activities, and thus it is uncertain how active U.S. federal prosecutors will be in the future in relation to such activities.

There can be no assurance that the federal government will not enforce federal laws relating to cannabis and seek to prosecute cases involving cannabis businesses that are otherwise compliant with state laws in the future. Jeff Sessions resigned as U.S. Attorney General on November 7, 2018. On February 14, 2019, William Barr was confirmed as U.S. Attorney General. Mr. Barr has stated that he does not support cannabis legalization but has also stated that he does not intend to prosecute cannabis businesses that are in compliance with state laws. Most states that have legalized cannabis continue to craft their regulations pursuant to the Cole Memorandum. Federal enforcement agencies have taken little or no action against state-compliant cannabis businesses. However, the DOJ may change its enforcement policies at any time, with or without advance notice.

The uncertainty of U.S. federal enforcement practices going forward and the inconsistency between U.S. federal and state laws and regulations present major risks for the Company.

Any failure on our part to comply with applicable regulations could prevent us from being able to carry on our business, and there may be additional costs associated with any such failure.

Our business activities are heavily regulated in all jurisdictions where we do business. Our operations are subject to various laws, regulations and guidelines by governmental authorities relating to the cultivation, processing, manufacture, marketing, management, distribution, transportation, storage, sale, packaging, labelling, pricing and disposal of cannabis and cannabis products. In addition, we are subject to laws and regulations relating to employee health and safety, insurance coverage and the environment. Laws and regulations, applied generally, grant government agencies and self-regulatory bodies broad administrative discretion over our activities, including the power to limit or restrict business activities as well as impose additional disclosure requirements on our products and services.

Any failure by us to comply with the applicable regulatory requirements could

• require extensive changes to our operations;  

• result in regulatory or agency proceedings or investigations;  

• result in the revocation of our licenses and permits, increased compliance costs;  

• result in damage awards, civil or criminal fines or penalties;  

• result in restrictions on our operations;  

• harm our reputation; or  

• give rise to material liabilities.  

There can be no assurance that any future regulatory or agency proceedings, investigations or audits will not result in substantial costs, a diversion of management’s attention and resources or other adverse consequences to our business.

22

Achievement of our business objectives is contingent, in part, upon compliance with regulatory requirements enacted by governmental authorities and obtaining all necessary regulatory approvals for the cultivation, processing, production, storage, distribution, transportation, sale, import and export, as applicable, of our products. Any failure to comply with the regulatory requirements applicable to our operations may lead to possible sanctions, including:

• the revocation or imposition of additional conditions on licenses to operate our business;  

• the suspension or expulsion from a particular market or jurisdiction or of our key personnel;  

• the imposition of additional or more stringent inspection, testing and reporting requirements;  

• product recalls or seizures; and  

• the imposition of fines and censures.  

In addition, changes in regulations, government or judicial interpretation of regulations, or more vigorous enforcement thereof or other unanticipated events could require extensive changes to our operations, increase compliance costs or give rise to material liabilities or a revocation of our licenses and other permits. Furthermore, governmental authorities may change their administration, application or enforcement procedures at any time, which may adversely affect our ongoing regulatory compliance costs. There is no assurance that we will be able to comply or continue to comply with applicable regulations.

The FDA Limits the Ability to Discuss the Medical Benefits of CBD.

Under FDA rules it is illegal for companies to make “health claims” or claim that a product has a specific medical benefit. The FDA has not recognized any medical benefits derived from CBD, which means that Company is not legally permitted to advertise any potential health claims related to its CBD products. Because of the perception among many consumers that CBD is a health/medicinal product, Company’s inability to make such health claims about its CBD products, may limit Company’s ability to market and sell its product to consumers, which would negatively affect Company’s revenues and profits.

The legal cannabis market is a relatively new industry. As a result, the size of our target market is difficult to quantify, and investors will be reliant on their own estimates on the accuracy of market data.

Because the cannabis industry is in a nascent stage, there is a lack of information about comparable companies available for potential investors to review in deciding about whether to invest in us and, few, if any, established companies whose business model we can follow or upon whose success we can build. Accordingly, investors should rely on their own estimates regarding the potential size, economics and risks of the cannabis market in deciding whether to invest in our Units or Common Shares. We are an early-stage company that has not generated net income. There can be no assurance that our growth estimates are accurate or that the cannabis market will be large enough for our business to grow as projected.

Although we are committed to researching and developing new markets and products and improving existing products, there can be no assurances that such research and market development activities will prove profitable or that the resulting markets or products, if any, will be commercially viable or successfully produced and marketed. We must rely largely on our own market research to forecast sales and design products as detailed forecasts and consumer research are not generally obtainable from reliable third-party sources in Canada and in other international jurisdictions.

In addition, there is no assurance that the industry and market will continue to exist and grow as currently estimated or anticipated or function and evolve in the manner consistent with management’s expectations and assumptions. We could also be subject to other events or circumstances that that adversely affect the cannabis industry, such as the imposition of further restrictions on sales and marketing or further restrictions on sales in certain areas and markets.

23

Risks Related to Financials and Accounting

We may increase our foreign sales in the future, and such sales may be subject to unexpected regulatory requirements and other barriers.

Our functional currency is denominated in U.S. dollars. We currently expect that sales will be denominated in Colombian pesos and may, in the future, have sales denominated in the currencies of additional countries in which we establish operations or distribution. In addition, we incur the majority of our operating expenses in Colombia pesos. In the future, the proportion of our sales that are international may increase. Such sales may be subject to unexpected regulatory requirements and other barriers. Any fluctuation in the exchange rates of foreign currencies may negatively affect our business, financial condition and results of operations. We have not previously engaged in foreign currency hedging. If we decide to hedge our foreign currency exposure, we may not be able to hedge effectively due to lack of experience, unreasonable costs or illiquid markets. In addition, those activities may be limited in the protection they provide from foreign currency fluctuations and can themselves result in losses.

Assumptions, estimates and judgments related to critical accounting matters could significantly affect our reported financial results or financial condition.

The preparation of financial statements in conformity with International Financial Reporting Standards issued by the International Accounting Standards Board requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the notes to our financial statements, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. Our operating results may be adversely affected if the assumptions change or if actual circumstances differ from those in the assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our Common Shares. Significant assumptions and estimates used in preparing the financial statements include those related to the credit quality of accounts receivable, income tax credits receivable, share based payments, impairment of non-financial assets, fair value of biological assets, as well as revenue and cost recognition.

There are tax risks the Company may be subject to in carrying on business in multiple jurisdictions.

We and our subsidiaries will operate and, accordingly, will be subject to income tax and other forms of taxation in multiple jurisdictions. We may be subject to income taxes and non-income taxes in a variety of jurisdictions and our tax structure may be subject to review by both domestic and foreign taxation authorities.  Those tax authorities may disagree with our interpretation and/or application of relevant tax rules. A challenge by a tax authority in these circumstances might require us to incur costs in connection with litigation against the relevant tax authority or reaching a settlement with the tax authority and, if the tax authority’s challenge is successful, could result in additional taxes (perhaps together with interest and penalties) being assessed on us, and as a result an increase in the amount of tax payable by us. In addition, we may be subject to different taxes imposed by the Colombian government, and changes within such tax, legal and regulatory framework may have an adverse effect on our financial results.

Taxation laws and rates which determine taxation expenses may vary significantly in different jurisdictions, and legislation governing taxation laws and rates are also subject to change. Therefore, our earnings may be affected by changes in the proportion of earnings taxed in different jurisdictions, changes in taxation rates, changes in estimates of liabilities and changes in the amount of other forms of taxation. The determination of our provision for income taxes and other tax liabilities will require significant judgment (including based on external advice) as to the interpretation and application of these rules. We may have exposure to greater than anticipated tax liabilities or expenses.

Additionally, dividends and other intra-group payments made by our subsidiaries or international branches may expose the recipients of such payments to taxes in their jurisdictions of organization and operation and such dividends and other intra-group payments may also be subject to withholding taxes imposed by the jurisdiction in which the entity making the payment is organized or tax resident.  Unless such withholding taxes are fully creditable or refundable, dividends and other intra-group payments may increase the amount of tax paid by us.  Although the Company and its subsidiaries arrange themselves and their affairs with a view to minimizing the incurrence of such taxes, there can be no assurance that we will succeed.

Restrictions on Deduction of Certain Expenses for U.S. Federal Income Tax Purposes

Section 280E of the Internal Revenue Code of 1986, as amended (the “Code”), prohibits businesses from deducting certain expenses associated with trafficking controlled substances for United States federal income tax purposes. The IRS has invoked Code Section 280E in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws. Section 280E of the Code prohibits cannabis businesses that are deemed to be trafficking in controlled substances from deducting certain ordinary and necessary business expenses, forcing them to pay higher effective federal tax rates than similar companies in other industries. The effective tax rate on a cannabis business depends on how large its ratio of non-deductible expenses is to its total revenues. Therefore, businesses in the legal cannabis industry may be less profitable than they would otherwise be.

24

Although the IRS issued a clarification allowing the deduction of certain expenses, the scope of such items is interpreted very narrowly and the bulk of operating costs and general administrative costs are not permitted to be deducted. While there are currently several pending cases before various administrative bodies and federal courts challenging these restrictions, there is no guarantee that these authorities will issue an interpretation of Code Section 280E favorable to cannabis businesses.

There is a risk that we will be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for the current or any future taxable year, which could result in material adverse U.S. federal income tax consequences if you are a U.S. Holder.

If our Company (or any of our non-U.S. subsidiaries) is a PFIC for any taxable year during which a U.S. Holder (as defined below under “Certain Material Tax Considerations—Certain Material U.S. Federal Income Tax Considerations”) owns Common Shares or Unit Warrants, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. See “Certain Material Tax Considerations—Certain Material U.S. Federal Income Tax Considerations” for further information. The determination of whether a corporation is a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules that are subject to differing interpretations. In addition, the determination of whether a corporation will be a PFIC for any taxable year generally can only be made after the close of such taxable year. Therefore, it is possible that we could be classified as a PFIC for our initial taxable year or in future years due to changes in the nature of our business, composition of our assets or income, as well as changes in our market capitalization. In particular, our PFIC status will depend, in part, on the amount of cash that we raise in this offering and how quickly we utilize the cash in our business. Based upon the foregoing, it is uncertain whether we will be a PFIC for our current taxable year or any future taxable year. We have not determined, if we (or any of our non-U.S. subsidiaries) were to be classified as a PFIC for a taxable year, whether we will provide information necessary for a U.S. Holder to make a “qualified electing fund” election which, if available, would result in tax treatment different from (and generally less adverse than) the general tax treatment for PFICs. Accordingly, U.S. Holders should assume that they will not be able to make a qualified electing fund election with respect to the Common Shares or Unit Warrants. The PFIC rules are complex, and each U.S. Holder should consult its tax advisor regarding the PFIC rules, the elections which may be available to it, and how the PFIC rules may affect the U.S. federal income tax consequences relating to the ownership and disposition of our Common Shares or Unit Warrants.

Failure to develop our internal controls over financial reporting as we grow could have an adverse effect on our operations.

As our Company matures we will need to continue to develop and improve our current internal control systems and procedures to manage our growth. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish appropriate controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. For example, the re-audit of our financial statements for the period March 13, 2019 (inception) to December 31, 2019, under PCAOB auditing standards, identified changes in expenditures that were not appropriately recorded and founders' warrants that were revalued. Additionally, during the 2020 audit, the Company’s auditors noted material weaknesses and made certain recommendations to management regarding these material weaknesses related to goodwill impairment testing, financial reporting processes related to the newly acquired subsidiaries in Colombia and intercompany and related party transactions.  Our management has taken steps towards remediating such weaknesses through our hiring of additional accounting personnel in Canada and Colombia. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse effect on the price of our Common Shares.

Risks Related to Our Common Shares and this Offering

Investing in an emerging market poses a greater degree of risk than investing in more mature market economies.

Emerging market investment generally poses a greater degree of risk than investment in more mature market economies because the economies in the developing world are more susceptible to destabilization resulting from domestic and international developments. All of our operations are in Colombia. See “Risks Related to Operations in Colombia.”

We will need, but may be unable to, obtain additional funding on satisfactory terms, which could dilute our shareholders or impose burdensome financial restrictions on our business.

In the future, we hope to rely on revenues generated from operations to fund all of the cash requirements of our activities. However, there can be no assurance that we will be able to generate any significant cash from our operating activities in the future. Future financings may not be available on a timely basis, in sufficient amounts or on terms acceptable to us, if at all. Any debt financing or other financing of securities senior to the Common Shares will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a material adverse effect on our business, prospects, financial condition and results of operations because we could lose our existing sources of funding and impair our ability to secure new sources of funding. There can be no assurance that we will be able to generate any investor interest in our securities. If we do not obtain additional financing, our business may never commence, in which case you would likely lose the entirety of your investment in the Company.

Even if this offering is successful, we will need to raise additional funding, which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations.

We expect the net proceeds from this offering to be $27,400,000 (or $31,585,000 if the underwriters exercise in full their option to purchase up to 1,500,000 additional Common Shares and/or up to an additional 750,000 Unit Warrants from us) before deducting offering expenses payable by us. We expect that the net proceeds from this offering will be sufficient to fund our current operations for at least through the end of 2023. However, our operating plan may change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances or a combination of these approaches. Raising funds in the current economic environment may present additional challenges. It is not certain that we have accounted for all costs and expenses of future development and regulatory compliance. Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or if we have specific strategic considerations.

25

Any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our products. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms of any financing may adversely affect the holdings or the rights of our shareholders and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our shares to decline. The sale of additional equity or convertible securities may dilute our existing shareholders. The incurrence of indebtedness would result in increased fixed payment obligations and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely affect our ability to conduct our business. We could also be required to seek funds through arrangements with collaborative partners or otherwise at an earlier stage than otherwise would be desirable and we may be required to relinquish rights to some of our technologies or product candidates or otherwise agree to terms unfavorable to us, any of which may have a material adverse effect on our business, operating results and prospects.

If we are unable to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our research or development programs or the commercialization of any product, or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially affect our business, financial condition and results of operations.

You may experience immediate and substantial dilution in the net tangible book value of the Common Shares you purchase in this offering.

The offering price of the Common Shares underlying the Units offered pursuant to this prospectus is substantially higher than the net tangible book value per Common Share. Therefore, if you purchase Units in this offering, you will incur immediate and substantial dilution in the pro forma net tangible book value per Common Share from the price per unit that you pay for the underlying Common Share. If the holders of outstanding options or warrants exercise those options or warrants at prices below the offering price, you will incur further dilution. See the section entitled “Dilution” below for a more detailed discussion of the dilution you will incur if you purchase securities in this offering.

Holders of our Common Shares are subject to dilution resulting from the issuance of equity-based compensation by us.

We have awarded warrants to management to incentivize their performance and retention.  Any additional equity grants and any exercise of existing warrants will cause our shareholders to be diluted and may negatively affect the price of the Common Shares.

26

There is no public market for the warrants being offered in this offering.

There is no established public trading market for the warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list any of the warrants on any securities exchange or nationally recognized trading system, including NASDAQ. Without an active market, the liquidity of the warrants will be limited.

Holders of the warrants purchased in this offering will have no rights as Common Shareholders until such holders exercise such warrants and acquire our Common Shares.

Until holders of warrants purchased in this offering acquire our Common Shares upon exercise thereof, holders of such warrants will have no rights with respect to the Common Shares underlying such warrants. Upon exercise of any of the warrants purchased in this offering, such holders will be entitled to exercise the rights of a Common Shareholder only as to matters for which the record date occurs after the exercise date.

The Unit Warrants and Underwriters’ Warrants are speculative in nature.

The Unit Warrants being sold in this offering have an exercise price of $3.75 per Common Share and the Underwriters’ Warrants have an exercise price of $3.30 per Common Share. The Unit Warrants will expire on the fifth anniversary from the issuance date, and the Underwriters’ Warrants will expire on the sixth anniversary from the effective date of this offering. In the event our Common Share price does not exceed the per share exercise price of the Unit Warrants or Underwriters’ Warrants during the period when such warrants are exercisable, such warrants will not have any value.

The resale by the selling shareholders may cause the market price of our Common Shares to decline.

The resale of the Common Shares by the selling shareholders, as well as the issuance of Common Shares in this offering could result in resales of our Common Shares by our current shareholders concerned about the potential dilution of their holdings. In addition, the resale by the selling shareholders could have the effect of depressing the market price for our Common Shares.

We continue to incur increased costs as a result of operating as a public company and our management is required to devote substantial time to new compliance initiatives.

As a public company, particularly after we are no longer an emerging growth company, we will continue to incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and rules implemented by the U.S. Securities and Exchange Commission, or the SEC, and NASDAQ, impose various requirements on public companies, including requirements to file annual, quarterly and event-driven reports with respect to our business and financial condition and operations and establish and maintain effective disclosure and financial controls and corporate governance practices. Our existing management team will continue to devote a substantial amount of time to these compliance initiatives, and we may need to hire additional personnel to assist us with complying with these requirements. Moreover, these rules and regulations will continue to increase our legal and financial compliance costs and will make some activities more time consuming and costly.

Pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, we will be required to furnish a report by our management on our ICFR, which, after we are no longer an emerging growth company, must be accompanied by an attestation report on ICFR issued by our independent registered public accounting firm. To achieve compliance with Section 404 within the prescribed period, we will document and evaluate our ICFR, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of our ICFR, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for ICFR. As an example, the re-audit of our financial statements for the period March 13, 2019 (inception) to December 31, 2019, under PCAOB auditing standards, identified changes in expenditures that were not appropriately recorded and founders' warrants that were revalued. Our management believes that such weakness in our recording has since been remedied; however, despite our efforts, there is a risk that neither we nor our independent registered public accounting firm will be able to conclude within the prescribed timeframe that our ICFR is effective as required by Section 404. This could result in a determination that there are one or more material weaknesses in our ICFR, which could cause an adverse reaction in the financial markets due to a loss of confidence in the reliability of our consolidated financial statements.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some public company required activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We continue to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and divert management’s time and attention from revenue generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

27

If we fail to meet applicable listing requirements, NASDAQ may delist our Common Shares from trading, in which case the liquidity and market price of our Common Shares could decline.

We cannot assure you that we will be able to meet the continued listing standards of NASDAQ in the future. If we fail to comply with the applicable listing standards and NASDAQ delists our Common Shares, we and our shareholders could face significant material adverse consequences, including:

• a limited availability of market quotations for our Common Shares;  

• reduced liquidity for our Common Shares;  

• a determination that our Common Shares are “penny stock”, which would require brokers trading in our Common Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Common Shares;  

• a limited amount of news about us and analysist coverage of us; and  

• a decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future.

Ownership of our Units and/or Common Shares may be considered unlawful in some jurisdictions and holders of our Units and/or Common Shares may consequently be subject to liability in such jurisdictions.

Cannabis-related financial transactions, including investment in the securities of cannabis companies and receipt of any associated benefits, such as dividends, are currently subject to anti-money laundering and a variety of other laws that vary by jurisdiction, many of which are unsettled and still developing. While the interpretation of these laws is unclear, in some jurisdictions, financial benefit directly or indirectly arising from conduct that would be considered unlawful in such jurisdiction may be viewed to be within the purview of these laws, and persons receiving any such benefit, including investors in an applicable jurisdiction, may be subject to liability under such laws. Each prospective investor should therefore contact his, her or its own legal advisor regarding the ownership of our Units and/or Common Shares and any related potential liability.

Our executive officers and directors and their respective affiliates may continue to exercise significant control over our Company after this offering, which will limit your ability to influence corporate matters and could delay or prevent a change in corporate control.

Our executive officers and directors currently represent beneficial ownership, in the aggregate, of approximately 14.8%of our outstanding Common Shares. Immediately following the completion of this offering, and disregarding any Common Shares that they purchase in this offering, if any, the existing holdings of our executive officers and directors and their affiliates will represent beneficial ownership, in the aggregate, of approximately 12.4% of our outstanding Common Shares.  As a result, these shareholders may be able to influence our management and affairs and control the outcome of matters submitted to our shareholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets. These shareholders may have interests, with respect to their Common Shares, that are different from those of investors in this offering, and the concentration of voting power among one or more of these shareholders may have an adverse effect on the price of our Common Shares. In addition, this concentration of ownership might adversely affect the market price of our Common Shares by:

• delaying, deferring or preventing a change of control of the Company;

• impeding a merger, consolidation, takeover or other business combination involving the Company; or

• discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company.

The Company’s directors and officers may have a conflicts of interest in conducting their duties.

We may be subject to various potential conflicts of interest because of the fact that some of our officers and directors may be engaged in a range of business activities. In addition, our executive officers and directors may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Company. In some cases, our executive officers and directors may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to our business and affairs and that could adversely affect our operations. These business interests could require significant time and attention of our executive officers and directors.

28

We have broad discretion in how we use the proceeds of this offering and may not use these proceeds effectively, which could affect our results of operations and cause the price of our Common Shares to decline.

We will have considerable discretion in the application of the net proceeds of this offering. We intend to use the net proceeds from this offering for operating capacity, working capital and general corporate purposes. As a result, investors will be relying upon management’s judgment with only limited information about our specific intentions for the use of the balance of the net proceeds of this offering. We may use the net proceeds for purposes that do not yield a significant return or any return at all for our shareholders. In addition, pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

We are a foreign private issuer and intend to take advantage of less frequent and detailed reporting obligations.

We are a “foreign private issuer”, as such term is defined in Rule 405 under the U.S. Securities Act of 1933, as amended, or the Securities Act, and are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Exchange Act, we will be subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. As a result, we will not file the same reports that a U.S. domestic issuer would file with the SEC, although we will be required to file or furnish to the SEC the continuous disclosure documents that we are required to file in Canada under Canadian securities laws. In addition, our officers, directors, and principal shareholders are exempt from the reporting and “short swing” profit recovery provisions of Section 16 of the Exchange Act. Therefore, our shareholders may not know on as timely a basis when our officers, directors and principal shareholders purchase or sell shares, as the reporting deadlines under the corresponding Canadian insider reporting requirements are longer.

As a foreign private issuer, we will be exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements. We will also be exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. While we will comply with the corresponding requirements relating to proxy statements and disclosure of material non-public information under Canadian securities laws, these requirements differ from those under the Exchange Act and Regulation FD and shareholders should not expect to receive the same information at the same time as such information is provided by U.S. domestic companies. In addition, we will have more time than U.S. domestic companies after the end of each fiscal year to file our annual report with the SEC and will not be required under the Exchange Act to file quarterly reports with the SEC.

In addition, as a foreign private issuer, we have the option to follow certain Canadian corporate governance practices, except to the extent that such laws would be contrary to U.S. securities laws, and provided that we disclose the requirements we are not following and describe the Canadian practices we follow instead. We may in the future elect to follow home country practices in Canada with regard to certain corporate governance matters.

As a result, our shareholders may not have the same protections afforded to shareholders of U.S. domestic companies that are subject to all corporate governance requirements.

We may lose our status as a foreign private issuer in the United States, which would result in increased costs related to regulatory compliance under United States securities laws.

The Company will cease to qualify as a “foreign private issuer,” as defined in Rule 405 under the Securities Act and Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), if, as of the last business day of our second fiscal quarter, more than 50 percent of our outstanding Common Shares are directly or indirectly owned by residents of the United States and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents; (ii)more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. If we determine that we fail to qualify as a foreign private issuer, the Company will cease to be eligible to avail itself of the forms and rules designated for foreign private issuers beginning on the first day of the fiscal year following such determination. Among other things, this will result in loss of the exemption from registration under the Exchange Act provided by Rule 12g3-2(b) thereunder, and, if the Company is required to register our Common Shares under section 12(g) of the Exchange Act, we will have to do so as a domestic issuer.  Further, any securities that we issue in unregistered or unqualified offerings both within and outside the United States will be “restricted securities” (as defined in Rule 144(a)(3) under the Securities Act) and will continue to be subject to United States resale restrictions notwithstanding their resale in “offshore transactions” pursuant to Regulation S under the Securities Act.  As a practical matter, this will likely require us to register more offerings of our securities under the Securities Act on either a primary offering or resale basis, even if they take place entirely outside the United States.  The resulting legal and administrative costs of complying with the resulting regulatory requirements are anticipated to be substantial, and to subject the Company to additional exposure to liability for which we may not be able to obtain insurance coverage on favorable terms or at all. 

29

If our share price fluctuates after the offering, you could lose a significant part of your investment.

The market price of our Common Shares could be subject to wide fluctuations in response to, among other things, the risk factors described in this section of this prospectus, and other factors beyond our control, such as fluctuations in the valuation of companies perceived by investors to be comparable to us. Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions, such as recessions, interest rate changes or international currency fluctuations, may negatively affect the market price of our Common Shares. In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

Volatility in the market price of our Common Shares may prevent investors from being able to sell their shares at or above the public offering price. As a result, you may suffer a loss on your investment.

The regulated nature of our business may impede or discourage a takeover, which could reduce the market price of our Common Shares.

We require and hold various government licenses to operate our business. These licensing requirements could impede a merger, amalgamation, takeover or other business combination involving us or discourage a potential acquiror from making a tender offer for our Common Shares, which, under certain circumstances, could reduce the market price of our Common Shares.

We do not intend to pay dividends on our Common Shares in the near future, and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our Common Shares.

We have never declared or paid any cash dividend on our Common Shares and do not currently intend to do so in the foreseeable future. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends in the foreseeable future. Therefore, the success of an investment in the Common Shares will depend upon any future appreciation in their value. There is no guarantee that the Common Shares will appreciate in value or even maintain the price at which you purchased them.

Future issuances of debt securities, which would rank senior to our Common Shares upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our Common Shares for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our Common Shares.

In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our Common Shares. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over holders of Common Shares in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our Common Shares must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our Common Shares.

General Risk Factors

The Company may become involved in legal proceedings from time to time, which could adversely affect the Company.

From time to time, we may be a party to legal and regulatory proceedings, including matters involving governmental agencies, entities with whom it does business and other proceedings arising in the ordinary course of business. We will evaluate our exposure to these legal and regulatory proceedings and establish reserves for the estimated liabilities in accordance with generally accepted accounting principles. Assessing and predicting the outcome of these matters involves substantial uncertainties. Unexpected outcomes in these legal proceedings, or changes in management’s evaluations or predictions and accompanying changes in established reserves, could have an adverse impact on our financial results.

30

Our participation in the cannabis industry may lead to litigation, formal or informal complaints, enforcement actions, and inquiries by third parties, other companies and/or various governmental authorities against us. Litigation, complaints, and enforcement actions involving us could consume considerable amounts of financial and other corporate resources, which could have an adverse effect on our future cash flows, earnings, results of operations and financial condition.

We recently unilaterally terminated our IPO underwriting agreement with Boustead Securities, LLC which may subject us to future litigation or arbitration costs, and potential damages or settlement payments.

On November 2, 2021, we provided formal written notice to Boustead Securities, LLC (“Boustead”) that we were terminating our underwriting agreement with them dated May 10, 2021 (the “IPO Underwriting Agreement”), due to material breaches by Boustead of its obligations thereunder.  Pursuant to the IPO Underwriting Agreement, the Company agreed to certain restrictions on its ability to sell, transfer or otherwise dispose of the Company’s common shares without the prior written consent of Boustead. The IPO Underwriting Agreement expressly stated that such consent “may not unreasonably be withheld”.  On more than one occasion, we believe that Boustead unreasonably withheld its consent to certain transactions that our management and Board of Directors deemed to be in the best interests of the Company and its shareholders. Accordingly, we unilaterally terminated the IPO Underwriting Agreement effective as of the date of Boustead’s breach. In addition, while we consider the IPO Underwriting Agreement terminated, in consultation with the underwriters of this offering,  we nonetheless offered Boustead the opportunity to participate as an underwriter in this offering as would have been  consistent with the IPO Underwriting Agreement if still in effect. As of the date of this prospectus, the Company’s engagement letter with Boustead, dated September 8, 2020, as amended, remains in effect. While no action has been threatened against the Company, it is possible that Boustead may initiate future legal proceedings against us.  In the event that we do not settle our disagreements with Boustead or, if we are unsuccessful in defending against any such legal proceeding, we may be required to make a substantial settlement payment or damages award to Boustead, which may include costs and attorneys’ fees. In addition, we have indemnified the underwriters of this offering  against any liability or expenses they may be subject to or incur in connection with any potential Boustead dispute.

The Company’s success will depend, in part, on its ability to continue to enhance its product and service offerings to respond to technological and regulatory changes and emerging industry standards and practices.

Rapidly changing markets, technology, emerging industry and regulatory standards and frequent introduction of new products characterize the Company’s business. The introduction of new products embodying new technologies and regulatory developments may render the Company’s equipment obsolete and its products and services less competitive or less marketable. The process of developing the Company’s products and services is complex and requires significant continuing costs, development efforts, third-party commitments and regulatory approvals. The Company may not be successful in developing or effectively commercializing such new products and services, or obtaining any required regulatory approvals, which, together with any capital expenditures made in the course of developing such products and services, may have a material adverse effect on the Company’s business, financial condition and operating results.

We are dependent upon our management and key employees, and the loss of any member of our management team or key employees could have a material adverse effect on our operations.

The Company’s success is dependent upon the ability, expertise, judgment, discretion and good faith of its senior management and key employees. The loss of any member of our management team or key employees could have a material adverse effect on our business and results of operations. While employment agreements and incentive programs are customarily used as primary methods of retaining the services of key employees, these agreements and incentive programs cannot assure the continued services of such employees. Any loss of the services of such individuals, or an inability to attract other suitably qualified persons when needed, could have a material adverse effect on the Company’s business, operating results or financial condition. We do not currently maintain key-person insurance on the lives of any of our key employees. Competition for qualified technical, sales and marketing staff, as well as officers and directors can be intense, and no assurance can be provided that the Company will be able to attract or retain key employees in the future, which may adversely affect the Company’s operations.

Our inability to retain and acquire skilled personnel could impair our business and operations.

The loss of any member of our management team could have a material adverse effect on our business and results of operations. In addition, the inability to hire or the increased costs of hiring new personnel, including members of executive management, could have a material adverse effect on our business and operating results. The expansion of marketing and sales of our products will require us to find, hire and retain additional capable employees who can understand, explain, market and sell our products. There is intense competition for capable personnel in all of these areas and we may not be successful in attracting, training, integrating, motivating, or retaining new personnel, vendors, or subcontractors for these required functions. New employees often require significant training and, in many cases, take a significant amount of time before they achieve full productivity. As a result, we may incur significant costs to attract and retain employees, including significant expenditures related to salaries and benefits and compensation expenses issued in connection to equity awards, and we may lose new employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them. In addition, as we move into new jurisdictions, we will need to attract and recruit skilled employees in those new areas.

31

We will need to grow the size of our organization, and we may experience difficulties in managing any growth we may achieve.

As our development and commercialization plans and strategies develop, we expect to need additional research, development, managerial, operational, sales, marketing, financial, accounting, legal and other resources. Future growth would impose significant added responsibilities on members of management. In order to manage growth and changes in strategy effectively, the Company must: (a) maintain adequate systems to meet customer demand; (b) expand sales and marketing, distribution capabilities, and administrative functions; (c) expand the skills and capabilities of its current management team; and (d) attract and retain qualified employees. Our management may not be able to accommodate those added responsibilities, and our failure to do so could prevent us from effectively managing future growth and successfully growing our Company.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us, our share price and trading volume could decline.

The trading market for our Common Shares will depend, in part, on the research and reports that securities or industry analysts publish about us or our operations. We do not have any control over these analysts and their research and reports. If one or more of the analysts who cover us downgrade our shares or publish inaccurate or unfavorable research about our business, our share price would likely decline.  In addition, if our operating results fail to meet the forecast of analysts, our share price would likely decline.  If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our shares could decrease, which might cause our share price and trading volume to decline.

After the completion of this offering, we may be at an increased risk of securities class action litigation.

Historically, securities class action litigation has often been brought against a company following a decline in the market price of its securities. If we are listed on an exchange or quoted over-the-counter and our share price decreases and we were to be sued, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

We expect to incur significant ongoing costs and obligations related to our investment in infrastructure, growth, regulatory compliance and operations.

We expect to incur significant ongoing costs and obligations related to our investment in infrastructure and growth and regulatory compliance, which could have a material adverse effect on our results of operations, financial condition and cash flows. In addition, future changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to our operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on our business, results of operations and financial condition. Our efforts to grow our business may be costlier than we expect, and we may not be able to generate sufficient revenue to offset such higher operating expenses. We may incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications and delays, and other unknown events.

There is no assurance that the Company’s insurance coverage will be sufficient to cover all claims to which the Company may become subject.

Our production is, in general, subject to different risks and hazards, including adverse weather conditions, fires, plant diseases and pest infestations, other natural phenomena, industrial accidents, labor disputes, changes in the legal and regulatory framework applicable to us and environmental contingencies.

We are in the process of obtaining insurance coverage over our production and facilities. We may not be able to maintain or obtain insurance of the type and amount desired at a reasonable cost. If we were to incur significant liability for which we were not fully insured, it could have an adverse effect on our business, financial condition and results of operations.

We do not currently maintain key-person insurance on the lives of any of our key employees.

We may be unable to implement our business strategy, which could have negative financial and reputational effects on our business.

The growth and expansion of our business is heavily dependent upon the successful implementation of our business strategy as described under the heading “Our Business.” There can be no assurance that we will be successful in the implementation of our business strategy. A failure to do so could have negative financial and reputational effects on us. Future clinical research studies may lead to conclusions that dispute or conflict with our understanding and belief regarding the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis.

The Company could be subject to a security breach that could result in significant damage or theft of products and equipment.

Breaches of security at our facilities may occur and could result in damage to or theft of products and equipment. A security breach at our facilities could result in a significant loss of inventory or work in process, expose us to liability under applicable regulations and increase expenses relating to the investigation of the breach and implementation of additional preventative security measures, any of which could have an adverse effect on our business, financial condition and results of operations.

32

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Various statements contained in this prospectus, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements.  These forward-looking statements may include projections and estimates concerning our possible or assumed future results of operations, financial condition, business strategies and plans, market opportunity, competitive position, industry environment, and potential growth opportunities.  In some cases, you can identify forward-looking statements by terms such as “may”, “will”, “should”, “believe”, “expect”, “could”, “intend”, “plan”, “anticipate”, “estimate”, “continue”, “predict”, “project”, “potential”, “target,” “goal” or other words that convey the uncertainty of future events or outcomes.  You can also identify forward-looking statements by discussions of strategy, plans or intentions.  We have based these forward-looking statements on our current expectations and assumptions about future events.  While our management considers these expectations and assumptions to be reasonable, because forward-looking statements relate to matters that have not yet occurred, they are inherently subject to significant business, competitive, economic, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control.  These and other important factors, including, among others, those discussed in this prospectus under the headings “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Our Business”, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements in this prospectus.  Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements in this prospectus include:

• Our limited operating history and net losses;

• unpredictable events, such as the COVID-19 outbreak, and associated business disruptions;

• changes in cannabis laws, regulations and guidelines;

• decrease in demand for cannabis and derivative products due to certain research findings,

proceedings, or negative media attention;

• damage to our reputation as a result of negative publicity;

• exposure to product liability claims, actions and litigation;

• risks associated with product recalls;

• product viability;

• continuing research and development efforts to respond to technological and regulatory changes;

• shelf life of inventory;

• maintenance of effective quality control systems;

• changes to energy prices and supply;

• risks associated with expansion into new jurisdictions;

• regulatory compliance risks;

• opposition to the cannabinoid industry;

• risks related to our operations in Colombia; and

• potential delisting resulting in reduced liquidity of our Common Shares.

Given the foregoing risks and uncertainties, you are cautioned not to place undue reliance on the forward-looking statements in this prospectus.  The forward-looking statements contained in this prospectus are not guarantees of future performance and our actual results of operations and financial condition may differ materially from such forward-looking statements.  In addition, even if our results of operations and financial condition are consistent with the forward-looking statements in this prospectus, they may not be predictive of results or developments in future periods.

Any forward-looking statement that we make in this prospectus speaks only as of the date of this prospectus.  Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements in this prospectus, whether as a result of new information, future events or otherwise, after the date of this prospectus.

33

USE OF PROCEEDS

We estimate that we will receive approximately $27,400,000 in net proceeds from the sale of 10,000,000 Units offered by us in this offering (or approximately $31,585,000 if the underwriters exercise in full their option to purchase up to 1,500,000 additional Common Shares and/or up to 750,000 additional Unit Warrants from us),  after deducting the underwriting discounts and commissions and estimated offering expenses of approximately $500,000 payable by us.

If a holder of Unit Warrants elects to exercise the Unit Warrants issued in this offering, we may also receive proceeds from the exercise of the Unit Warrants. We cannot predict when or if the Unit Warrants will be exercised. It is possible that the Unit Warrants may expire and may never be exercised.

We intend to use the net proceeds from this offering for capital expenditures operating capacity, working capital and general corporate purposes. Our net proceeds will be utilized for certain capital expenditures and operating expenditures across all of our divisions. Our management believes our current capital resources coupled with the net proceeds from the offering will be adequate to continue to expand and update the modules of the Research Technology and Processing Center (advanced drying, extraction and isolation) required to operate our business over the next twenty-four months and to complete the Quipropharma laboratory customization for our short term needs over the next twenty-four months.

Our management will have discretion in allocating the net proceeds in accordance with the above priorities and purposes.  The amounts and timing of our actual expenditures will depend upon numerous factors, including the progress of our expansion and development efforts, whether or not we enter into strategic transactions, our general operating costs and expenditures, and the changing needs of our businesses.

We believe that our funds and the net proceeds from this offering will be sufficient to continue our businesses and operations as currently conducted through the end of 2023; however, changing circumstances may cause us to consume capital significantly faster than we currently anticipate.

34

DIVIDEND POLICY

We have never paid dividends on our Common Shares. We currently intend to retain all available funds and any future earnings to support operations and to finance the growth and development of our business. As such, we do not intend to declare or pay cash dividends on our Common Shares in the foreseeable future. Any future determination to pay dividends will be made at the discretion of our Board of Directors subject to applicable laws and will depend upon, among other factors, our earnings, operating results, financial condition and current and anticipated cash needs. Our future ability to pay cash dividends on our Common Shares may be limited by the terms of any then-outstanding debt or preferred securities.

35

CAPITALIZATION

The following table sets forth our cash and cash equivalents, debt and capitalization as of June 30, 2021:

• on an actual basis, except to the extent it has been adjusted to give effect to a 1-for-3 reverse split and consolidation of our Common Shares that was prospectively approved by our board of directors and stockholders on March 8, 2021 and effected on April 30, 2021.  

• on a pro forma basis to give effect to proforma adjustments and the issuances of Common Shares after June 30, 2021 and  

• on a pro forma as adjusted basis, to give effect to the sale by us of 10,000,000 Units in this offering at the public offering price of $3.00 per Unit, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Our capitalization following the closing of this offering will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. You should read the following table in conjunction with the sections entitled “Use of Proceeds”, “Selected Consolidated Financial Information and Operating Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and our financial statements and the related notes thereto included elsewhere in this prospectus.

	As of June 30, 2021
	Actual			Pro Forma			Pro Forma as adjusted
In thousands	US$ (1)			US$ (1)			US$ (1)
Cash and cash equivalents		18,806			18,806			46,206
Shareholders’ equity:
Common Shares, without par value; 42,024 shares issued and outstanding, 42,024 pro forma, 52,024 pro forma as adjusted		38,943			38,943			68,943
Warrants;  9,295 issued and outstanding, 9,295 pro forma and 10,795 pro forma as adjusted		5,305			5,305			9,805
Options 4,202 issued and outstanding		2,491			2,491			2,491
Non-controlling interest		(154	)		(154	)		(154	)
Accumulated other comprehensive loss		(162	)		(162	)		(162	)
Retained Earnings Deficit		(22,384	)		(22,384	)		(29,484	)
Total shareholders’ equity		24,039			24,039			51,439
Total capitalization		24,039			24,039			51,439
(1) Note all share, warrants and options are adjusted post-split to reflect the 3- for-1 consolidation of our common shares

Based on the average exchange rate of $3,571.43, which was the foreign exchange rate on June 30, 2021, as reported by the Bank of Canada, and as used in our unaudited consolidated financial statements as of and for the six months ended June 30, 2021 and included elsewhere in this prospectus.

36

DILUTION

Purchasers of the Units in this offering will experience immediate and substantial dilution to the extent of the difference between the public offering price per Common Share paid by the purchasers of the Units in this offering and the pro forma, as adjusted net tangible book value per Common Share immediately after, and giving effect to, this offering.  Dilution results from the fact that the public offering price per Common Share in this offering is substantially in excess of the net tangible book value per Common Share attributable to our existing shareholders for our presently outstanding Common Shares.

Our historical net tangible book value per Common Share is determined by dividing our net tangible book value, which is the book value of our total tangible assets less the book value of our total liabilities, by the number of outstanding Common Shares.  As of June 30, 2021, the historical net tangible book value of our Common Shares was $22,977,000 or $0.55 per Common Share (post-split).

After giving effect to the (i)  sale by us of 10,000,000 Units in this offering at the  public offering price of $3.00 per Unit, and (ii) receipt by us of the net proceeds of this offering, after deduction of the underwriting discounts and commissions and the estimated offering expenses payable by us, our pro forma, as adjusted net tangible book value as of June 30, 2021 would have been $50,377,000 or $0.97 per Common Share.   The difference between the public offering price per Common Share and the pro forma, net tangible book value per Common Share represents an immediate increase in net tangible book value of  $0.42 per Common Share to our existing shareholders, and an immediate dilution in net tangible book value of $2.03 per Common Share to purchasers of Common Shares in this offering.

The following table illustrates, on a post-split basis, this dilution to purchasers in this offering on a per Common Share basis:

Public offering price per Unit	$	3.00
Net tangible book value per Common Share before this offering (as of June 30, 2021)	$	0.55
Increase in net tangible book value per Common Share attributable to purchasers in this offering	$	27,400
Pro forma, as adjusted net tangible book value per Common Share immediately after this offering	$	0.42
Dilution in pro forma, as adjusted net tangible book value per Common Share to purchasers in this offering	$	2.03

The table and information above assume no exercise by the underwriters of their option to purchase additional Common Shares and/or Unit Warrants in this offering.  If the underwriters exercise in full their option to purchase up to 1,500,000 additional Common Shares and/or up to 750,000  additional Unit Warrants from us, the pro forma, as adjusted net tangible book value per Common Share immediately after this offering would be $1.02 per Common Share, and the dilution in pro forma, as adjusted net tangible book value per Common Share to purchasers in this offering would be $1.98 per Common Share, in each case at a  public offering price of $3.00 per Common Share, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

37

SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA

The following tables set forth our selected consolidated financial information and operating data as of the year ended December 31, 2020 and for the period of incorporation March 13, 2019 through December 31, 2019.  You should read the following selected consolidated financial information and operating data in conjunction with the Company’s audited financial statements, and it is qualified in its entirety by reference to, our audited consolidated financial statements and the related notes thereto and the sections entitled “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each of which are included elsewhere in this prospectus.

Our selected consolidated statement of income information and operating data for the year ended December 31, 2020, and our related selected consolidated balance sheet information as of December 31, 2020 have been derived from our audited consolidated financial statements for the year ended December 31, 2020 and for the period from incorporation March 13, 2019 through December 31, 2019 prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), which are included elsewhere in this prospectus. The selected historical consolidated financial data as of June 30, 2021 and for the six months ended June 30, 2021 and 2020 has been derived from our unaudited interim consolidated financial statements, which are included elsewhere in this prospectus. The unaudited interim consolidated financial statements reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair presentation of the results of the unaudited interim periods.

Our historical results for the periods presented below are not necessarily indicative of the results to be expected for any future periods.

Consolidated Statements of Loss and Comprehensive Loss (Expressed in thousands of United States dollars, except per share amounts)	Six Month Period Ended June 30, 2021			Six Month Period Ended June 30, 2020			Year Ended December 31, 2020			March 13, 2019 (inception) through December 31, 2019
	(unaudited)			(unaudited)			(audited)			(audited)
Revenues	$	2,118		$	-		$	106		$	-
Cost of sales		1,106			-			35			-
Gross profit		1,012			-			71			-
Expenses
Consulting and management fees	$	2,262		$	819		$	4,752			2,001
Professional fees		766			218			794			183
General office expenses		2,661			715			1,400			175
Travel expenses		143			233			428			306
Share based compensation		95			344			4,901			107
Depreciation and amortization		119			57			113			26
Research and development		85			53			78			21
Foreign exchange (gain)		(78	)		171			20			6
Total Expenses		6,053			2,610			12,486			2,825
Loss before the undernoted items		(5,041	)		(2,610	)		(12,415	)		(2,825	)
Goodwill Impairment		-			-			1,816			-
Interest expense		64			72			30			19
Transaction costs		-			-			132			-
Other income		(67	)		(81	)		(59	)		-
Bad Debt Expense		100			-
Net loss for the period	$	(5,138	)	$	(2,601	)	$	(14,334	)	$	(2,844	)
Other comprehensive loss
Exchange differences on foreign operations		200			(19	)		(16	)		(23	)
Total comprehensive loss for the period	$	(5,338	)	$	(2,582	)	$	(14,350	)	$	(2,821	)
Net loss attributable to:
Flora Growth Corp.	$	(5,097	)	$	(2,555	)	$	(14,170	)	$	(2,824	)
Non-controlling interests	$	(41	)	$	(46	)	$	(164	)	$	(20	)
Comprehensive loss attributable to:
Flora Growth Corp.	$	(5,297	)	$	(2,536	)	$	(14,186	)	$	(2,801	)
Non-controlling interests	$	(41	)	$	(46	)	$	(164	)	$	(20	)
Basic and diluted loss per share attributable to Flora Growth Corp.	$	(0.13	)	$	(0.09	)	$	(0.16	)	$	(0.06	)
Weighted average number of Common Shares outstanding – basic and diluted		39,604			29,257			89,704			44,676

38

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the sections of this prospectus entitled “Selected Consolidated Financial Information and Operating Data” and “Business”, and our consolidated financial statements and related notes thereto, included elsewhere in this prospectus. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our current plans, expectations, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward-looking statements.  Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

Overview

We cultivate and process natural, medicinal-grade cannabis oil and high-quality cannabis derived medical and wellbeing products and supply these premium products to large channel distributors, including pharmacies, medical clinics, and cosmetic companies.   We are an early-stage private company headquartered in Canada.  Our agricultural and processing operations are in Colombia.  We just began to generate revenues in August 2020 through our Flora Beauty LLC subsidiary, in October 2020 through our Hemp Textiles subsidiaries, and in December 2020 following acquisitions of our Cronomed, Breeze, and Kasa subsidiaries.  Our acquisitions have generated revenues as stand-alone entities:  Cronomed since March 2005; Breeze since January 2013; and Kasa since July 2013.

Flora has begun commercial cannabis harvesting in Q3 of 2021 with high CBD strains being the first crop. High THC strains were licensed through the required agricultural study with the Colombian regulators  and should be available in October 2021.  Flora has constructed sufficient processing infrastructure  to complete the harvesting and drying of the commercial material.  We will not have the ability to extract and test Cannabinoid oil (THC and CBD) in material amounts   until our Research Technology and Processing Center has been completed, which we expect will become operational in late 2021. The production facility is intended to dry, trim and store our products on a large commercial scale, to produce oil extracts, to access needed facilities and labor and to achieve large channel distribution of our products.

Effective October 15, 2019, we acquired 90% of our Colombian subsidiary, Cosechemos, which is licensed in Colombia to cultivate, produce and distribute CBD medical cannabis for use in Colombia and for  international export.  We have one property under lease, the Cosechemos Farm, in Giron, Santander, Colombia, which is a 361-hectare property.  We also have the option to lease the Palagu Farms, in Puerto Boyaca, Colombia. Our main Colombian operations are currently in Giron, Colombia.  Our Palagua Farms comprise two contiguous farms for a total of 2,132 hectares.

We are currently in discussions with distributors for the distribution of our products from Cosechemos.  Such discussions are preliminary in nature as we focus on building a commercial cultivation at the Cosehemos farm.  We will require adequate funding from this offering to fulfill these business objectives and enter into definitive agreements with distributors.

On July 16, 2019, we signed a share purchase agreement with Guillermo Andres Ramirez Martinez, Guillermo Ramirez Cabrales and Oscar Mauricio Franco Ulloa, who we refer to as the Cosechemos Vendors, to purchase 90% of Cosechemos. Pursuant to the share purchase agreement, we acquired 4,500 shares of Cosechemos. As consideration for the Cosechemos shares, we paid $80,000 to the Cosechemos Vendors, and granted the Cosechemos Vendors a 10% non-dilutive, free carried interest in Cosechemos, which we refer to as the Free Carry. The Free Carry will terminate upon our investing an aggregate of $25,000,000 in Cosechemos. 

On October 2, 2019, we signed a shareholders’ agreement with the Cosechemos Vendors and Cosechemos, the legal and beneficial owner of 100% interest of non-psychoactive cannabis license in Colombia.  Pursuant to our shareholders agreement with the Cosechemos Vendors and Cosechemos, we are required to fund the operations of Cosechemos and the Cosechemos Vendors’ equity interest in Cosechemos cannot be diluted by such funding during the time that the Free Carry is in effect. Upon the termination of the Free Carry, the Cosechemos Vendors will be required, if needed by Cosechemos, to fund the operations of Cosechemos on a pro rata basis or risk having their equity interest in Cosechemos be diluted. Pursuant to the purchase agreement, we are required to pay the Cosechemos Vendors, as a one-time payment, $750,000 within 60 days of Cosechemos earning a net income of $10,000,000.

Pursuant to a lease agreement, dated May 2, 2018, between C.I. Gramaluz S.C.A. and Cosechemos, Cosechemos has leased the Cosechemos farm, which is a 361 hectare property in Giron, Santander, Colombia. Effective September 1, 2019, Cosechemos shall pay a monthly fee of approximately $2,900 (COP10,000,000). On March 1, 2020, the monthly fee was increased to approximately $5,800 (COP20,000,000). Cosechemos has a right to purchase the Cosechemos Farm at a price to be determined by an arm’s length third party appraiser from the real estate association of Bogota, Colombia.

39

Pursuant to an option to lease agreement, dated December 27, 2018, between Waldshut C.V. and Cosechemos, Cosechemos has the option to lease the Palagua Farm I.  Pursuant to an option to lease agreement dated, December 27, 2018, between Vicalvaro C.V. and Cosechemos, Cosechemos has the option to lease the Palagua Farm II. The Palagua Farm I is a 700 hectare property in Palagua, Boyaca, Colombia. The Palagua Farm II is a 1,432 hectare property in Palagua, Boyaca, Colombia. The Palagua Farm I and Palagua Farm II, which, together, we refer to as the Palagua Farms, are contiguous to each other. The Palagua Farms are approximately 300 kilometers from the Cosechemos Farm.  Pursuant to the option to lease agreements for the Palagua Farms, Cosechemos will pay approximately $28.13 (COP$95,879) per month for each hectare of the Palagua Farms being used to cultivate cannabis by Cosechemos.

On December 29, 2020, we acquired 90% of Kasa Wholefoods Company SAS Colombia (“Kasa”), pursuant to a share purchase agreement (the “Kasa Purchase Agreement”) with Santiago Mora Bahamon, Laura Londono Tapia, Pablo Silva and Stefan Lauer, who we refer to as the Kasa Vendors.  Pursuant to Kasa Purchase Agreement, we acquired 18,000 shares of Kasa (the “Kasa Shares”).  As consideration for the Kasa Shares, we agreed to pay $148,300 in cash to the Kasa Vendors in the percentages set forth in the Kasa Purchase Agreement and to discharge the liabilities of the Kasa Vendors in the amount of $87,300, for aggregate consideration of $235,600.

On December 29, 2020, we acquired 90% of Breeze Laboratory SAS (“Breeze”), pursuant to, pursuant to a share purchase agreement (the “Breeze Purchase Agreement”) with Ángel Miguel Ramírez, Roberto Barreto and Sandra Milena Barreto Garzón, who we refer to as the Breeze Vendors.  Pursuant to the Breeze Purchase Agreement, we acquired 46,800 shares of Breeze (the “Breeze Shares”).  As consideration for the Breeze Shares, we agreed to pay $147,300 in cash to the Breeze Vendors in the percentages set forth in the Breeze Purchase Agreement and to discharge the liabilities of the Breeze Vendors in the amount of $58,900 for aggregate consideration of $206,200. Pursuant to the Breeze Purchase Agreement, in the event that we elect to merge Breeze and Cronomed, we are required to issue that number of shares of the combined entity to the Breeze Vendors such that collectively the Breeze Vendors would own a 5% equity interest in the combined entity.  In the event that we elect not to merge Breeze and Cronomed and instead sell such shares to an arm’s length third party, at the Breeze Vendors’ sole option, we have agreed to (a) pay to the Breeze Vendors COP$700 million (approximately USD$199,829); (b) pay to the Breeze Vendors 5% of the proceeds from the sale of such shares to the third party; or (c) transfer 10% of such shares to the Breeze Vendors with 8 business days’ notice of any such decision.

On December 18, 2020, we acquired 100% of Grupo Farmaceutico Cronomed SAS (“Cronomed”), pursuant to a share purchase agreement (the “Cronomed Purchase Agreement”) with Luis Gerardo Tovar Osorio, Lucelida Castañeda de Corredor, Inversiones Multicentro S.A.S., Adriana Elizabeth Pérez Medina, Angie Zulanny Jiménez Castellanos, Diego Fernando Ramírez Pardo, Orladis Acero de Ospina, Mary Luz Gonzales Cortés, Olga Lucia Ruge León, Pharmades S.A.S., María Yolima Pedraza Moreno, Diana Patricia Elizalde Arias, Jair Fernely Osuna López and Inversiones Montearroyo Asociados S.A.S., who we refer to as the Cronomed Vendors.  Pursuant to the Cronomed Purchase Agreement, we acquired 134 shares of Cronomed. As consideration for the Cronomed Shares, we agreed to pay COP$3,468,631,200 (approximately USD$992,000) to the Cronomed Vendors in the percentages set forth in the Cronomed Purchase Agreement. Cronomed has subsequently changed its name to Flora Labs S.A.S.

On December 29, 2020, we were assigned (i) a 10% membership interest in Flora Beauty LLC (5% owned by Andrés Restrepo and 5% owned by Luis Merchan); (ii) a 10% membership interest in Hemp Textiles & Co LLC owned by Luis Merchan; and (iii) a 20% membership interest in Hemp Textiles SAS (5% owned by Santiago Mora Bahamón, 5% owned by Luis Merchan and 10% owned by Nicolás Vásquez). As consideration for the assignment of such membership interests, we granted 190,000 shares of our Common Shares (on pre-split basis), and 63,333 shares of our Common Shares (on a post-split basis) to Mr. Restrepo; 190,000 shares of our Common Shares (on pre-split basis), and 63,333 shares of our Common Shares (on a post-split basis) to Mr. Vazquez; 95,000 shares of our Common Shares (on a pre-split basis), and 31,667 shares of our Common Shares (on a post-split basis) to Mr. Bahamón; and paid $300 to Mr. Merchan, who was appointed as the President and Chief Executive Officer by our Board on December 16, 2020.

40

Recent Developments

Reverse Split and Consolidation

On March 8, 2021, our board of directors and stockholders approved a prospective reverse split and consolidation of our common shares in a range of 1 for 2 and 7, which consolidation was effected April 30, 2021 in a reverse split ratio of 1-for-3.  The reverse split and consolidation combines each three outstanding common shares into one common share and adjusts the conversion prices of our convertible securities. No fractional shares are expected to be issued in connection with the reverse split and consolidation, and any fractional shares resulting from the reverse split and consolidation are rounded down to the nearest whole share. All references to common shares, options to purchase common shares, restricted stock, share data, per share data and related information will be retroactively adjusted, where applicable, in this prospectus to reflect the reverse split and consolidation of our common shares as if it had occurred at the beginning of the earliest period presented.  Reference to “post-split” below are references to the number of our common shares after giving effect to this split.

Completed Acquisitions

Effective December 29, 2020, we acquired (i) a 90% equity interest in Kasa pursuant to the Kasa Purchase Agreement; (ii) a 90% equity interest in Breeze pursuant to the Breeze Purchase Agreement; and effective December 18, 2020 we acquired a 100% equity interest in Cronomed pursuant to the Cronomed Purchase Agreement.

On January 12, 2021, the Company acquired certain assets from Laboratorios Quipropharma SAS (“Quipropharma”), The purchase price is COP$1,200,000,000 ($350,000) which has been fully paid  The Company also entered into an agreement with Quipropharma to purchase certain real estate assets for at total of COP$3,940,000,000 ($1,143,000). Subsequent to year end the Company advanced COP$1,300,000,000 ($377,000) related to the real estate acquisition.

Assignment of Interests

On December 29, 2020, we were assigned (i) a 10% membership interest in Flora Beauty LLC (5% owned by Andrés Restrepo and 5% owned by Luis Merchan); (ii) a 10% membership interest in Hemp Textiles & Co LLC owned by Luis Merchan; and (iii) a 20% membership interest in Hemp Textiles SAS (5% owned by Santiago Mora Bahamón, 5% owned by Luis Merchan and 10% owned by Nicolás Vásquez). As consideration for the assignment of such membership interests, we granted 190,000 shares of our Common Shares (on pre-split basis), and 63,333 shares of our Common Shares (on a post-split basis) to Mr. Restrepo; 190,000 shares of our Common Shares (on pre-split basis), and 63,333 shares of our Common Shares (on a post-split basis) to Mr. Vazquez; 95,000 shares of our Common Shares (on a pre-split basis), and 31,667 shares of our Common Shares (on a post-split basis) to Mr. Bahamón; and paid $300 to Mr. Merchan, who was appointed as the President and Chief Executive Officer by our Board on December 16, 2020.

Koch & Gsell Letter of intent

On June 24, 2021, Flora signed a letter of intent to acquire 100% the outstanding equity interests of Koch & Gsell for consideration of CHF 20 million (Swiss Francs), or approximately US$22.2M, to be satisfied by the issuance of Flora common shares and repayment of Koch & Gsell outstanding debt. Koch & Gsell (K&G) is a Swiss brand and manufacturing company founded in 2015, that launched a new, innovative tobacco-and-hemp cigarette. In summer 2019, K&G further launched an industrially manufactured pre-roll cigarette containing pure hemp and has taken steps to protect the method they use to manufacture their hemp products.

Under the Heimat brand, Koch & Gsell has become one of the leading brands in the Swiss market for industrially manufactured hemp cigarettes and manufactures and distributes a range of hemp products that contain less than 1% THC, including pure hemp and blended hemp and tobacco cigarettes, as well as bulk flower and teas in over 2,500 stores across Switzerland.

As part of the potential  transaction, Flora anticipates acquiring all of Koch & Gsell’s hemp, blended hemp and tobacco cigarette manufacturing technology. The proprietary cigarette manufacturing technology can produce over 40,000 packs of 20 cigarettes per day. The technology is patented in over 80 jurisdictions throughout the world, where Flora anticipates bringing this technology into new markets to produce hemp, cannabis, or blended cigarette products, utilizing Flora’s high-quality, low-cost cannabis input.  As of June 30, 2021, we had provided Koch and Gsell with a $275,000 loan to provide them with additional working capital.  The loan is secured and bears interest at LIBOR plus 1%.

The closing of the transaction is subject to customary closing conditions, including due diligence to the satisfaction of both parties and the entering into of definitive agreements.

41

Acquisition of Vessel Brand Inc.

On  November 12, 2021, we   acquired 100% of the capital stock of Vessel Brand Inc. (“Vessel”), a developer and retailer of high-end cannabis consumer technology, such as vape pens and associated accessories throughout the United States and internationally. Headquartered in Carlsbad, California, Vessel distributes its premium hardware and accessories throughout the United States and internationally and has numerous high-margin products in its development pipeline to drive incremental revenue and market share growth in new and existing categories.

The  acquisition by Flora of Vessel is expected to be a substantive addition to the Flora brand portfolio as a rapidly growing company. Further,  we expect to leverage Vessel’s in-house design, sales, and marketing expertise to conduct an  evaluation of Flora’s existing global brand and product portfolio. As part of this process, the Vessel team will develop a strategic plan to maximize consumer experience and resonance, increase market share and positioning, and reengineer the Flora brand portfolio, while staying true to its values, to make every consumer experience more expressive and personal. 

Pursuant to a certain merger agreement between Flora, Vessel and certain related third parties, dated October 27, 2021 (the “Merger Agreement”),  at the closing of the transaction (the “Closing”), Vessel  was merged into a wholly owned subsidiary of Flora, and Flora  acquired 100% of the equity interests of Vessel for consideration consisting of $8.0 million in cash and 4,557,318 privately issued Flora common shares.   Certain shareholders of Vessel that  received in excess of a majority of the Flora common shares issued as part of the transaction consideration,  entered into lock-up agreements restricting the transfer of such common shares for a period of six (6) months from the Closing.

Hoshi Investment

On August 24, 2021, we closed our previously announced €2 million investment in Hoshi International Inc. (“Hoshi”) while also increasing our fully-diluted investment in Hoshi through a securities swap with Hoshi.  Hoshi is a European focused, fully integrated medical cannabis company led by a team of renowned cannabis entrepreneurs. Hoshi is focused on developing and operationalizing assets across the global cannabis industry with an emphasis on cultivating, manufacturing, and distributing cannabis products throughout the EU. Hoshi is uniquely positioned to become a leading provider of cannabis and derivative products for the emerging European market. In connection with the securities swap, we received 2,000,000 warrants from Hoshi management to acquire 2,000,000 common shares of Hoshi in exchange for 225,000 Flora common shares. This exchange is expected to strengthen the long-term strategic alignment between Hoshi management and us as well as increase Flora’s stake in Hoshi. As a component of the securities swap, the common shares Hoshi management  received  are subject to a lock-up period of the lesser of  nine months or the listing of Hoshi’s shares on a stock exchange.

42

In addition, we signed a binding memorandum of agreement with Hoshi underlying the investment pursuant to which Hoshi shall:

• name Flora as its preferred supplier of genetic material and finished cannabis derivative products, provided all regulatory and quality standards are met and subject to entering into a definitive agreement by no later than December 1, 2021;

• (a) grant Flora a right of first refusal to supply any cannabis oil or derivative products acquired by Hoshi or any of its affiliates at its Malta processing facility, provided regulatory and quality standards are met; and (b) consult with Flora on equipment for processing and production to be installed in its Malta processing facility, including review of equipment, GMP design schematics, and proposed products to be manufactured in Malta, subject to entering into a definitive agreement by no later than December 1, 2021;

• use commercially reasonable efforts to grant Flora access to its European Union Good Manufacturing Practices (“EU-GMP”) auditors for the purposes of assisting Flora to obtain the EU-GMP certification at its Cosechemos Ya S.A.S. subsidiary in Colombia;

• use commercially reasonable efforts to assist with the development of Flora’s operations in Malta and Portugal; and

• Luis Merchan being named to the board of directors of Hoshi

Kalaya Joint Venture

On July 26, 2021, we signed a non-binding letter of intent with Avaria Inc. (“Avaria”) to form a joint venture (the “Kalaya JV”) for the purposes of importing and distributing Avaria’s award winning “Kalaya” pain cream products across Flora’s network in Central and Latin America with the option to distribute to other countries around the world. Privately owned and operated since 1995 by experienced medical professionals, Avaria Inc, doing business as Avaria Health & Beauty Corp., has over 20 years of experience in the formulation, manufacturing and sale of topical creams, oils, emulsions, liquids, lotions, gels and salves. Avaria Health & Beauty Corp. brands enjoy distribution at all levels of retail and online, domestically, as well as in select international markets.

Upon entering into the Kalaya JV, we expect to manage the registration, sales, and distribution of KaLaya products in Colombia, Mexico, and other LATAM countries, while Avaria is expected to supply finished product to the Kalaya JV. The profits from the sale of KaLaya products under the Kalaya JV will be divided equally between Flora and Avaria.Further, we will work to produce KaLaya’s CBD-infused products using cannabis from our cultivation facility. These products are expected to be distributed across LATAM using our established distribution channels, with the aim of exporting to the U.S. market, where Avaria is currently launching the KaLaya brand. Avaria does not currently hold a license in Canada to produce cannabis derived versions of its products at a commercial scale.

The Kalaya JV is subject to customary conditions including each of Flora and Avaria being satisfied with their due diligence reviews and the parties entering into a definitive agreement.

Lamborghini License Agreement

On November 9, 2021, we entered into an exclusive license agreement with Tonino Lamborghini S.P.A. ("TL") for the manufacturing, promotion and distribution of Tonino Lamborghini branded beverages using Cannabidiol ("CBD") and Cannabigerol ("CBG") for North America and Colombia. The initial products for launch in 2022 will include cold coffee drinks, vitamin waters and fresh juices. Flora also retains the right of first refusal ("ROFR") on any or all additional Tonino Lamborghini products containing cannabinoids for the territory which may include, but are not limited to; beverages, edibles, wellness or other ingestibles and for the expansion or addition of new geographic regions or territories. The Flora/TL beverages will be all marketed with high-end positioning among competing fast-moving consumer goods of similar product quality. The agreement is based on an initial three year term with a projected five million units (individual beverages) sold within that period. Flora, may at its option, cancel the agreement after one year with no penalty or additional charges. The license agreement includes a minimum guaranteed royalty ("MGR") of $250,000 USD in year one of the agreement that increases with the scope and size of the projected sales in each subsequent year.

43

Results of Operations

Six month period ended June 30, 2021 for the Company as compared with the six month period ended June 30, 2020.

The following table sets forth key components of our results of operations for the six month period ended June 30, 2021 for the Company as compared with the six month period ended June 30, 2020.

Consolidated Statements of Loss and Comprehensive Loss (Expressed in thousands of United States dollars, except per share amounts)	Six Months Period Ended June 30, 2021			Six Months Period Ended June 30, 2020
	(unaudited)			(unaudited)
Revenues	$	2,118		$	-
Cost of sales		1,106			-
Gross profit		1,012			-
Expenses
Consulting and management fees	$	2,262		$	819
Professional fees		766			218
General office expenses		2,661			715
Travel expenses		143			233
Share based compensation		95			344
Depreciation and amortization		119			57
Research and development		85			53
Foreign exchange (gain)		(78	)		171
Total Expenses		6,053			2,610
Loss before the undernoted items		(5,041	)		(2,610	)
Goodwill Impairment		-			-
Interest expense		64			72
Transaction costs		-			-
Other income		(67	)		(81	)
Bad Debt Expense		100			-
Net loss for the period	$	(5,138	)	$	(2,601	)
Other comprehensive loss
Exchange differences on foreign operations		200			(19	)
Total comprehensive loss for the period	$	(5,338	)	$	(2,582	)

Revenue

To date, we have generated minimal revenues from our planned operations. We generated $2.1 million in revenues for the six months ended June 30, 2021 compared to no in revenues for the same period in the prior year. We have a very limited operating history upon which to base an evaluation of our business and prospects. Our short operating history may hinder our ability to successfully meet our objectives and makes it difficult for potential investors to evaluate our business or prospective operations.

44

Net Loss

For the six months ended June 30, 2021, we reported a net loss of $5.14 million, or $0.13 per share, compared to $2.60 million, or $0.09 per share, in net losses for the same period in the prior year. We had a working capital of $18.24 million as at June 30, 2021 compared to $14.89 million as of June 30, 2020.

Research and Development Expenses

Our research and development expenses were approximately $85,000 for the six months ended June 30, 2021 compared to approximately $53,000 for the same period in the prior year.  Research and development expenses to date consist primarily of contract research fees, manufacturing, consultant fees, and study related costs related to cultivation of cannabis in Colombia. We provided funding to Cosechemos for the research and development of producing medicinal CBD oil.

Consulting and Management Fees

We recorded consulting and management fees of $2.26 million for the six months ended June 30, 2021 compared to $0.82 million for the same period in the prior year.

Professional Fees

We recorded professional fees of $0.77 million for the six months ended June 30, 2021 compared to $0.22 million for the same period in the prior year. Most of the fees relate to legal and audit fees to prepare the materials related to our initial public offering on Form F-1.

General and Administrative and Travel Expenses

General and administrative expenses were $2.66 million for the six months ended June 30, 2021 compared to $0.72 million for the same period in the prior year. These expenses were mostly attributable to expenses incurred in connection with the Company’s initial public offering and our support of the Company’s operations in Columbia             .

Year Ended December 31, 2020 for the Company as compared with the period from March 13, 2019 (inception) to December 31, 2019

The following table sets forth key components of our results of operations for the year ended December 31, 2020 for the Company as compared with the period from March 13, 2019 (inception) to December 31, 2019.

Consolidated Statements of Loss and Comprehensive Loss (Expressed in thousands of United States dollars, except per share amounts)	Year Ended December 31, 2020			March 13, 2019 (inception) through December 31, 2019
	(audited)			(audited)
Revenues	$	106		$	-
Cost of sales		35			-
Gross profit		71			-
Expenses
Consulting and management fees	$	4,752			2,001
Professional fees		794			183
General office expenses		1,400			175
Travel expenses		428			306
Share based compensation		4,901			107
Depreciation and amortization		113			26
Research and development		78			21
Foreign exchange (gain)		20			6
Total Expenses		12,486			2,825
Loss before the undernoted items		(12,415	)		(2,825	)
Goodwill Impairment		1,816			-
Interest expense		30			19
Transaction costs		132			-
Other income		(59	)		-
Net loss for the period	$	(14,334	)	$	(2,844	)
Other comprehensive loss
Exchange differences on foreign operations		(16	)		(23	)
Total comprehensive loss for the period	$	(14,350	)	$	(2,821	)

45

Revenue

To date, we have generated minimal revenues from our planned operations. We generated $106,000 in revenues for the year ended December 31, 2020. We have a very limited operating history upon which to base an evaluation of our business and prospects. Our short operating history may hinder our ability to successfully meet our objectives and makes it difficult for potential investors to evaluate our business or prospective operations.

Net Loss

For the year ended December 31, 2020, we reported a net loss of $14,334,363 (for the period from March 13, 2019 (inception) to December 31, 2019 - $2,844,111) or $0.16 per share (for the period from March 13, 2019 (inception) to December 31, 2019 - $0.06 per share). We had a working capital of $14,888,184 as at December 31, 2020 (2019 – working capital deficit of $1,770,818).

On March 15, 2019, we granted 7,000,000 founder warrants (2,333,333 founder warrants on a post-split basis) to executive officers and directors with an exercise price of $0.05 per Common Share. The fair market value of the warrants was estimated to be $21,154 using the Black Scholes option pricing model. On June 28, 2019, we also granted 7,000,000 options (2,333,333 options on a post-split basis) to directors, officers and consultants of the Company with an exercise price of $0.05 per Common Share. The options vested immediately. The fair market value of the options was estimated to be $85,870 using the Black Scholes option pricing model.

We have and expect to continue to report negative earnings until our cannabis development program finds and develops producing assets. We will continue to utilize proceeds from financing and equity issuances to fund our cannabis program and general and administrative operating costs.

Goodwill Impairment

Goodwill impairment was $1,816,000 for the year ended December 31, 2020 (2019 – nil), which was related to the goodwill acquired on the Kasa, Breeze and Cronomed acquisitions.

Research and Development Expenses

Our research and development expenses were $78,480 for the year ended December 31, 2020 (for the period from March 13, 2019 (inception) to December 31, 2019 - $21,040).  Research and development expenses to date consist primarily of contract research fees, manufacturing, consultant fees, and study related costs related to cultivation of cannabis in Colombia.

We provided funding to Cosechemos for the research and development of producing medicinal CBD oil.

Consulting and Management Fees

We recorded consulting and management fees of $4,752,368 for the year ended December 31, 2020 (for the period from March 13, 2019 (inception) to December 31, 2019 - $2,000,508).  On December 22, 2020, the Company issued 4,000,000 (1,333,333 Common Shares on a post-split basis) common shares to the Chief Executive Officer of the Company, valued at $2,560,000 based on the estimated current stock price of $0.64 per common share. On June 27, 2019, we granted bonuses of $1,400,000 to our consultants, directors and officers. The bonuses were settled by the issuance of 70,000,000 Common Shares (23,333,333 Common Shares on a post-split basis) at a price of $0.02 per share for a value of $1,400,000 based on the value of services agreed upon by us and our consultants, directors, officers. Of the 70,000,000 Common Shares (23,333,333 Common Shares on a post-split basis) issued, a total of 14,950,000 Common Shares (4,983,333 Common Shares on a post-split basis) with a value of $299,000 were granted to our directors and officers.

Professional Fees

We recorded professional fees of $794,240 for the year ended December 31, 2020 (for the period from March 13, 2019 (inception) to December 31, 2019 - $182,900). Most of the fees relate to legal and audit fees to prepare the Regulation A+ Tier 2 materials related to the Regulation A Offering (defined below).

General and Administrative and Travel Expenses

General and administrative expenses of $1,400,280 for the year ended December 31, 2020 (for the period from March 13, 2019 (inception) to December 31, 2019 - $175,296) were related to filing fees for the Regulation A+ Tier 2 materials for the Regulation A Offering, rent and promotion costs. We recorded $427,742 for the year ended December 31, 2020 (for the period from March 13, 2019 (inception) to December 31, 2019 - $305,874) in travel expenses for various trips related to the subsidiaries and the Company’s promotion.

46

Liquidity and Capital Resources

The following table sets forth the major components of our statements and consolidated statements of cash flows for the periods presented.

(in thousands of United States dollars)	Six Months ended June 30, 2021			Six Months ended June 30, 2020			Year ended December 31, 2020			For the period from March 13, 2019 (inception) to December 31, 2019
Cash from operating activities	$	(5,770	)	$	(2,137	)	$	(8,421	)	$	(454	)
Cash from financing activities	$	14,419		$	10,236		$	25,816		$	1,005
Cash from investing activities	$	(5,171	)	$	(1,624	)	$	(2,164	)	$	(431	)
Effect of exchange rate change	$	(195	)	$	76		$	152		$	20
Change in cash during the period	$	3,283		$	6,551		$	15,383		$	140
Cash, beginning of period	$	15,523		$	140		$	140		$	-
Cash, end of period	$	18,806		$	6,691		$	15,523		$	140

At June 30, 2021 and at December 31, 2020, we had working capital of $18.24 million and $14.89 million, respectively.  Our primary cash flow needs are for the development of our cannabis activities, administrative expenses and for general working capital.

At present, we have not had any production and consequently no revenue generating assets or operations. Our continued existence is dependent on our ability to obtain necessary financing to complete the development of our cannabis operations and/or other potential projects and attain future profitable production. At present, we have no established sources of income and the success of our growth and development programs will be contingent upon our ability to raise sufficient equity financing on favorable terms. We do not expect to generate any internal cash flows to finance the development costs in the foreseeable future.

Initial Public Offering

We raised $16,667,000 in our initial public offering in May 2021 by issuing 3,33,333 Common Shares at an initial public offering price of $5.00 per share.

Regulation A Offering

We raised $29,997,195 under an offering of units under Tier 2 of Regulation A under Section 3(b) of the Securities Act of 1933, as amended, that closed upon the sale of the maximum units in December 2020 (the “Regulation A Offering”).  Each Unit is comprised of one Common Share and one-half of one Common Share purchase warrant to purchase one additional Common Share at an exercise price of $1.00 per whole warrant share ($3.00 on a post-split basis), subject to certain adjustments, over an 18-month exercise period following the date of issuance of the warrant. The Units were offered at a purchase price of $0.75 ($2.25 on a post-split basis) per Unit.

Quiprofarma Advance

As at June 30, 2021, the Company had provided an advance of $78,000 to Laboratorios Quiprofarma S.A.S. (“Quiprofarma”).  The purpose of making this advance was for a prepayment of the purchase price on the asset acquisition that was closed subsequent to December 31, 2020.  See Note 24.

QuestCap Loan

On August 6, 2019, we entered into a loan agreement with QuestCap Inc. (formerly Copper One Inc.), as amended on September 12, 2019, for a loan to us of up to $500,000 of which $497,514 of principal was drawn down by us in borrowings prior to repayment (December 31, 2019 - $497,514). The loan is a United States dollar loan which bears interest at 10% annually, is unsecured, and is payable on demand. As at December 31, 2019, the interest payable on the loan was $15,784. Stan Bharti, our former Chairman and Deborah Battiston, our former Chief Financial Officer also served in those roles at QuestCap Inc. These funds were sent to provide support to Cosechemos and to provide working capital for our Company. On January 31, 2020, the loan was repaid in the amount of $521,341; $497,514 to principal and $23,827 to interest.

Sulliden Mining Capital Loan

On November 6, 2019 we entered into a loan agreement with Sulliden Mining Capital Inc. for a loan to us of up to $525,000 of which $501,941 of principal was drawn down by us in borrowings prior to repayment (December 31, 2019 - $495,613). The loan is a United States dollar loan which bears interest at 12% annually, is unsecured, and was due on March 31, 2020. As at December 31, 2019, the interest payable on the loan was $3,681. Stan Bharti, our former Chairman and Deborah Battiston, our former Chief Financial Officer,  served as Interim Chief Executive Officer and former Chief Financial Officer, respectively of Sulliden Mining. These funds were sent to provide support to Cosechemos and to provide working capital for the Company. On January 31, 2020, the loan was repaid in the amount of $510,557; $501,941 to principal and $8,616 to interest.

47

Q Gold Resources Loan

On June 18, 2019, we entered into a loan agreement in favor of Q Gold Resources Ltd. for an amount of $16,667. The loan bears interest at 10% annually, is unsecured, and is payable on demand. As at December 31, 2019, the interest payable on the loan was $895. Deborah Battiston is the former Chief Financial Officer and Fred Leigh is a former director of the Company. Deborah Battiston is the Chief Financial Officer and Fred Leigh is the former Chief Executive Officer and a former director of Q Gold. These funds were sent to provide support to Cosechemos and to provide working capital for the Company. On March 6, 2020, the loan was repaid in the amount of $17,637; $16,667 to principal and $970 to interest.

Kasa Loan

On January 1, 2020, a loan was oustanding to Kasa Wholefoods Company S.A.S, or Kasa.  The loan accrues interest with an annual interest rate of 5%, is unsecured, and is payable on demand.  As at June 30, 2020, we have a loan receivable of $218,324 (December 31, 2019 - $91,087) of which $216,000 (December 31, 2019 - $91,000) is principal and $2,324 (December 31, 2019 - $87) is interest.  The purpose for the loan was to provide working capital prior to the completion of the acquisition.

Newdene Loan

On February 12, 2020, we made a loan of $1,000,000 to Newdene Gold Inc., or Newdene.  The loan accrues interest with an annual interest rate of 6% and is payable six months following the closing date of February 12, 2020.  The loan is secured by a securities pledge agreement in favor of our Company creating a security interest of 2,000,000 Common Shares (666,667 Common Shares on a post-split basis).  On November 23, 2020, the loan of $1,000,000 plus interest of $47,000 was repaid in full.

Consultancies Loan

On April 17, 2020, we made a loan of CAD$100,000 ($70,811) to Consultancies and Consultancies of Latam by GM LLC, or Consultancies.  The loan accrues interest with an annual interest rate of 5% and is payable sixty days following the closing date of April 17, 2020.  The loan to Consultancies and Consultancies of Latam by GM LLC of CAD$100,000 ($70,811) plus interest of $2,000 has been repaid in full via services provided.

We do not pay dividends and, other than the debt discussed above, had no long-term debt or bank facilities, other than our lease liability.

Plan of Operations

As noted above, the continuation of our current plan of operations requires us to raise significant additional capital. If we are successful in raising capital through the sale of Common Shares offered for sale in this offering, we believe that we will have sufficient cash resources to fund our plan of operations through the end of 2023. If we are unable to do so, we may have to curtail and possibly cease some operations. We intend to use the net proceeds from the offering for operating capacity, working capital and general corporate purposes.

During 2019 and 2020, we operated a 2-hectare Pilot Program at the Cosechemos Farm.  Pursuant to the Pilot Program, we have constructed one nursery and propagation center (an aggregate of 1,000 square meters) at the Cosechemos Farm where we planted 7,800 seedlings of non-psychoactive cannabis.  We harvested and processed the non-psychoactive cannabis from the Pilot Program resulting in a defined budget for dry flower productivity per plant and stabilization of certain genetic strains for our planned commercial cannabis production.  The Pilot Program assisted management in establishing what management believes is a viable agronomic management plan for cultivation in the Colombian geographic, organic and outdoor conditions. 

We continually evaluate our plan of operations to determine the manner in which we can most effectively utilize our limited cash resources. The timing of completion of any aspect of our plan of operations is highly dependent upon the availability of cash to implement that aspect of the plan and other factors beyond our control. There is no assurance that we will successfully obtain the required capital or revenues, or, if obtained, that the amounts will be sufficient to fund our ongoing operations.

Critical Accounting Policies

Our financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).  The preparation of interim financial statements in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying our accounting policies.

48

Recent Accounting Pronouncements

Accounting pronouncements not yet adopted

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRIC that are mandatory for accounting periods beginning on or after January 1, 2019 or later periods. The following have not yet been adopted and are being evaluated to determine their impact on the Company.

• IFRS 3 – Business Combinations (“IFRS 3”) was amended in October 2018 to clarify the definition of a business.  This amended definition states that a business must include inputs and a process and clarified that the process must be substantive and the inputs and process must together significantly contribute to operating outputs.  In addition it narrows the definitions of a business by focusing the definition of outputs on goods and services provided to customers and other income from ordinary activities, rather than on providing dividends or other economic benefits directly to investors or lowering costs and added a test that makes it easier to conclude that a company has acquired a group of assets, rather than a business, if the value of the assets acquired is substantially all concentrated in a single asset or group of similar assets.  The amendments are effective for annual reporting periods beginning on or after January 1, 2020.  Earlier adoption is permitted.

For acquisitions that do not meet the definition of a business under IFRS 3, the Company follows International Accounting Standard (“IAS”) 37 and IAS 38 guidelines for asset acquisition, where the consideration paid is allocated to assets acquired based on fair values on the acquisition date and transactions costs are capitalized and allocated to the assets acquired.

• IAS 1 – Presentation of Financial Statements (“IAS 1”) and IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”) were amended in October 2018 to refine the definition of materiality and clarify its characteristics.  The revised definition focuses on the idea that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements.  The amendments are effective for annual reporting periods beginning on or after January 1, 2020.  Earlier adoption is permitted.

Trend Information

Because we are still in the start-up phase and have only recently commenced operations, we are unable to identify any recent trends in revenue or expenses. Thus, we are unable to identify any known trends, uncertainties, demands, commitments or events involving our business that are reasonably likely to have a material effect on our revenues, income from operations, profitability, liquidity or capital resources, or that would cause the reported financial information in this offering to not be indicative of future operating results or financial condition.

Restatement Disclosure

In December 2020, we engaged Davidson & Company LLP, Chartered Accountants (“Davidson”) as our new PCAOB registered accounting firm to audit our financial statements. As part of a re-audit conducted by Davidson of our financial statements for the period March 13, 2019 (inception), to December 31, 2019, under PCAOB auditing standards, we have included disclosures in the audited financial statements related to changes in expenditures that were not appropriately recorded and founders' warrants that were revalued.  For our unaudited financial statements for the interim period ended June 30, 2020, we have revised the unaudited financial statements to include the above disclosures in addition to changes to foreign currency translation of intangible assets and net assets and net losses impacted by the consolidation of Flora Beauty LLC.

Our audit committee and Board have concluded that the restatements are quantitatively and qualitatively immaterial, that the weakness in our recording has been remedied through our hiring of additional accounting personnel in Canada and Colombia and that all previously issued financial statements may be relied upon.

Off Balance Sheet Arrangements

We did not have, during the periods presented, and we do not currently have, any off-balance sheet arrangements.

Capital Expenditures

We do not have any contractual obligations for ongoing capital expenditures at this time.

49

Contractual Obligations, Commitments and Contingencies

The following table sets forth the amount of our contractual obligations as of June 30, 2021.

In thousands of US dollars	Payments due by period:
	Total		Less than 1 year		1 – 3 years		More than 3 years
Long-term debt obligations	$	-	$	-	$	-	$	-
Capital (finance) lease obligations		395		107		288		-
Operating lease obligations		-		-		-		-
Purchase obligations		-		-		-		-
Other long-term liabilities reflected on our balance sheet		-		-		-		-
Total	$	395	$	107	$	288	$	-

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we, in consultation with legal counsel, evaluate the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. We are not aware of any matters which result in a loss contingency.

Emerging Growth Company Status

We are an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.  As such, we are eligible to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to SEC reporting companies that are not emerging growth companies.  For so long as we remain an emerging growth company, we will not be required to, among other things:

• present more than two years of audited financial statements and two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosure in our registration statement of which this prospectus forms a part;  

• have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; and  

• disclose certain executive compensation related items.  

We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day of the fiscal year during which we have total annual gross revenue of at least $1.07 billion, (iii) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which means the market value of our Common Shares that are held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter, and (iv) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In this prospectus, we have taken advantage of certain of the reduced reporting requirements as a result of being an emerging growth company and a foreign private issuer.  Accordingly, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests.  If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

50

HISTORY AND CORPORATE STRUCTURE

History

Our Company, Flora Growth Corp., was incorporated on March 13, 2019 in the Province of Ontario.  We are an early-stage private company headquartered in Canada focused on becoming a global leader in producing natural, medicinal-grade cannabis oil and high quality cannabis derived medical and wellbeing products for sale around the world.

Our agricultural and processing operations are in Colombia.  We are an emerging growth company just beginning to generate revenues and will require adequate funding from financing efforts to plant, grow and harvest our products on a commercial scale, to produce oil extracts and medical and wellbeing products, to access needed facilities and labor and to achieve large channel distribution of our products.

Our principal place of business and mailing address is Flora Growth Corp., 198 Davenport Road, Toronto, Ontario M5R 1J2, and our telephone number is +1 (416) 861-2267.  Our Colombian-based offices are located at Calle 93B # 13-50, Oficina 101, Edificio Hernandez, Bogotá, Colombia and Carrera 25 # 29 - 87 Local 17 A, Giron, Santander, Colombia.  Our website address is www.floragrowth.ca. The information contained therein or accessible thereby shall not be deemed to be incorporated into this prospectus.

As of the date of this prospectus, we have the following operating segments:

• The cultivation, processing and supplying of natural, medicinal-grade cannabis oil and high-quality cannabis derived medical and wellbeing products to large channel distributors, including pharmacies, medical clinics, and cosmetic companies in Colombia and internationally;

• Over-the-counter medical products and medical cannabis products, in which we produce and sell branded products to consumers as well as use our production facility to create white-label products for consumers;

• Wellbeing products, focused on delivering the benefits of CBD and hemp across an array of various branded consumer packaged goods, such as its Mind Naturals and Ô cosmetics lines and Stardog loungewear line. We leverage our branded product market experience, scientific expertise, agricultural advantages and educational platforms to introduce our products and services across markets in Latin America and the United States; and

• Food and beverage products, focused on delivering the benefits of exotic fruits from the Colombian amazon to consumers.

See “Our Business.”

Our Acquisitions

Cosechemos YA SAS (“Cosechemos”) became our 90%-owned subsidiary effective October 15, 2019 pursuant to a share purchase agreement (the “Cosechemos Share Purchase Agreement”) between the Company, Guillermo Andres Ramirez Martinez, Guillermo Ramirez Cabrales and Oscar Mauricio Franco Ulloa (collectively, the “Cosechemos Vendors”).  Pursuant to the Cosechemos Share Purchase Agreement, we acquired 4,500 shares of Cosechemos. As consideration for the Cosechemos shares, we (i) paid $80,000 to the Cosechemos Vendors, and (ii) granted the Cosechemos Vendors a 10% non-dilutive, free carried interest in Cosechemos (the “Free Carry”). Pursuant to the shareholders agreement between the Cosechemos Vendors and us (the “Shareholders Agreement”), we are funding the operations of Cosechemos and the Cosechemos Vendors’ equity interest in Cosechemos cannot be diluted by such funding during the time that the Free Carry is in effect. The Free Carry will automatically terminate upon such time as we invest an aggregate of $25 million into Cosechemos.  Upon the termination of the Free Carry, the Cosechemos Vendors will be required, if needed by Cosechemos, to fund the operations of Cosechemos on a pro rata basis or risk having their equity interest in Cosechemos be diluted.  Additionally, we are required to pay the Cosechemos Vendors, as a one-time payment, $750,000 within 60 days of Cosechemos earning a net income of $10 million.

We created Flora Beauty LLC (“Flora Beauty”) in partnership with Paulina Vega, a former Miss Universe (2014) and Miss Colombia (2013), as well as a television personality and model.  Flora Beauty is a private company headquartered in the United States and incorporated on January 14, 2020 under the laws of the State of Colorado.

On March 3, 2020, we incorporated Flora Growth Corp. Sucursal Colombia (“Flora Growth Sucursal”) under the laws of Colombia.

On August 17, 2020, we incorporated Hemp Textiles & Co LLC (“Hemp Textiles”) under the laws of the State of Florida.  On June 25, 2020, we incorporated Hemp Textiles & Co SAS (“Hemp Textiles SAS”) under the laws of Colombia.

51

On December 29, 2020, we signed a share purchase agreement (the “Kasa Purchase Agreement”) with Santiago Mora Bahamon, Laura Londono Tapia, Pablo Silva and Stefan Lauer, who we refer to as the Kasa Vendors, to purchase 90% of Kasa Wholefoods Company SAS Colombia (“Kasa”).  Pursuant to Kasa Purchase Agreement, we acquired 18,000 shares of Kasa (the “Kasa Shares”).  As consideration for the Kasa Shares, we agreed to pay $148,300 to the Kasa Vendors in the percentages set forth in the Kasa Purchase Agreement and discharged the liabilities of the Kasa Vendors in the amount of $87,300, for aggregate consideration of $235,600.

On December 29, 2020, we signed a share purchase agreement (the “Breeze Purchase Agreement”) with Ángel Miguel Ramírez, Roberto Barreto and Sandra Milena Barreto Garzón, who we refer to as the Breeze Vendors, to purchase 90% of Breeze Laboratory SAS (“Breeze”).  Pursuant to the Breeze Purchase Agreement, we acquired 46,800 shares of Breeze (the “Breeze Shares”).  As consideration for the Breeze Shares, we agreed to pay $147,300 to the Breeze Vendors in the percentages set forth in the Breeze Purchase Agreement and discharged the liabilities of the Breeze Vendors in the amount of $58,900, for aggregate consideration of $206,200. Pursuant to the Breeze Purchase Agreement, in the event that we elect to merge Breeze and Cronomed, we are required to issue that number of shares of the combined entity to the Breeze Vendors such that collectively the Breeze Vendors would own a 5% equity interest in the combined entity.  In the event that we elect not to merge Breeze and Cronomed and instead sell such shares to an arm’s length third party, at the Breeze Vendors’ sole option, we have agreed to (a) pay to the Breeze Vendors COP$700 million (approximately USD$199,829); (b) pay to the Breeze Vendors 5% of the proceeds from the sale of such shares to the third party; or (c) transfer 10% of such shares to the Breeze Vendors with 8 business days’ notice of any such decision.

On December 18, 2020, we signed a share purchase agreement (the “Cronomed Purchase Agreement”) with Luis Gerardo Tovar Osorio, Lucelida Castañeda de Corredor, Inversiones Multicentro S.A.S., Adriana Elizabeth Pérez Medina, Angie Zulanny Jiménez Castellanos, Diego Fernando Ramírez Pardo, Orladis Acero de Ospina, Mary Luz Gonzales Cortés, Olga Lucia Ruge León, Pharmades S.A.S., María Yolima Pedraza Moreno, Diana Patricia Elizalde Arias, Jair Fernely Osuna López and Inversiones Montearroyo Asociados S.A.S., who we refer to as the Cronomed Vendors, to purchase 100% of Cronomed.  Pursuant to the Cronomed Purchase Agreement, we acquired 134 shares of Cronomed. As consideration for the Cronomed Shares, we agreed to pay COP$3,468,631,200 (approximately USD$992,000) to the Cronomed Vendors in the percentages set forth in the Cronomed Purchase Agreement.

On December 29, 2020, we were assigned (i) a 10% membership interest in Flora Beauty LLC (“Flora Beauty”) (5% owned by Andrés Restrepo and 5% owned by Luis Merchan); (ii) a 10% membership interest in Hemp Textiles & Co LLC (“Hemp Textiles”) owned by Luis Merchan; and (iii) a 20% membership interest in Hemp Textiles SAS (5% owned by Santiago Mora Bahamón, 5% owned by Luis Merchan and 10% owned by Nicolás Vásquez). As consideration for the assignment of such membership interests, we granted 190,000 shares of our Common Shares (63,333 Common Shares on a post-split basis) to Mr. Restrepo; 190,000 shares of our Common Shares (63,333 Common Shares on a post-split basis) to Mr. Vazquez; 95,000 shares of our Common Shares (31,667 Common Shares on a post-split basis) to Mr. Bahamón; and paid $300 to Mr. Merchan, who was appointed as the President and Chief Executive Officer by our Board on December 16, 2020.

To date, we have financed our operations and growth though short-term loans and a Regulation A, Tier 2 offering of units qualified with the SEC in December 2019 and completed its Regulation A maximum sale of securities in December 2020 and our initial public offering in May 2021.

Effective January 12, 2021, we acquired Quipropharma Lab, an asset comprised of a modern Colombia-based manufacturing facility that holds GMP certifications and can produce CBD containing products, pursuant to the Quipropharma Asset Purchase Agreement.

Corporate Structure

The following diagram illustrates our pro forma corporate structure as of the date of this prospectus.

Each of our subsidiaries are discussed below.

Cosechemos

Cosechemos is our 90% owned subsidiary, was incorporated on May 3, 2016 under the laws of Colombia and has its registered office address located at Carrera 25 # 29 - 87 Local 17 A, Giron, Santander, Colombia. Cosechemos operates its business of cultivation and processing natural cannabis into standardized, medicinal-grade oil extracts and related products.

Flora Beauty

Flora Beauty is our 87% owned subsidiary and was incorporated on January 14, 2020 under the laws of the State of Colorado.  Business operations and branch office are located in Colombia. Flora Beauty’s registered office and head office are located at 26 W Dry Creek Circle Ste 600, Littleton, CO, 80601. Flora Beauty’s principal executive office is located at Calle 93B #13-50 Bogotá, Colombia.

52

Ms. Vega, as the sole member of Ludic Investments LLC, a limited liability company organized under the laws of the State of Florida, is a founding partner of Flora Beauty. Ms. Vega has a 13% membership interest in Flora Beauty. Ms. Vega contributes her knowledge and professional experience in all aspects of the operations of Flora Beauty, including having decision making authority and participating in critical stages of different projects, positioning the Flora Beauty brands and products, approving internal and external communications, supporting the creation of advertising campaigns and content, and representing Flora Beauty in public events.

Flora Beauty has a 100% owned subsidiary, Flora Beauty LLC Sucursal Colombia (“Flora Beauty Sucursal”), incorporated on June 24, 2020, under the laws of Colombia and has its registered office address located at Call 93B #13-50 Bogotá, Colombia.  Flora Beauty Sucursal provides Flora Beauty with operational support in Colombia, allowing Flora Beauty to interact with Colombian regulatory authorities such as the Instituto Nacional de Vigilancia de Medicamentos y Alimentos (“INVIMA”).

Breeze

Breeze, our 90% owned subsidiary, has its registered office address located at Calle 53 BIS Sur # 80 – 57, Bogotá, Colombia.  Breeze focuses on the design, development and manufacturing of dermo-cosmetic products to respond to the needs of consumers, health specialists, patients and therapists. Breeze also manufactures magistral formulations in Colombia, which are custom formulations prescribed by physicians according to the individual needs and symptoms of patients and prepared as prescribed by a certified pharmaceutical establishment using cannabis derivatives.

Flora Growth Sucursal

Flora Growth Sucursal is our wholly-owned subsidiary, was incorporated on March 3, 2020 under the laws of Colombia and has its registered office address located at Calle 93 B # 13-50, Oficina 101, Edificio Hernandez, Bogotá, Colombia.  Flora Growth Sucursal is an administrative company that services all of our subsidiaries in Colombia.  Flora Growth Sucursal has no operations other than providing administrative services to our subsidiaries.

Cronomed

Cronomed, our wholly-owned subsidiary, was incorporated on March 16, 2005 in Bogotá, Colombia. Cronomed’s business operations are in Colombia and its registered office address is located at Carrera 72 M Bis N# 37B-24 Sur Carvajal in Bogota, Colombia. Cronomed is focused on the commercialization and distribution of pharmaceutical and over-the-counter products, including dietary supplements, phytotherapeutic and nutraceutical products, supplements and related products to large channel distributors, including pharmacies, medical clinics, and cosmetic companies.

Cronomed’s 100% owned subsidiary, Labcofarm Laboratorios S.A.S. (“Labcofarm”) was incorporated on November 20, 2012 under the laws of Colombia. Labcofarm’s operations include importing raw materials and other products needed for the production of its products. Cronomed has subsequently changed its name to Flora Labs S.A.S.

Hemp Textiles

Hemp Textiles, our wholly-owned subsidiary, was incorporated on August 17, 2020 under the laws of the State of Florida and has its registered office address located at 2937 S.W. 27^th Avenue # 104, Coconut Grove, FL 33133.  Hemp Textiles was formed to create and sell hemp-based clothing and textiles.

Hemp Textiles SAS

Hemp Textiles SAS, our wholly-owned subsidiary, was incorporated on June 25, 2020 under the laws of Colombia, and has its registered office address located at Calle 93 B # 13-50, Oficina 101, Edificio Hernandez, Bogotá, Colombia.  Hemp Textiles SAS provides wholesale distribution in Colombia and the United States for Hemp Fortex Industries Ltd., a fully vertically integrated global hemp textile producer. Prospect sectors to supply these textiles include: hospitality, medical, military and apparel sectors, among others with interest in the antibacterial and highly resistant properties of hemp.

53

Kasa

Kasa, our 90% owned subsidiary, has its registered office address located at Calle 93 B # 13-50 Oficina 101, Bogotá, Colombia. Kasa’s business operations are primarily in Colombia. Kasa is a private company headquartered in Colombia with a focus on designing, producing and supplying natural, no additive-added, no sugar-added juices, chocolate and chocolate related products to large channel distributors, including wholesale distributors, pharmacies, supermarkets and online distributors.

Kasa’s 100% owned subsidiary, Kasa Wholefoods, was incorporated on April 1, 2020 under the laws of Florida.

54

BUSINESS

Our Mission

Our mission is to leverage natural, cost-effective cultivation practices to supply cannabis derivatives to a diverse global market of cosmetics, hemp textiles, food, beverages and other products where cannabis or hemp can be utilized. As the operator of a large outdoor cultivation facility, Flora strives to market higher-quality premium wholesale cannabis products at below market prices. By prioritizing natural ingredients and value-chain sustainability across its portfolio, Flora creates premium products that help consumers restore and thrive.

• Help People Restore and Thrive.  We develop products to positively affect the health and wellness of people. From medicines to consumer products, we strive to help our customers restore and thrive.

• Prioritize Value-chain Sustainability.  We care about our broader global impact, from production to consumption.  We make conscious decisions to prioritize sustainability across our value-chain.

Our Company

Flora cultivates and processes natural, medicinal-grade cannabis and high-quality cannabis derivatives for medical and wellbeing products. Flora’s primary supply channels include premium products to large channel distributors, including pharmacies, medical clinics, grocery, convenience and cosmetic companies, direct to consumer delivery, and wholesale business to business (“B2B”) cannabis flower and derivatives. With over 300 products and several brands in market, Flora utilizes its array of assets including outdoor cultivation, an INVIMA GMP processing facility and in-house branding and distribution partners around the world, and strives to deploy a vertically integrated structure in product classes or geographies that allow it. With cultivation operations based in Colombia, Flora is committed to becoming a competitive producer of low-cost, natural, medicinal-grade cannabis oils and extracts including both high potency THC and CBD.

Designed from the onset for global growth and expansion, we began to generate revenues in August 2020 through Flora Beauty LLC and the Hemp Textiles subsidiaries. In December 2020, Flora significantly expanded revenue with the acquisition of Cronomed, Flora Lab, and Kasa subsidiaries allowing for expanded distribution. Flora has a fully licensed 247 acre farm near Bucaramanga, Colombia producing several government approved high CBD and THC cultivars for integration and sales with a state of the art extraction and processing facility in construction with full operations expected in the fourth quarter 2021 and expects EU GMP licensing in 2022.

Our Brands and Products

Flora has developed a series of in-house brands and completed accretive acquisitions to capitalize on consumer and competitive trends with initial operations focused on Colombia and Latin America. These divisions primarily fit within the global health and wellness space, where we estimate revenue growth can be accelerated with new product offerings derived from cannabinoids including CBD .  See “Risks Related to our Business and Industry”.

55

Our core products are inclusive of the following:

• Medicinal-Grade Cannabis. Material revenues are expected to begin in the fourth quarter of 2021, through our 90%-owned subsidiary, Cosechemos YA SAS;

• Cannabis Oils and Extracts. Material revenues are expected to begin in the fourth quarter of 2021, through our 90%-owned subsidiary, Cosechemos YA SAS;

• Skincare and Beauty Products. Our revenues commenced in August 2020, through our 87% owned subsidiary, Flora Beauty LLC;

• Dermo-Cosmetic Products. Our revenues commenced in December 2020, following our acquisition of our 90%-owned subsidiary, Breeze Laboratory S.A.S. (now Flora Lab Laboratory S.A.S.) which entity has generated revenues since January 2013;

• Pharmaceutical Products. Our revenues commenced in December 2020, following our acquisition of our 100%-owned subsidiary, Grupo Farmaceutico Cronomed SAS, which entity has generated revenues since March 2005;

• Loungewear and Textiles. Our revenues commenced in October 2020 through our 100%-owned subsidiaries, Hemp Textiles & Co LLC and Hemp Textiles & Co SAS; and

• Food and Beverage Products. Our revenues commenced in December 2020, following our acquisition of our 90%-owned subsidiary Kasa Wholefoods Company SAS Colombia which entity has generated revenues since July 2013.

Our acquisitions have generated revenues as stand-alone entities prior to the December 2020 consolidation:  Cronomed since March 2005; Flora Lab since January 2013; and Kasa since July 2013.

Medicinal-Grade Cannabis, Cannabis Oil Extracts and Related Products

Through our 90% owned subsidiary, Cosechemos, we are focused on cultivating, processing and supplying natural, medicinal-grade cannabis flower, cannabis oil extracts and related products to large channel distributors, including pharmacies, medical clinics, and cosmetic companies, in legal markets around the world.

Our cultivation operations are currently in Colombia at the Cosechemos Farm, which includes a 361-hectareproperty, with the ability to expand if required.  See “Business—Property, Plant and Equipment.”

Flora currently has 12 cultivars under evaluation with the ICA and has eight strains currently approved by the commercial use. Flora intends to fully develop final products consistent with medicinal cannabis industry standards and pharmaceutical procedures (including construction of an EU-GMP compliant facility at Cosechemos). Our products will include a variety of THC and CBD compositions designed to treat specific medical conditions as well as identifying cultivars with high amounts of rare cannabinoids including CBN, CBG and others. Flora is  authorized to grow non-psychoactive cannabis (less than 1% THC) and psychoactive cannabis license (higher than 1% THC) as of March 2021 from Colombian regulators. See “Business—Regulatory Environment.”

Flora employs a hybrid business-to-business (“B2B”) and business-to-consumer (“B2C”) sales and distribution model for its products. Targeted B2B customers will primarily consist of finished goods manufacturers, research organizations and pharmaceutical companies.

B2C channel sales provide products either direct to consumers (only non-psychoactive) or through both channel distributors including medical clinics, pharmacies, and white label manufacturers of cosmetic products. Flora works with healthcare professionals (clinics and doctors’ offices) that formulate and believe in cannabis therapies to provide high quality formulations in jurisdictions where THC or CBD are allowed. New information technologies, blockchain and supply chain provenance will be a key part of Flora’s strategy in order to educate the market on formulation trends and the consumption of cannabis products. Along with technology, Flora will participate and work with researchers and scientists to provide data and to educate the medical industry in areas where Flora believes cannabis will have an impact (including neurologists, psychiatrists, rheumatologists, oncologists, etc.). Flora’s intent is to create the necessary confidence in cannabis medications for patients exploring the possibility of receiving cannabis therapies as a complement to traditional therapies.

Skincare and Beauty Products

Through our 87% owned subsidiary, Flora Beauty, Flora manufactures and sells skincare and beauty products made with innovative ingredients such as CBD oil extract, hemp seeds for exfoliators and other natural ingredients through Flora Beauty’s two brands, Mind Naturals and Ô.  Flora Beauty sources CBD, cosmetic ingredients and packaging components from a global supply chain for manufacturing and packaging its Mind Naturals and Ô products.  Upon Cosechemos obtaining regulatory approval to commercially extract cannabis, Flora Beauty will use CBD derivatives from Cosechemos to manufacture its products.

Flora Beauty entered the United States skincare market with sales commencing in September 2020 with its first brand, Mind Naturals, while developing its second brand, Ô, in November 2020.  The Mind Naturals and Ô inaugural lines exemplify a socially conscious approach to the industry by creating products that are paraben and phthalate free, vegan, and absent any ingredients that utilize animal-testing.  Marketing efforts for such brands will include a cohesive marketing strategy to attract and retain consumer loyalty for its brands, including websites for Mind Naturals (www.mindskincare.com) and Ô (www.lifeinô.com).

56

Mind Naturals

The Mind Naturals skincare brand is formulated with CDB oil as its key ingredient, alongside other natural ingredients, some of which are endemic to Colombia. Currently, there are six products under the Mind Naturals brand:

(1) Cleanser: The product is designed to be a gentle gel cleanser is used to remove makeup. The cleanser is creamy and smooth in texture, designed to dig deep and cleanse the skin without peeling it.

(2) Eye Cream: The eye cream is designed to decompress and recharges the skin with hyaluronic acid-based, aimed to generate smoother skin and diminish expression lines.

(3) Moisturizer: The moisturizer is designed to feed the skin with antioxidants and is formulated with hyaluronic acid, vitamin E from cacay oil, and CBD.  The moisturizer is designed to nourish and replenish, leaving a smooth and dewy complexion.

(4) Hydrating mask: The relaxing hydrating mask treatment can be used twice a week to enhance the effects of the other three products.

(5) Refreshing Mist: The refreshing mists is designed to hydrate and brighten complexion. Made from chamomile extract, calendula extract, rose water, coffee extract and camellia, the mist is intended for everyday use.

(6) Hand Cleanser: Effective cleaning and hydration for everyday use, the Mind Naturals cleanser is made from Aloe Vera and Tea-tree extract.

Ô

Ô (pronounced awe), is a brand inspired by the amazing moments of life, the beauty of the world, its biodiversity, and the beauty that everyone can find in themselves.  The difference in ingredients in the Mind Naturals products and Ô products is the concentration of the active ingredients, such as the CBD and the delivery methods. Ô’s initial portfolio of products is similar to Mind Naturals and includes a cleanser, eye cream, moisturizer and a nourishing mask:

(1) pH Balanced Cleanser: The cleanser is designed to remove impurities and prepare the skin for its daily routine.  Its special ingredients include CBD, cold-pressed coconut oil, and cacay oil.

(2) Anti-aging Repair Eye Cream: The eye cream is designed to provide a smooth finish and eliminate fine lines and under-eye bags.  Its special ingredients include CBD and sacha inchi oil.

(3) Anti-Aging Moisturizer: The moisturizer is designed to replenish your skin and deliver a healthy complexion. Its special ingredients include CBD, calendula extract, aloe vera, and cacay oil.

(4) Exfoliating Nourishing mask: The nourishing mask is designed to rejuvenate your skin and deliver an alluring glow.  Special ingredients include CBD and sacha inchi oil.

Dermo-Cosmetic Products

Flora Labs focuses on the design and development of dermo-cosmetic products to respond to the needs of consumers, health specialists, patients and therapists. Flora Lab also manufactures custom formulas and premium personal care products for B2C clients made at its Instituto Nacional de Vigilancia de Medicamentos y Alimentos (“INVIMA”) and FDA registered laboratory and provides Flora Lab offers white label servies to clients providing access to its technical team of chemists, specialists and its INVIMA and FDA registered laboratory. This partnership ensures that clients are part of the product development process.

Custom formulas may range in complexity from a single ingredient product to a product featuring multiple ingredients. The custom formulation process includes the modification of an existing product or the development of an entire new product to target a specific concern. Flora Lab currently provides a variety of custom products for established customers and is involved in every phase of product development.

Flora Lab’s portfolio of products and services include the following business lines and brands:

140 Miles: Developed to support high performance athletes, particularly cyclists who require rapid recovery and sustained energy levels before, during and after training. Its CBD (cannabidiol) infused formula has been blended with natural ingredients to form the perfect sustenance.

(1) Anti-Friction Protector: Provides a protective layer to prevent friction caused during intense sport. This long-lasting CBD formulation does not stain and is water and sweat resistant.

(2) Pre-Heating Emulsion: Made with CBD and natural extracts this emulsion generates a soothing heat sensation to activate microcirculation and is ideal for athletes during warm-up.

(3) Calming Emulsion: Produced from CBD, natural extracts, glutamine and other amino acids this hydrating skin cream provides lasting relief and recovery to muscles post workout.

57

Munzhi Naturals: Designed to complement an intrinsic wellbeing, Munzhi has been inspired by the forest to find provide balance for the body and mind.

(1) Wellness Roll On: Combination of natural ingredients with CBD to help soothe, calm and restore the body.

(2) Natural Harmony Cream: This CBD-infused cream helps restore homeostasis by soothing muscles and supporting relaxation.

(3) Night Relaxation and Massage Oil: Lavender, lemongrass, and CBD allow the body to unwind and rest more deeply.

(4) Perfect Balance Roll On: This CBD roll on helps to stabilize energy levels to improve feelings of calm and wellbeing.

(5) Pureness Moisturizing and Mattifying Gel: Moisturizes, tones, and mattifies skin daily with the benefits of green tea and CBD.

(6) Pureness Facial Serum: Formulated with CBD and other natural hydrators to keep skin smooth and glowing.

(7) Soft Spring Shower Gel: Gently cleanses skin and leaves it hydrated with CBD, aloe vera, and camu-camu.

(8) Natural Growth Hair Lotion: Prevents hair loss and hydrates from the scalp all the way down to the ends of your hair, thanks to CBD and other natural ingredients known to stimulate hair strength and growth.

(9) CBD Shampoo and Conditioner: Infused with CBD, coconut oil, and rosemary, these products help to nourish scalp, protect from damage, and add deep moisture and shine.

(10) Soft Cloud Body Ointment: CBD and natural ingredients complement your wellness routine by smoothing, calming, and relaxing your body.

(11) Soft Breeze Moisturizing Body Lotion: Calm, soften, and refresh your skin with this rapidly absorbing, hydrating CBD-infused formula.

95% of Flora Lab’s suppliers are local suppliers, which offer national and foreign origin raw materials and have 80% immediate availability (maximum time of  eight days). The other 20% of raw materials are managed with a delivery time between 30-90 days depending on the material. Flora Lab utilizes high quality materials that are certified internationally by ECOCERT and Cosmos, among others.

Flora Lab is also a strategic partner for the companies within the Flora group. Flora Lab manufactures all the products in the Flora Beauty brand portfolio as well as the entire Almost Virgin brand portfolio from Kasa. See “Business—Food and Beverage Products.” In the fourth quarter of 2021, Flora Lab will begin the manufacturing process for all of Cronomed’s beauty products.  Upon Cosechemos obtaining regulatory approval to commercially cultivate cannabis, Flora Lab will utilize CBD oil from its cultivation in Cosechemos to manufacture CBD infused products, which will lead to increased margins and a vertically integrated supply chain for many of Flora Lab’s products.

Pharmaceutical Products

The Flora Lab brand, Cronomed, employs a business-to-business (“B2B”) model, selling its products to wholesalers, pharmacies and retailers. Cronomed is focused on the commercialization and distribution of pharmaceutical and over-the-counter products, including dietary supplements, phytotherapeutic and nutraceutical products, supplements and related products to large channel distributors, including pharmacies, medical clinics, and cosmetic companies.

Currently, the Cronomed brand consists of 56 different products. Flora Lab through the Cronomed brand is developing 13 additional products focused on the over-the-counter medicinal market. These new products include five antibiotics (Amoxaciline-Dicloxaciline-Clindamicine-Cefalexine-Clotrimazol), three gastrointestinal (Simeticone-Aginato-Esomeprazol), one analgesic (Meloxicam), one antiparasitic (Nitazoxanide), one antihistamine (Desolaratadine), one mucolytic (Acetylcysteine) and one erectile dysfunction (Tadalafil).

Cronomed uses third-party white-label producers (including international suppliers Athena from France and Nyells from the United States, and domestic suppliers such as Coaspharma, Colompack, Syntofarma, Vital Hands, Nutripharma, among others) to manufacture its products under its various brands and has strong relationships with such producers and suppliers of raw materials.  Currently, Cronomed uses 16 different producers to produce its 56 products in Colombia. In addition, Cronomed acquires the majority of its raw materials in Colombia.  All the active pharmaceutical ingredients (API) are supplied by international companies from various countries including the United States, China and Germany.

Loungewear and Textiles

Through our wholly-owned subsidiary, Hemp Textiles, we have develop, manufacture and sell hemp-based products on a hybrid B2B and B2C model. Hemp Textiles products are currently manufactured in Colombia using hemp from Turkey and China with that expectation that it will utilize local fibers, when available.  Hemp Textiles will use hemp from the Cosechemos Farm for its future products. In June 2020, Hemp Textiles launched its inaugural loungewear brand, Stardog Loungewear (“Stardog”), and a new business line consisting of the commercialization of hemp textiles launched in the first quarter of 2021.

Under the Stardog brand, Hemp Textiles launched its inaugural set of products, including copper infused hemp facemasks, jogger pants, house shoes, crew neck sweaters, hoodies, t-shirts, henley shirts, robes and shorts. Such products are sold directly to consumers via the website www.stardogloungewear.com, with a select product set to become available on Macys.com in the fourth quarter of 2021. Although most of the Stardog Loungewear sales are expected to take place in the United States, Hemp Textiles is able to distribute its products worldwide and currently operates two retail stores located in Colombia. Hemp Textiles incorporates a pre-order business model in which it only produces what it has sold previously to limit inventory and associated costs.  Hemp Textile’s main marketing efforts are focused on digital strategies working with social media influencers, digital advertising, public relation firms, paid media and email marketing.  Facebook, Twitter, Instagram and targeted advertisements will be the main source of traffic to the Stardog Loungewear website.

58

According to the U.S. Department of Agriculture’s February 2020 Economic Viability of Industrial Hemp in the United States: A Review of State Pilot Programs, hemp fabrics are mostly found in China due to the lack of stringent cannabis restrictions. In addition, prices have remained stable among the biggest suppliers.  Hemp can grow every 4 months even with a shortage of water, so it can adapt to a variety of conditions. Gradually, the Hemp Textiles business will be vertically integrated, as Cosechemos is testing and developing a variety of hemp cultivars that fully adapt to the environmental conditions at the Cosechemos Farm. Producing our own fabrics in-house would increase operational margins significantly, as it is our biggest cost center.

We are also focused on the production of a line of textiles servicing the hospitality, medical and clothing industries on a B2B basis.  Hemp Textiles SAS has agreed to wholesale distribution in Colombia and the United States for Hemp with Fortex Industries Ltd., a fully vertically integrated global hemp textile producer.  Sectors that we expect to supply these textiles include: hospitality, medical, military and apparel sectors, among others with an interest in the anti-bacterial and highly resistant properties of hemp.

Food and Beverage Products

Our 90% owned subsidiary, Kasa Wholefoods (“Kasa”), designs, produces, and supplies natural, no additive-added, no sugar-added juices, chocolates and confectionary related products to large channel distributors, including wholesale distributors, pharmacies, supermarkets and online distributors. Kasa is also the innovation driver for product development in the food division including products currently being sold to Tropi as of July 2021. Throughout 2020, Kasa has focused its research and development efforts on a water soluble cannabinoid solution to infuse cannabinoids into its products.

Kasa wholly owns the Mambe brand of products, which includes juices, exotic fruits coated with chocolate, chocolate bars (with non-GMO and Kosher certifications) as well as dried fruits and pulp from Amazonian fruits. Mambe products are made using organic and sustainable methods.

Kasa’s juice co-packer operations are in Rionegro, Antioquia, Colombia, where Kasa produces its inventory for its business, from fruits and pulps to the RTD 250ml Juices. Kasa’s chocolate and botanicals co-packers are based in Bogotá, Colombia, strategically in the center of the country to attend domestic and international distribution.

Kasa’s main chocolate co-packer is Casa Luker S.A, with over 110 years in the chocolate business, and Kasa’s juice co-packer is Hotfill S.A.S, who runs one of the biggest production (RTD) facilities in the region. Kasa’s two main clients in Colombia are Jeronimo Martins, with stores and discount supermarkets, and BBI Colombia S.A.S, with TOSTAO coffeeshops. Kasa currently has over 1,000 points of sale in Colombia, not including Tropi. The location of its facilities offers Kasa the opportunity to distribute high quality, healthy beverages to the entire country and both ports in the Caribbean and Pacific.

Raw materials comprise mainly glass, fruits and aluminum. The aluminum for lids and glass for the 250ml bottles comes directly from Peldar O-I (Owen Illinois) producing glass in Colombia and importing lids from Mexico.  Harvest seasons drops prices of fruit significantly, but Kasa’s current negotiations have a fixed price for the whole year supply.

In July 2021, Kasa Wholefoods Company S.A.S. (“Kasa”) signed an initial one-year sales agreement with Importaciones y Asesorias Tropi S.A.S. (“Tropi”). Flora expects this agreement has the potential to generate up to US$10 million based on today’s exchange and market rates to deliver premium and sustainable canned products, including products that target the health benefits of hemp seed oil.

Kasa intends on leveraging this initial sales agreement with Colombia’s largest CPG distributor to generate additional sales of its entire product portfolio. On August 10, 2021, Kasa fulfilled its first order of Tropi valued at US$1.1M. Tropi has a presence in more than 900 of the 1,122 municipalities across the nation, with more than 40,000 clients and retail distribution points, spanning 130,000 points of distribution across 38 cities in Colombia.

In addition, Kasa has developed a unique blend of organic botanical sexual wellness products designed to promote sexual arousal and help people enjoy the most of their sexual experience under the Almost Virgin brand for the Colombian and North American markets.  These product lines are developed and ready for international distribution.

To market its products, Kasa is focusing on digital strategies, such as working with influencers, digital advertising, public relations, social media, paid search and email marketing to widen reach of its products and brands through wholesale, retail and e-commerce.

59

Potential Acquisitions and Strategic Partnerships

Please refer to “Summary—Recent Developments” for a summary of potential acquisitions and strategic partnerships that Flora is currently pursuing.

The Global Cannabis Industry

Expanding Cannabis Market

The global cannabis market is growing at approximately a 28% compounded annual growth rate (CAGR) and projected to reach approximately $120B by 2027 globally.  Flora’s initial focus is on selling products in Colombia, the United States (CBD only), the European Union (“EU”), Australia and Mexico in the short term, with expansion to other Latin American countries and Canada , subject to regulatory conditions and import requirements in such countries. Consumer products, cosmetics and food and beverage products with a shifting focus away from dried flower and onto derivatives (extractions, oils, isolates and finished products) presents the biggest opportunity in the cannabis market globally. Flora believes that the cannabis market presents a natural and underutilized opportunity to diversify revenue streams across business and consumer segments including wholesale, wellness, beauty, apparel, technology, and food and beverages.

The rapid growth of the global cannabis market is attributed by many to be the result of the positive legislative developments around the globe and increasing recognition for its use in medicinal and wellness application.

Colombia

Cosechemos was strategically selected as Flora’s flagship cultivation site due to the exceptional growing conditions that are expected to yield low-cost, premium-quality cannabis.  The Colombian market offers a cultivation environment that we believe yields exceptional growing conditions including natural spring water, 12.5 hours of natural daylight, consistent weather and humidity ideal for cannabis. . Colombia is also one of the world’s top cut flower producing regions. The skills of its many experienced horticultural workers are quickly transferable from flowers to cannabis. Additionally, the cost of agricultural labor in Colombia is less than a quarter of U.S. labor even with fair labor standards now in place throughout the industry to ensure safe and respectful working environments and fair wages.

Serving Colombian local markets and certain countries in Latin America that have legalized medicinal cannabis and allow for the importation of CBD-based products, addresses the medicinal cannabis needs of prospective Colombian patients with conditions potentially suitable for treatment with medical cannabis.

Beyond Colombia-based cultivation yields and exceptional growing economics, the broader Colombian investment environment is equally favorable to Flora.  Colombia is the third largest economy and population (45.5 million) in Latin America; over the last 10 years, the Colombian economy grew more than the average growth for Latin America and the Caribbean.

In addition to serving as an attractive business environment, Colombia is a reliable partner.  Colombia is considered the closest political and commercial ally of the United States in Latin America.  Moreover, Colombia has one of the most productive and highest-skilled manual labor forces available in South America.  Colombia is also a member of the OECD, a sign of what we believe to be economic stability, transparency and government discipline.

Colombia has more than 18 trade agreements worldwide, including with the United States, Canada, and the European Union, and is a founding member of the Pacific Alliance Regional trade block.  This gives Colombian-based companies preferential access to more than 65 countries.  In addition, Colombia’s geographic access to global markets and well-developed infrastructure result in reduced costs and delivery times according to United Nations, JP Morgan, World Bank. Signed on November 21, 2008, the Canada-Colombia Free Trade Agreement (FTA) was the third FTA signed by Canada in 2008 and was Canada’s sixth FTA with a country in the Americas.

Rest of the World

While Colombia represents the largest near-term opportunities with respect to the CBD market, many other countries around the world are also legalizing medicinal cannabis at a rapid pace.  Australia, Argentina, Brazil, Chile, New Zealand and South Africa are among countries that have legalized medical cannabis for certain accepted uses.

60

Medicinal Cannabis Market

Flora Growth currently serves the domestic Colombian market and certain countries in Latin America that have legalized medicinal cannabis and allow for the importation of CBD-based products. The CBD dominant cannabis products will mainly be focused on addressing the medicinal cannabis needs of prospective Colombian patients with conditions potentially suitable for treatment with medical cannabis. Such conditions include anxiety, insomnia, anorexia, chronic pain, epilepsy, chemotherapy-induced nausea and vomiting, post-traumatic stress disorder (PTSD), Parkinson’s disease, Tourette syndrome, irritable bowel syndrome (IBS) and spasticity associated with multiple sclerosis (MS) and spinal cord injury (SCI)1.

Prohibition Partners estimates a need for medical cannabis production in Colombia to treat pain and pain symptoms of 4.5 million patients domestically in addition to noting that 60 million patients in Latin America suffer from conditions such as cancer, multiple sclerosis and epilepsy. In Colombia alone, it is estimated that more than 2.2 million people suffer with chronic pain, some 475,000 suffer post-traumatic stress disorder and another 520,000 have insomnia.

The market for medicinal cannabis in Colombia is evolving with limited  supply and few authorized producers of THC dominant cannabis. There are comparatively more producers of CBD dominant cannabis as production of CBD cannabis is not subject to the quota system in Colombia. Although competition in the market is growing, management believes that we are competitively positioned to capitalize on its early mover status and satisfy a significant portion of the market’s demand for medicinal cannabis.

The global cannabis industry is experiencing significant change as governments embrace regulatory reform, liberalizing the production and consumption of cannabis. It is possible that foreign corporations may enter the Colombian market as a result of Colombia’s regulatory regime, creating the prospect of Colombia becoming a hub for future industry development. In addition, we may face new competition with other licensed cannabis producers offering similar products to our products.

The possibility that Colombia may legalize non-medicinal THC cannabis use following the example of countries such as Uruguay and Canada, which have both recently legalized adult-use recreational cannabis nationally, could be a  key factor for the Company’s future growth prospects. Flora will continue to proactively monitor Colombia’s legal cannabis environment and plan accordingly for any potential changes to the country’s legal cannabis framework.

Skincare and Beauty Market and the Cosmetics Sector

Part of Flora’s objectives are to conquer the CBD beauty and wellness markets in the Colombia, North America and Europe, provide visibility to the quality of the products that are grown and developed in Colombia, and create skincare and beauty products that promote well-being and are part of the beauty routine of the more conscious women. By leveraging expertise from industry and business leaders and preserve the traditions of Colombian culture to ensure we develop skincare and beauty products that match the needs of today’s consumers.

The focus is on selling the Flora Beauty skincare products in the United States and Colombia in the short term, with expansion to other Latin American countries, Canada and Europe, subject to regulatory conditions in such countries.  Presently, each of the United States and Canada allows for the commercial production and distribution of skincare products containing CBD.  Flora Beauty’s products are already being sold in Colombia at S.A.C. I. Falabella (“Falabella”) and online at www.mindskincare.com and www.lifeinô.com.  Falabella has retail stores in large South American countries such as Mexico, Chile, Peru, Argentina and Colombia and is considered the largest and most valuable retail company in Latin America.

According to Prohibition Partners, a leading market intelligence firm on the global cannabis industry, the beauty industry worldwide generated $524 billion in revenue in 2019 and is projected to grow to over $800 billion by 2023, making it one of the fastest growing segments in retail. At the center of it is the United States, which represents $20 billion in sales and leads the world in trends and brand adoption.  The global CBD skincare market was valued at $710 million in 2018 with projected sales of $959 million by 2024. The sector is likely to continue to gain credibility with more launches from major players in the coming years, and, as a result, CBD skincare could account for around 10% of global skincare sales by 2024.

The cosmetics sector is a growing market in Colombia and in the world. The director of the Chamber of the Pharmaceutical and Toiletries Industry of the National Association of Business of Colombia (ANDI) reported that in 2019 the cosmetics industry represented sales of more than $3.57 billion in Colombia. Flora Lab anticipates competing with other manufacturers of dermo-cosmetic products in Colombia as it moves forward with the execution of its international business plan.

61

Pharmaceutical Market and Health Sector

According to the data reported to the Drug Price Information System, pharmaceutical sales have shown sustained growth in recent years, although in 2019 it grew at the lowest rate since 2015.  In turn, the units sold rose from 1.06 billion in 2018 to 1.08 billion in 2019, showing a 2% increase.  In 2020, drug makers raised prices on more than 860 drugs by around 5%, on average, according to 3 Axis. Drug price increases have slowed substantially since 2015, both in terms of the size of the hikes and the number of drugs affected. Drug increases come at a time where increased pharmaceutical engineering has moved to fight COVID-19, with many companies exploring CBD as a drug to combat COVID-19.

The health sector in Colombia offers various business opportunities in vaccine and biotechnological drug production centers, as well as in the medical cannabis market.  Within Flora Lab’s Cronomed product division’s research and development teams are exploring how Cronomed’s product line can incorporate CBD-oil to improve the effectiveness of its products and develop new products using CBD as an active ingredient. We believe that Colombia has become a benchmark in this industry as, to our knowledge, one of the first countries to structure a regulatory framework for the safe and informed access to the medical and scientific use of the plant and its derivatives. Furthermore, the chemical sector in Colombia has adopted several international regulations, such as the Good Laboratory Practices (GLP) and the Globally Harmonized System (GHS).  In addition, Colombia has implemented its own control system for substances that could be used for illegal purposes, and it is currently implementing environmental protection systems such as the Pollutant Release and Transfer Registry (PRTR).

Despite Colombia’s struggle with counterfeit medicines and restrictive pharmaceutical pricing environment, the country’s large and burgeoning population and recent legislative commitments to improving healthcare access will continue to offer growth opportunities to drug-makers.  Flora anticipates competing with other manufacturers and distributers of over-the-counter pharmaceutical products in Colombia, the United States and Canada as it moves forward with the execution of its international business plan. Flora Lab’s operations and ability to compete internationally have benefited from joining due to vertical integration synergies and access to our management team, board of directors and advisors as well as capital to grow its business.

Loungewear and Textiles Market

According to Global Newswire, the global sleepwear and loungewear market are poised to grow by $19.5 billion during 2020-2024, progressing at a CAGR of 9%.  Moreover, according to Bloomberg, the loungewear market is expected to reach $47.8 billion by 2025, making it a very interesting market to focus on.  While apparel sells were down in 2020 by 52%, loungewear sales grew by 22.5%, representing a compound gap of 77.5% according to Forbes. This contrast has made many players turn their eyes to the loungewear subcategories, such as activewear, sleepwear and home comfort wear. Some companies in the sector, such as Alo Yoga, had 40 million in sales on cyber Monday alone. Lululemon is expected to hit a $50 billion market cap this year and was listed by the Financial Times as one of the companies that has had the biggest growth during the COVID-19 pandemic.

While this indicates a strong interest for loungewear products by consumers, it also indicates the level of competition that there already is. The clothing and loungewear in Colombia and the United States is highly competitive with a few companies sharing a large share of the market, however, we believe that there is a need in the marketplace for hemp-based products specifically.

In addition, our loungewear and textiles business have a degree of seasonality due to the fact that the fabrics are warm and are designed to be loungewear.  To mitigate any seasonal risk, Hemp Textiles is designing a summer collection to be suitable for warmer seasons.  Nonetheless, in the retail sector, the e-commerce second semester is typically stronger than the first semester, in part, due to increased consumer buying during the holiday season.

Food and Beverages Market

Kasa’s principal market over the last three years for its Mambe juices has been in Colombia, primarily in supermarkets, discount retailers, coffee shops, restaurants and airports in Bogotá, Colombia, including well-known Colombian retailers Tostao, Jumbo, Ara, Xue and Sipote Burrito. Kasa’s products are not subject to strong seasonality concerns in Colombia.

Kasa intends to expand its operation and business over the entire Colombia domestic territory over the next three years and export its portfolio of products to the United States and Canada. The Almost Virgin brand and Mambe chocolates and juices became available, without any cannabinoids, in the United States and Canada during the first quarter of 2021.  Kasa intends to distribute its juices, chocolates and botanicals with CBD, CBN and CBG in the North American market in 2021, subject to approval from the U.S Federal Food and Drug Administration. Moreover, Kasa has already exported initial stock to Montreal and Miami to distribute with its e-commerce platform the Almost Virgin Sexual wellness product lines.

In addition, Kasa is aiming to penetrate the Canadian market with its chocolates, initially targeting Toronto, Ottawa and Montreal, with its first buyer being Expod Services de Exportation (based in Montreal). According to Statista, Canada’s revenue in the confectionery segment amounts to $9.44 million in 2020. The market is expected to grow annually by 1.8% (CAGR 2020-2025).  In global comparison, most revenue is generated in the United States ($176.01 million in 2020).  The average per capita consumption stands at 24.9 kg in 2020.

62

With respect to the juice market, Kasa aims to penetrate the Canadian market and later into the United States in 2021.  According to Statista, global soft drink revenue amounted to a volume of $667.38 million in 2020. In global comparison, most revenue is generated in the United States ($280.51 million in 2020).

Kasa’s erotic botanicals also have very interesting market opportunities in Canada and in the United States. According to Statista, revenue in the beauty and personal care market amounts to $77.99 million in 2020. The market is expected to grow annually by 4.3% (CAGR 2020-2025). The personal care market experienced a market volume of $36.67 million in 2020. In global comparison, most revenue is generated in the United States ($77.99 million in 2020).

Our Competitive Strengths

The market for medicinal cannabis in Colombia is characterized by a structural shortage of supply, with few authorized producers of tetrahydrocannabinol, or THC, dominant cannabis. There are comparatively more producers of CBD dominant cannabis as production of Cannabidiol, or CBD, cannabis is not subject to the quota system in Colombia, which is a system established by the Colombian government to limit the production volume of cannabis plants and derivatives. Although competition in the Colombian market is growing, Flora believes that it is competitively positioned to capitalize as an early mover and to satisfy a significant portion of the market’s demand for medicinal cannabis. Flora also sees a lack of Colombian extractors striving for EU GMP certification to allow for global distribution of finished isolates and distillates.

Due to the competitive and dynamic nature of the emerging cannabis products market and rapid changes in the regulatory environment, Flora does recognize the need to remain flexible, so it can react to opportunities and risks as they develop. Management will continue to re-evaluate and re-prioritize strategies to respond to these developments. We are actively fostering a culture of continued agility and exploration since the ability to pivot depending on market dynamics will deliver competitive advantage.

Flora’s experienced management team provides a competitive advantage in the emerging cannabis industry.

Management expects that its experience and fundamental understanding of Colombia’s regulatory framework, the agricultural and scientific processes necessary to develop high quality and consistent medicinal cannabis products provides the Company with a competitive advantage in the emerging cannabis industry.

The Colombian cultivation advantage for the operation of our business.

Outdoor cannabis cultivation in Colombia with environmental conditions that allow us to have 5 crop cycles (harvests) per year, compared to 1-2 in other outdoor growing countries.  This allows Flora to grow cannabis with a larger output per square foot. Further, according to Bloomberg, the strength of the US dollar is projected to provide us with a cost advantage over our competitors, due to each dollar going further in Colombia as compared to other countries (1 USD = 3,800 Colombian pesos). In addition, according to Digital Logistics Capacity Assessments, Colombia has a workforce highly-skilled in agriculture at only 1/10^th of the cost compared to the United States.

63

The competitive advantages that Flora holds in Colombia and the International markets that have contributed early success are:

Colombia

• Acquisitions in Colombia of Kasa, Cronomed and Flora Lab which businesses have some years of operating history, sales and brand recognition;

• Partnerships with Laura Londono and Paulina Vega, well known celebrities in Colombia and Latin America;

• Integration of vertically owned inputs and using CBD in Flora products as opposed to purchasing which gives  access to high quality lower-priced CBD;

• Synergies associated with producing integrated  products out of our recently acquired Quipropharma laboratory; and

• Strong distribution relationships in Colombia for the product categories Flora offers.

United States

• Emerging business producing products in Colombia at a low cost and exporting to US;

• Strength of the dollar compared to Colombian peso;

• Expanding product portfolio that allows for revenue diversification;

• Paulina Vega, former Ms. Universe, has a strong profile with US Hispanic consumers;

• Vertical integration that ensures quality of raw materials and cost efficiencies;

• Sustainability focus that includes natural ingredients, ecological packaging and organic practices;

• Our ability to utilize skilled labor in Colombia for efficient costs and production; and

• Positive regulatory environment that supports exports into the United States.

Production of natural cannabis and derivative products to capitalize on rapidly growing consumer segments.

Natural and sustainable products across food and beverage, cosmetics, and medicinal markets are projected to grow rapidly as consumers prioritize healthy and sustainable products that are good for themselves, their family, and their environment.

Integrated structure of synergy within growing operations.

The acquisition of Breeze and subsequent formation of the Flora Lab division provides turn key solutions for skincare professionals and innovated by modifying a business model that already existed but has not been adapted to the needs of consumers. Flora Lab adopted efficient manufacturing practices and logistics to meet the doctor’s expectation in terms of image, product functionality, profitability, minimum quantities to manufacture and delivery times. 80% of clients are new companies that cannot find an option in the market to manufacture high quality cosmetic and dermo cosmetic products. Flora Lab supports the product design process through specialized technical assistance.Flora Lab’s commercial success has been founded in the synergy between its technical and commercial teams. Technical experts and chemists oversee the client development portfolio. This approach allows prospective clients access to product experts that help solve for specific needs. The team provides firsthand knowledge and support. This approach has been extremely successful, and the company has been able to build over a 300+ client portfolio.

Growth Strategies

Flora’s goal is to become a market leader in the in the cultivation and processing of natural, medicinal-grade cannabis  and high quality cannabis derived medical and wellbeing products for large channel distributors, including pharmacies, medical clinics, and cosmetic companies, by expanding our production capacity, creating sustainable and natural products, expanding our geographic footprint, continuing to explore strategic partnerships and pursuing accretive acquisitions to supplement our organic growth.  These key growth strategies are set forth below.

Expanding production capacity.

In the near term, our primary strategy is to expand our production capacity and related infrastructure to meet existing demand.

Following the successful cultivation of 100 hectares at the Cosechemos Farm, and subject to demand, Flora may intend to expand operations by cultivating non-psychoactive cannabis at the adjacent farmland or through acquisition of other licensed cannabis producing assets.

Creating Sustainable and Natural Products.

Flora sees sustainable innovation as key to achieving production objectives, and the main driver to our product development approach. All Flora Beauty packaging is designed to be sustainable (for example, utilizing sugar cane tubing) to help reduce the environmental impact and support sustainability goals. The Flora Beauty team are also in the process of achieving Environmental Working Group (“EWG”) certification for the two Flora Beauty lines. EWG is a non-profit, non-partisan organization dedicated to protecting human health and the environment.

64

Through this strategy of sustainable and natural product development and packaging, Flora is committed to manufacturing products that are respectful to the environment and based on the 4Rs of resources management: Recycle, Reduce, Replace and Reuse.  Flora believes that sustainable innovation is key to achieve our goal, and the main driver to our product development approach, which includes creative design, researching new materials, and increasing awareness about the lifecycle of our packaging solutions.

Flora Beauty is committed to the development of products that are natural and sustainable with ingredients all based in nature and investing in high-quality packaging with renewable, biodegradable, and recycled materials, that minimize carbon footprint.

Regulatory Environment

Flora’s Colombian operations require receipt of all governmental approvals, licenses and permits.  A summary of such governmental approvals, licenses and permits are set forth below.  Also see “Business—Our Intellectual Property Portfolio.”

Cosechemos Operations and Cultivation Licenses

Import and Export Licenses

Cosechemos will be required to comply with the importation laws, rules and regulations of each country in which it looks to export its products to.  Cosechemos will need to obtain the ICA (Colombian Institute of Agriculture) Permit, which is expected in the third quarter of 2021 and quota for export of psychoactive cannabis. Other than approval from the ICA to register CBD cultivars with the national cultivar registry, Cosechemos does not need any other licenses or permissions to commercially cultivate and export CBD-based products or derivatives from non-psychoactive cannabis outside of Colombia.

• In July 2020, the Colombian legislative update now allows for the sale and export of raw cannabis materials, namely dried flower, to international markets including THC.

Presently, Argentina, Mexico Chile, Ecuador, Uruguay, and Peru allow for the importation of CBD-based products. Discussions with potential partners and customers are ongoing in these jurisdictions, and Flora will look to export to these countries during the 2022,

Fuente Semillera License

Up until December 31, 2018, under article 2.8.11.11.1 of Decree 631 of 2018, licensed cannabis producers had the right to register before the Colombian Agricultural Institute (“ICA”) the genetics of any cannabis strain found in Colombia without having to declare or specify its origin. This right, known as “Fuente semillera”, works a mechanism to legalize the sources of cannabis genetics already existing in Colombia, by allowing licensees to initiate the formal proceedings before the ICA, required to register such genetics in the Colombian National Plants Registry or “Registro Nacional de Cultivares.”  In this sense, each strain registered as Fuente semillera belongs to each licensee, giving it the right to grow its own strands of cannabis as opposed to having to purchase registered strands from other licensed producers. As of December 31, 2018, Cosechemos registered 12 varieties as its own Fuente semillera.  This registration enables Cosechemos to grow its own strands of cannabis as opposed to having to purchase registered strands from other licensed producers.

Psychoactive Cannabis Cultivation License

On August 22, 2019, Cosechemos applied to the Ministry of Justice for a psychoactive cannabis license (the “Psychoactive Cannabis License”), which authorizes the cultivation of psychoactive cannabis plants for (i) seeds and cuttings production; (ii) grain production; (iii) the manufacture of derivatives; and (iv) scientific research purposes. Besides cultivation, licensees also have an authorization to store, commercialize, distribute and transport psychoactive cannabis plants, as well as dried cannabis flower.  Cosechemos obtained this license on March 1, 2021.

Cannabis Manufacturing License

On August 14, 2019, Cosechemos applied to the Ministry of Health and Social Protection (the “Ministry of Health”) for its cannabis manufacturing license. Cosechemos has received the cannabis manufacturing license as of November 9, 2020.

65

ICA Permit

Currently, Cosechemos has 12 varieties of medicinal cannabis registered with the ICA and has the registration as a producer of selected seeds granted by the ICA. Upon receiving the ICA Permit (eight currently approved), Cosechemos will commence with commercial cultivation

Commercial planting has commenced and completed the planting of 5 hectares of non-psychoactive cannabis at the Cosechemos Farm (the “Stage 1 Grow”).  Following the successful completion of the Stage 1 Grow in the second quarter of 2021, Cosechemos has expanded operations by propagating material for an additional 50 acres of non-psychoactive cannabis.

Non-Psychoactive Cannabis License

Cosechemos applied for a non-psychoactive cannabis license (the “Non-Psychoactive Cannabis License”) on September 6, 2019 and the Ministry of Justice granted it on May 15, 2019, through Resolution N° 484. The Non-Psychoactive Cultivation License grants Cosechemos the right to cultivate non-psychoactive cannabis plants for: (a) grain and seeds production; (b) manufacturing of derivatives; and (c) industrial production. The Cannabis Non-Psychoactive Cultivation License does not require a quota. The license is valid up to 5 years and can be renewed for additional 5-year terms. The Colombian government maintains the right to monitor the activities performed by the corresponding licensee.

Because the Non-Psychoactive Cannabis License allows Flora to produce and distribute CBD dominant cannabis oils and derivative products, this provides a strong base for our operations as the recently established medicinal cannabis market in Colombia develops and matures, and opportunities in Colombia’s low THC non-psychoactive cannabis over-the-counter markets arise. In Colombia, there are approximately 500 companies with a Non-Psychoactive Cannabis Cultivation License. 

It is important to note that, in compliance with its international obligations, Colombia establishes an annual limit for the production volume of cannabis plants and derivatives, which is monitored by the International Narcotics Control Board. Based on this limit, the Colombian government established a quota system, in order to control the amount of psychoactive cannabis production per license. This means that for the Psychoactive Cannabis License, licensees must first apply for a specific crop or manufacturing quota, before beginning production. Such restriction is not applicable to non-psychoactive cannabis production, and therefore not applicable to the Non-Psychoactive Cannabis License. The current operations of Cosechemos do not require a Cannabis Seeds Possession License, Psychoactive Cannabis License or a Cannabis Derivatives Manufacturing License.

Compliance and Registrations for our Skincare and Beauty Products

Flora Beauty manufactures products under strict international standards.  Pursuant to Colombian law, Flora Beauty is permitted to manufacture, sell and export beauty and cosmetics products made from CBD and other natural ingredients.  In addition, all of Flora Beauty’s products are compliant with FDA regulations and manufactured in an FDA registered lab.

All of Flora Beauty’s Mind Naturals products are registered with INVIMA, Colombia’s food and drug regulatory agency. Currently, Flora Beauty has four licenses from INVIMA for its products. We have also obtained all the approvals for the O brand products from INVIMA. Moreover, we are in the process of achieving certification for the two Flora Beauty lines from the EWG.

Operating License and Registrations for Dermo-Cosmetic Products

In 2012, Flora Lab focused its efforts on the construction of its production facility and received an operating license from INVIMA in November 2012. This operating license allowed Flora Lab to start the production of cosmetic products in November 2012. Such license is still valid to date.  In 2013, the manufacturing and commercialization of its own brand products and third-party products began. Additionally, each product requires an individual registration called NSO (obligatory sanitary notification). Flora Lab currently has 22 NSO and 55 NSO from third parties for which it provides bottling and packaging services.

Flora Lab is currently negotiating the acquisition of a GMP-C certified laboratory to increase its production capacity and to be able to service international markets in the future.

66

In addition, Flora Lab intends to develop a new area at its current laboratory, or a new laboratory, if purchased, for drug compounding to obtain a BPE cannabis certification. This certification stands for sterile compounded drugs and non-sterile compounded drugs (topical, oral, among others). Flora Lab would be one of the first companies in Colombia with a BPE cannabis certification to prepare cannabis compounded drugs. This BPE cannabis certification would allow Flora Lab to develop and commercialize cannabis medicines in different pharmaceutical forms, such as drops, ointments, capsules, and suppositories. These products are already in development and will begin distribution as soon as the BPE cannabis certification is attained. Flora Lab intends to apply for the BPE cannabis certification second quarter of 2021.

Licenses for our Pharmaceutical Products

Cronomed’s portfolio of products includes thirty one registered brands that position the company and its brands with the Colombian consumer.   From August 2005 to December 2020, Cronomed has applied to the INVIMA for licenses for distribution and commercialization of Cronomed’s products. Currently, Cronomed has obtained 41 licenses for its 56 products.

Taking into account the regulatory entity’s current regulations, pharmaceutical companies may have one license for several associated brands; for instance, a food license may be associated with several brands and products. As a result, for example, the Cronosure brand has one license for two products (Cronosure Polvo Vainilla and Cronosure Polvo Fresa).

Sanitary Registers for our Food and Beverages Products

Kasa holds four sanitary registers of INVIMA for the production and export of its juices and botanicals, permitting eighteen recipes of juices and three natural erotic oils for distribution.

Property, Plants and Equipment

Cultivation Operations

Current cultivation operations are in Colombia at: (i) the Cosechemos Farm, a 361-hectareproperty.

Cosechemos Farm

The Cosechemos Farm is in Giron, Santander, Colombia. Giron has a tropical rainforest climate throughout the year with virtually no variation and consistently receives 12 hours of daylight, year-round, with very little variability, which is important for cannabis cultivation. In addition, rainfall is abundant in Giron, which is ideal for controlling humidity and moisture levels within open-air greenhouses. Giron’s location and infrastructure are further well-suited to supply international markets as it is 10 kilometers from Palonegro International Airport.

The Cosechemos Farm hosts Cosechemo’s Nursery and Propagation Center, storage warehouse, technical and administrative offices, employee quarters, fertilization booth, a water reservoir and the Research Technology and Processing Center.

Cosechemos leases the Cosechemos Farm pursuant to a lease agreement (the “Cosechemos Lease”), dated May 2, 2018, as amended, with C.I. Gramaluz S.C.A.  The term of the Cosechemos Lease is six years and automatically renews for successive six-year terms. Effective March 1, 2020, Cosechemos pays approximately $5,800 (COP20,000,000) a month to lease the Cosechemos Farm.  Pursuant to the Cosechemos Lease, Cosechemos has a right to purchase the Cosechemos Farm at a price to be determined by an arm’s length third party appraiser from the real estate association of Bogotá, Colombia.

Cosechemos Farm includes: (i) area for breeding; (ii) warehouse for hosing of equipment; (iii) a technical and administrative office; (iv) housing for the technical team; (v) a fertilization center; (vi) a deep well; (vii) a water reservoir; and (viii) a research and processing center. 

Flora constructed a helicopter pad that allows individuals or supplies to be moved to and from Cosechemos Farm. It takes approximately five minutes to fly by helicopter between Cosechemos Farm and Palonegro International Airport (IATA: BGA, ICAO: SKBG) located 7 kilometres (4.3 mi) west of Bucaramanga.

Research Technology and Processing Center

Flora has initiated the design and construction, during the first quarter of 2021, of a Research Technology and Processing Center, which includes an ethanol biomass extraction filtration and recovery system, in an area of approximately 12,500 square feet. The Research Technology and Processing Center will have facilities to: (i) dry flowers naturally and use drying machines; (ii) a grinding or milling area; (iii) extraction areas; and (iv) a phytocannabinoid quality control laboratory, a soil laboratory, a phytopathology laboratory and a beneficial microorganism multiplication laboratory. Once completed, and to export to certain medical cannabis markets (European Union, Israel) it must be certified to ensure it meets EU-GMP standards. Upon completion (November 2021) of the construction of the Cosechemos Research Technology and Processing Center, cannabis will be produced in accordance with Good Agriculture and Collection Practice (GACP) Standards with EU-GMP expected in 2022.

67

The 12,500 square foot Research Technology and Processing Center is designed to be able to process Cosechemos’ cultivation of 50 ha. The center is being designed to be able to scale up to process Cosechemos’ cultivation of up to 100ha.  To process 100 ha. of cultivation, the center must be expanded to be approximately 47,900 square feet. Flora intends to increase the size of our facility “module by module” over time as the size of the market for our products increases.

Breeding – Flora has built a two hectare area for the implementation of the genetic improvement program and the obtaining of propagation material (seed, cuttings, in vitro plants), including a greenhouse of 1,520 square meters, open field area (area of crosses and evaluation of genetic material), reproduction laboratories and tissue culture, which is estimated to be completed in the fourth quarter of 2021.

Propagation Center – Flora has completed a 1,512 square meter greenhouse which has the capacity to produce 23,000 root cuttings weekly. Flora intends to build another 1,512 square meters of greenhouses early to mid-2022 capable of supplying 23,000 rooted cuttings per week from 3,000 mother-plants. The estimated number required to support a planned 100-hectare cultivation and harvesting operation at the Cosechemos Farm is 46,000 plants per week (23,000 in each greenhouse).

The primary function of the propagation center is to develop and propagate a steady stream of genetically identically cuttings (clones) that will supply our cultivation lots, where they will grow into flowering plants that eventually yield the harvested cannabis flower that is sent for processing into standardized, medicinal-grade oil extracts at our planned state-of-the-art oil processing center.

Warehouse – Flora constructed a 150 square meter warehouse for the housing and storage of all equipment required at the Cosechemos Farm during the third quarter of 2021.

Technical and administrative office – Flora intends to construct a 1,600 square meter office for our technical and administrative team during the first half of 2022.

Housing for Technical Team – Flora has constructed a 100 square meter residential quarters to host its technical team during the second quarter of 2021.  Four members of the technical team will reside at the Cosechemos Farm to ensure that its crops have constant surveillance.

Fertilization Center – Flora has constructed three fertilization centers, each approximately 100 square meters which contain all of the fertilization infrastructure and equipment needed for the Cosechemos Farm, including pumping system, filters and automation tanks.

Each station will be built for 25 hectares of cultivation, starting the first one in the second half of 2021, the second in the first half of 2022 and the third in the fourth quarter of 2022.

Deep well – Flora built a 100 meter deep well during the second quarter of 2021, as an additional source of water to be stored in the water reservoir (see below).

Water Reservoir – Flora intends to construct a 1-hectare water reservoir which shall have a capacity of approximately 30,000 m³ of water.  The water reservoir will be filled with water from the underground water aquifer and the deep well during the fourth quarter of 2021, once we have the deep well running.

Flora Lab Operations

Flora Lab’s operations are centralized in Bogotá, Colombia and houses all of its raw materials and finished products at its 300 square meters warehouse in Bogotá, Colombia.  Flora has an administrative office adjacent to its warehouse.  Other than the warehouse, Flora leases the warehouse and the administrative office from the Inversiones Montearroyo Asociados S.A.S. (“Inversiones”).

Cronomed (Flora Lab) entered into a lease agreement (the “Cronomed Lease”) with Inversiones on April 24, 2019.  Pursuant to the Cronomed Lease, Inversiones has agreed to lease Cronomed an industrial storage facility for a term of five years, beginning on October 1, 2019 and ending October 1, 2024, for a monthly rent of COP$10,500.  The storage facility consists of two parcels, totaling the surface of 700 square meters.  Cronomed is granted an option to purchase in the Cronomed Lease.

Flora Lab Laboratory

Flora Lab Laboratory does the manufacturing and packaging of Flora Beauty’s products for distribution in Colombia and the United States, pursuant to a Residential House Lease Agreement dated January 26, 2021 entered into with Luz Elvira Garzon (the “Flora Lab Lease”).  The term of the Flora Lab lease is one year, subject to renewals as set forth therein, for a monthly rent of COP$1,500,000. Due to the growth of the business, Flora Lab is currently negotiating the acquisition of a GMP-C certified laboratory to increase its production capacity and to be able to service international markets in the future.

Hemp Textiles Store

Hemp Textiles opened its first brick and mortar retail store to sell its Stardog Loungewear products in Bogotá, Colombia in December 2020, pursuant to a Commercial Lease Agreement (the “Hemp Textiles Lease”) with Piedad Franco Crespo.  The term of the Hemp Textiles Lease is two months, subject to renewals as set forth therein, for a monthly rent of COP$6,500,000.  “Parque la Colina”, the selected location, is one of the highest traffic and retail sales generator in Colombia, owned by “Parque Arauco”, a continental leader in the malls sector.

68

Our Intellectual Property Portfolio

We rely on a combination of trademark, patent, copyright and trade secret protection laws in Colombia and other jurisdictions to protect our intellectual property and our brands. We have applied for, and we have received approvals from INVIMA, for our beauty and skincare, pharmaceutical, loungewear, and food and beverage products.  See “Regulation of our Industry.” The following tables summarize such approvals and certificates.

FLORA GROWTH CORP.

Brand	Approved By	Certificate Number	Country	Validity Period (with an Option to Renew)
140 MILES	Superintendency of Industry and Commerce	687034 of 2021 on Nice Class 25 (clothing)	Colombia	July 27,2031
STARDOG LOUNGEWEAR and Design	Superintendency of Industry and Commerce	671504 of 2020 on Nice Class 3 (CBD goods)	Colombia	December 16, 2030
FLORA GROWTH and Design	Superintendency of Industry and Commerce	672089 of 2020 on Nice Classes 31, 32, 44 (agricultural goods light beverages medical services)	Colombia	November 27, 2030
COSECHEMOS and Design	Superintendency of Industry and Commerce	670673 of 2020 on Nice Classes (pharmaceutical products, medical services)	Colombia	December 7, 2030

FLORA BEAUTY LLC

BRAND	Approved By	Certificate Number	Country	Validity Period (with an Option to Renew)
MIND NATURALS	Superintendency of Industry and Commerce	Certificate 57796 of 2020 on Nice Class 11 (Cosmetic Products)	Colombia	Valid until September 18, 2030, with an option to renew for an addition 10-year period.
MIND NATURALS and Design	EUTM	Reg. No. 18225777 on Nice Class 3 (cosmetics)	EU	April 14, 2030,
MIND NATURALS and Design	UKIPO	Reg. No. UK00918225777 on Nice Class 3 (cosmetics)	UK	April 14, 2030
MIND NATURALS and Design	Superintendency of Industry and Commerce	667681 of 2020 on Nice Class 3 (bleaching and cleaning preparations, cosmetics)	Colombia	November 6, 2030
Ô	Superintendency of Industry and Commerce	674791 of 2021 on Nice Class 3 (bleacning and cleaning preparations, cosmetics)	Colombia	February 8, 2031
Anti-Aging Moisturizing Cream	INVIMA	NSOC04666-21CO	Colombia	March 2, 2028
Anti-Aging Repair Eye Cream	INVIMA	NSOC04292-21CO	Colombia	February 19, 2028
Control Moisturizer With CBD	INVIMA	NSOC07077-21CO	Colombia	July 7, 2028
Eye Cream	INVIMA	NSOC00666-20CO	Colombia	July 31, 2027
Facial Cleanser Gel With CBD	INVIMA	NSOC01574-20CO	Colombia	July 31, 2027
Facial Cleanser	INVIMA	NSOC05114-21CO	Colombia	March 25, 2028
Facial Toner With CBD	INVIMA	NSOC07014-21CO	Colombia	June 29, 2028
Hydrating Mask	INVIMA	NSOC00613-20CO	Colombia	July 28, 2027
Lip Balm With CBD	INVIMA	NSOC06144-21CO	Colombia	May 13, 2028
Moisturizing Body Cleanser With CBD	INVIMA	NSOC07343-21CO	Colombia	July 15, 2028
Oil Control Facial Cleanser With CBD	INVIMA	NSOC07125-21CO	Colombia	July 7, 2028
Purfying Mist With CBD	INVIMA	NSOC05083-21CO	Colombia	March 24, 2028
Refreshing Mist With CBD	INVIMA	NSOC04206-21CO	Colombia	February 15, 2028
Relaxing Mist With CBD	INVIMA	NSOC05715-21CO	Colombia	April 23, 2028
Rich Moisturizer With CBD	INVIMA	NSOC00648-20CO	Colombia	October 13, 2027

69

BREEZE LABORATORY SAS

	Approved By	Certificate Number	Country		Validity Period (with an Option to Renew)
BREEZE LABORATORY and Design	Superintendency of Industry and Commerce	541494 of 2016 on Nice Classes 3, 5 y 42		Colombia	October 24, 2026
Oil Massage	INVIMA	NSOC52156-13CO		Colombia	February 4, 2023
Agua Limpiadora Micelar	INVIMA	NSOC03754-21CO		Colombia	December 1, 2028
Anti-Age	INVIMA	NSOC87929-18CO		Colombia	September 14, 2025
Bio tonic	INVIMA	NSOC79856-17CO		Colombia	July 11, 2024
Bioexfoliating	INVIMA	NSOC67513-15CO		Colombia	September 3, 2022
Soothing and Refreshing tonic	INVIMA	NSOC38169-10CO		Colombia	August 28, 2028
Liposome Lightening and Antioxidant Cream	INVIMA	NSOC47521-12CO		Colombia	April 12, 2022
Protective And Regenerating Cream	INVIMA	NSOC71701-16CO		Colombia	April 22, 2023
Liposome Lightening Cream	INVIMA	NSOC06456-21CO		Colombia	June 1, 2028
Rehydrating And Nutritive Emulsion	INVIMA	NSOC52972-13CO		Colombia	April 5, 2023
Gel	INVIMA	NSOC86232-18-CO		Colombia	June 22, 2025
Serum	INVIMA	NSOC02984-20CO		Colombia	November 20, 2027
Antibacterial Gel	INVIMA	NSOC99512-20CO		Colombia	March 25, 2027
Hypothermal Gel For Firming And Toning Massage	INVIMA	NSOC52157-13CO		Colombia	February 7, 2023
Thermal Gel For Anti-Cellulite And Reducing Massage	INVIMA	NSOC52154-13CO		Colombia	February 7, 2023
Face Cleaner	INVIMA	NSOC73720-16CO		Colombia	August 19, 2023
Foam Cleaner	INVIMA	NSOC88500-18CO		Colombia	October 10, 2025
Mask	INVIMA	NSOC71907-16CO		Colombia	May 4, 2023
Sun Protector With Screen And Solar Filters Spf 60+	INVIMA	NSOC47416-12CO		Colombia	April 9, 2022
Silicone Dermal Recovery	INVIMA	NSOC79752-17CO		Colombia	July 7, 2024
Shampoo	INVIMA	NSOC86762-18CO		Colombia	July 25, 2025
Wet Towel	INVIMA	NSOC99378-20CO		Colombia	March 18, 2027

FLORA LAB SAS

	Approved By	Certificate Number	Country	Validity Period (with an Option to Renew)
AINEFLAM	Superintendency of Industsry and Commerce	505957 of 2014 on Nice Class 5 (Pharmaceutical Products)	Colombia	June 27, 2024
ALGICRON	Superintendency of Industry and Commerce	493971 of 2014 on Nice Class 5 (Pharmaceutical products)	Colombia	May 29, 2014
BIOCURE	Superintendency of Industry and Commerce	631482 of 2019 on Nice Class 5 (Pharmaceutical Products)	Colombia	October 26, 2029
CAPSIFLAM	Superintendency of Industry and Commerce	479172 of 2013 on Nice Class 5 (Pharmaceutical Products)	Colombia	September 12, 2023
CERIZ T	Superintendency of Industry and Commerce	501830 of 2014 on Nice Class 5 (Pharmaceutical Products)	Colombia	September 19, 2014
CRONOCICAR	Superintendency of Industry and Commerce	405176 of 2010 on Nice Class 3 (Cosmetics Products)	Colombia	April 12, 2030

70

CRONODOL MAX	Superintendency of Industry and Commerce	398866 of 2010 on Nice Class 5 (Pharmaceutical Products)	Colombia	March 07, 2024
CRONODOL MAX	Superintendency of Industry and Commerce	681038 of 2021 on Nice Class 5 (Pharmaceutical Products)	Colombia	May 10,2031
CRONODOL FORTE	Superintendency of Industry and Commerce	488961 of 2014 on Nice Class 5 (Pharmaceutical Products)	Colombia	March 24, 2030
CRONOGRYP ULTRA	Superintendency of Industry and Commerce	681037 on Nice Class 5 (Pharmaceutical Products)	Colombia	March 19, 2030
CRONOSURE	Superintendency of Industry and Commerce	402780 of 2010 on Nice Class 5 (Pharmaceutical Products)	Colombia	May 25, 2030
CRONOTREX	Superintendency of Industry and Commerce	411173 of 2010 on Nice Class 5 (Pharmaceutical Products)	Colombia	September 28, 2030
CRONOZIT	Superintendency of Industry and Commerce	411174 of 2010 on Nice Class 5 (Pharmaceutical Products)	Colombia	September 28, 2030
CROSIMPAR	Superintendency of Industry and Commerce	411175 of 2010 on Nice Class 5 (Pharmaceutical Products)	Colombia	September 28, 2030
DEXIFEM	Superintendency of Industry and Commerce	599383 of 2018 on Nice Class 5 (Pharmaceutical Products)	Colombia	July 31, 2028
DUOMELOC	Superintendency of Industry and Commerce	592108 of 2018 on Nice Class 5 (Pharmaceutical Products)	Colombia	April 23, 2028
DUOPLUS	Superintendency of Industry and Commerce	592107 of 2018 on Nice Class 5 (Pharmaceutical Products)	Colombia	April 23, 2028
ENDOVIT	Superintendency of Industry and Commerce	595743 of 2014 on Nice Class 5 (Pharmaceutical Products)	Colombia	March 31, 2024
ENERBIOVIT	Superintendency of Industry and Commerce	490055 of 2014 on Nice Class 5 (Pharmaceutical Products)	Colombia	June 22, 2027
FERROMINERAL	Superintendency of Industry and Commerce	589837 of 2018 on Nice Class 5 (dietary supplements)	Colombia	April 3, 2028
FILOX36	Superintendency of Industry and Commerce	594262 of 2018 on Nice Class 5 (Pharmaceutical Products)	Colombia	June 22, 2027
FLAXERD	Superintendency of Industry and Commerce	594262 of 2018 on Nice Class 5 (Pharmaceutical Products)	Colombia	July 31, 2023

71

	Application Date	Approved By	Certificate Number	Country	Validity Period (with an Option to Renew)
FLUMIEL		Superintendency of Industry and Commerce	411562 of 2010 on Nice Class 5 (Pharmaceutical Products)	Colombia	September 29,
FYBERCRON		Superintendency of Industry and Commerce	648911 of 2020 on Nice Class 5 (Pharmaceutical Products)	Colombia	May 22, 2030
GYNECOMB		Superintendency of Industry and Commerce	592105 of 2018 on Nice Class 5 (antifungal cream)	Colombia	April 23, 2028
GASTROBUTINO		Superintendency of Industry and Commerce	569608 of 2017 on Nice Class 5 (digestives for pharmaceutical use)	Colombia	June 8, 2027
HYPERXET		Superintendency of Industry and Commerce	463683 of 2012 on Nice Class 5 (Pharmaceutical products)	Colombia	November 29, 2022
HYDRACRON		Superintendency of Industry and Commerce	494089 of 2014 on Nice Class 5 (Pharmaceutical Products)	Colombia	May 28, 2024
IMPROTOP		Superintendency of Industry and Commerce	477148 of 2013 on Nice Class 5 (Pharmaceutical Products)	Colombia	August 14, 2023
INFEMOX		Superintendency of Industry and Commerce	477148 of 2013 on Nice Class 5 (Pharmaceutical Products)	Colombia	August 14, 2023
INFLAGEL		Superintendency of Industry and Commerce	486607 of 2012 on Nice Class 5 (Pharmaceutical Products)	Colombia	November 28, 2022
INFLEDOL		Superintendency of Industry and Commerce	498918 of 2014 on Nice Class 5 (Pharmaceutical Products)	Colombia	August 11, 2024
LESFLIS		Superintendency of Industry and Commerce	546101 of 2018 on Nice Class 5 (Pharmaceutical Products)	Colombia	December 14, 2026
MAXERIL		Superintendency of Industry and Commerce	494916 of 2014 on Nice Class 5 (Pharmaceutical Products)	Colombia	June 10, 2024
METROFUROX		Superintendency of Industry and Commerce	598965 of 2018 on Nice Class 5 (medicine)	Colombia	July 25, 2028
MUCOCISTEIN		Superintendency of Industry and Commerce	54921 of 2018 on Nice Class 5 (Pharmaceutical Products)	Colombia	August 01, 2028
MUCOTAPP		Superintendency of Industry and Commerce	59595 of 2018 on Nice Class 5 (Pharmaceutical Products)	Colombia	August 17, 2028
NASORYL		Superintendency of Industry and Commerce	494091 of 2014 on Nice Class 5 (Pharmaceutical Products)	Colombia	May 28, 2024
NATURE’S FOOD		Superintendency of Industry and Commerce	467870 of 2013 on Nice Class 35 (business services)
OTOMYC		Superintendency of Industry and Commerce	492450 of 2014 on Nice Class 5 (Pharmaceutical Products)	Colombia	April 30, 2014
SILDECRON		Superintendency of Industry and Commerce	598583 of 2014 on Nice Class 5 (Pharmaceutical Products)	Colombia	June 27, 2024
SOLKREM ULTRA		Superintendency of Industry and Commerce	464794 of 2012 on Nice Class 5 (Pharmaceutical Products)	Colombia	November 21, 2022
URIFLOX		Superintendency of Industry and Commerce	631481 of 2019 on Nice Class 5 (Pharmaceutical Products)	Colombia	October 26, 2029
TRICASP CHAMPU		Superintendency of Industry and Commerce	592105 of 2018 on Nice Class 5 (medical shampoos)	Colombia	April 23, 2028
TOXEDRA		Superintendency of Industry and Commerce	407903 of 2010 on Nice Class 5 (Pharmaceutical Products)	Colombia	August 11, 2030

72

FLORA LAB

Certificates
CROCEFAL	October 3, 2019	INVIMA	2019M-0019289	Colombia	October 3, 2024
CRONOGRYP® ULTRA	February 11, 2015	INVIMA	2020M-0010326-R1	Colombia	In the renewal process
CRONODOL ® MAX TABLETAS	April 19, 2016	INVIMA	2016M-0011478-R1	Colombia	In the renewal process
INFEMOX CAPSULAS	June 11, 2014	INVIMA	2014M-0015026	Colombia	September 26, 2024
INFLEDOL