INSIGHT - ROSEBUD - QUALITY CANADIAN CANNABIS - NG BIOMED
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VOLUME 2, ISSUE N O: 04 / DECEMBER 2020 InSight Quality Canadian Cannabis Rosebud Site Evidence package to Health Canada Build-out continues
The Road Ahead LETTER FROM THE FOUNDER AND PRESIDENT JUSTIN DHALIWAL AND ARON TEGENFELDT Warm end-of-year wishes to our extended network of stakeholders. As we wrap up Volume Two of our InSight quarterly newsletter and put 2020 behind us, there are plenty of things to be grateful for: your company completed a major milestone in December with the submission of the Rosebud Site Evidence package. Despite the many barriers to entry, National Green Biomed (“NG Biomed”) has remained on track in an industry that grows every day in a radically changing world. Aron Tegenfeldt NG Biomed’s fundamental rule has been to build a conservative and lean organization to ensure our investors are protected, while providing the opportunity to pivot in an evolving industry. In our previous edition InSight Vol 2. No 3., we advised of an expected shortfall of $367k by December 31st 2020 for covering all costs of the Rosebud Evidence Package build-out. Thanks to relationships with our vendors some payments have been deferred to 2021 or converted into debentures. In addition, NG Biomed obtained loans from related parties which were secured by the Mission property. This has positioned the Company for a year end bank balance of $140k. The Rosebud build-out cost was $611k and was financed thanks to founders, related parties, and the sale of two of our properties in Mission BC. The next phase of Rosebud construction (installation of operating equipment) is budgeted at $1m bringing the total cost of Rosebud to $1.6m. The completion of the facility, along with remaining payables for the Site Evidence build-out and overhead, will be financed by: Justin Dhaliwal • Bank balance $140k as of December 31, 2020 • Sale of third revenue generating parcel, which currently holds approximately $200k equity. Based on current market value we are optimistic about receiving more than the appraised value. The Company expects a term sheet in January 2021, which will provide bridge financing until the property is sold IN THIS ISSUE • 9% convertible debenture, with a goal to raise $1.5m 2 Letter from the Recognizing that fund raising can be challenging, NG Biomed’s team will consider Founder, President - strategic partnerships, offering an equity and or key operational position within the Justin Dhaliwal & Company, towards gaining funding and to capitalize on future opportunities. We will Aron Tegenfeldt continue to work in collaboration with our trades team to keep the Rosebud project moving forward, while awaiting Health Canada for licensing and final occupancy. 3 Growing Rosebud Supply chain of legal cannabis in Canada is improving, with an average of 50 new licensed 2021 Vision | A look ahead retailers opening in Canada every month in 2020, and law enforcement is starting to catch up to black-market operations with an increase of raids reported in the news.1 In 5 Mission Greens the first nine months of 2020, $1.8bn was reported in retail sales compared to the same period in 2019, at $775m (132% increase).2 For the above reasons The leadership team 6 Financials at NG Biomed believes there is a renewed investor interest in Canadian companies and their genetics, indicating that licensed cannabis is a sustainable business model. 6 Market Potential As NG Biomed plans for the year ahead, your company is focused on completing 7 Going Public the outfitting of the Rosebud site - which means passing its final occupancy inspection with the City of Richmond, installing the operation equipment, and building out our 8 Get In Touch operations team through acquisition, merger, or strategic partnership opportunities to focus on revenue generating activities while waiting for final issuance of license. Page 2
VOLUME 2, ISSUE N O: 04 / DECEMBER 2020 Growing Rosebud Dec 2019 City of Richmond: Zoning Bylaw amendment allowing cannabis activates at NGB’s Rosebud production facility (Richmond Zoning Bylaw 8500 Amended Bylaw 9978). Jan 2020 City of Richmond: Rosebud Building Permit granted. Feb 2020 Rosebud Build-out: Geo-scanning completed, concrete cut, plumbing installed, concrete poured. Mar 2020 Rosebud Facility and Office: Framing installed, HVAC plans updated. April 2020 Rosebud Build-out: Floors finished, electrical rough-in, security rough-in. May 2020 City of Richmond: Building Plan amendment approved for an increased load-bearing ceiling. Rosebud Build-out: Security device and access control wiring. Rosebud License Application Documents: Supporting documentation audited and updated to meet additional requirements for cannabis Licensing (Quality Assurance, Good Production Practices, Site Details, Security). June 2020 City of Richmond: Mechanical and Electrical inspector engaged. Aug 2020 Rosebud Build-out: Secure Storage + Quarantine Room – Built to meet RCMP Secure Storage specifications (G13). City of Richmond: Building Permit amendment for change to Plans. Sept 2020 City of Richmond: Building Inspections Passed – Plumbing rough-in, Framing rough-in, Electrical rough-in, Sprinkler [Partial], Security. Rosebud Build-out: Grow Rooms PVC Boarding commenced. Oct 2020 Rosebud Build-out: PVC walls complete, Drywall complete, FRD Complete, Painting complete, Plumbing complete, Structural amendment for catwalk and pony walls in ceiling. Sprinkler plan amendment for modified mechanical plans. Nov 2020 Rosebud Build-out: Site Evidence Video shot. Rosebud License Application Documents: “As Built” Security plan completed, Security Devices tested and verified, Documentation package completed. Dec 2020 Rosebud License Application Documents: Evidence and supporting documents delivered to Health Canada. 1 2 3 4 5 6 2 year zoning Finalize Personnel process with City Security Clearance of Richmond Final Occupancy Page 3
Grow Room 2, Rosebud Productions Phase 1 of the Rosebud Upon receiving the Site Evidence The estimated construction construction wrapped in the final package, it is standard procedure cost for Phase 2 of the project quarter of 2020, closing out at a for Health Canada to issue further is approximately $1m, and NG cost of $611k for the completion ‘Requests for More Information’ Biomed expects the detailed of the facility. The build-out to verify any additional points budget to be finalized with the was financed by NG Biomed’s that the reviewer deems General Contractor “Closed founders, related parties, and pertinent. While there are no Group Concepts Constructions the sale of two of the Company’s concrete timelines provided Ltd.” by January 2021. Phase 2 Mission BC properties. The by the regulatory bodies, in will see the operation areas fitted company completed the build- the experience of cannabis with equipment for growing out and documentation with consultants and fellow license ultra-premium flower bringing compliance support from applicants, this process can take the total Rosebud build-out to CannDelta, who are reputable between two and six months. approximately $1.6m. cannabis professionals with extensive firsthand experience with Health Canada. Page 4
VOLUME 2, ISSUE N O: 04 / DECEMBER 2020 ISSUE N O: 04 / SEPTEMBER 2014 Mission Greens NG Biomed has transferred its of operations. Scalability and inventory to “Blue Sky Ventures” sustainability are core principals in Saskatchewan into holding, for the success of your company. in pursuit of an extraction agreement whereby the biomass NG Biomed fulfilled its financing would be processed into CBD oil. plan for Q4 2020 by completing In 2019 the leadership prepared the sale of two of its parcels virgin and existing fields of in Mission, BC for $620k and its acreage in Mission BC and $545k, set to close January completed its Industrial Hemp 2021. The sale gave NG Biomed pilot project. The inventory of an opportunity to preserve cured flowers was withheld cashflow, access appreciation for sale at the time, waiting for value, and redirect financing the best opportunity to enter costs towards Rosebud. The third a processing agreement with a property owned by the Company fellow Health Canada license in Mission BC generates rental holder towards getting the revenue and is an active listing maximum return on the material. on the MLS® for $1.599m. 2020 has seen an average of 50 new brick-and-mortar dispensaries opening nation wide per month,3 which has allowed for the backlog of inventory from processors to flow more steadily to the end consumer. Time has shown that outdoor cultivation is better suited for bulk material for extraction and downstream products, and in Q1 2020, NGB pivoted away from its plan on the Mission acreage, instead targeting the ultra-premium flower market for its first phase https://www.realtor.ca/real-estate/22581145/10844-farms-road-mission Do you know someone who may be interested? Contact Iain Chima +1 (604) 809-0000 Page 5
Financial Reporting NG Biomed closed off with a cash balance of $140,126 on December 31st 2020 and expects to sell the 3rd parcel early in 2021, which will complete the funding of the ‘Evidence Package’ and provide funds towards Phase 2. The Company expects a term sheet in January 2021, which will provide bridge financing until the property is sold. NG Biomed’s finance team has commenced filing 2019 and 2020 financial statements and tax returns, which were previously deferred during the early stages of Covid-19. Market Potential Retail trade sales for Canadian Cannabis stores reported at $1.8bn or increase of 132% for the period January - September 2020, compared to the $775m reported sales for the same period in 2019.4 While the Government of Canada has not reported the final retail sales numbers for 2020, a forecast on a pro-rated basis shows national sales to be $2.4bn, and the Greater Vancouver Regional District, (which is Rosebuds addressable market) to be $170m. At the time of writing, Health Canada has issued 556 licenses with the trilogy “Cultivation, Processing and Sale for Medical.”5 Cannabis has remained a strong player through the shake-down of Covid-19. While there has been plenty of speculation on the ‘pantry loading’ behaviour seen throughout the pandemic,6 there has been a steady growth in the Licensed Cannabis space month by month that cannot be solely attributed to panic buying. Interest in Cannabis investment from the USA has piqued,7 as its legal frameworks made historic leaps in 2020 - including the federal government passing a bill to decriminalize Cannabis in the House, pending approval from the Senate.8 A renewed interest in the Cannabis space is emerging, and the growth potential of smaller companies is marked by: • Lower buy-in costs for investors • The gap between the black market and legal outlets is lessening, as operating costs stabilize and law enforcers increase their take-down of criminal enterprises9 • Better operating templates set by first wave licensees Cocos Pure Regular business operations continue for Cocos Pure, with a freshly landed order from Hungary stocking EU shelves for the holiday season. We anticipate regular shipments of Cocos Pure as an opportunity to break into the European Union market with a goal to sell CBD infused products into the EU. Photo courtesy of Wade Iley Page 6
VOLUME 2, ISSUE N O: 04 / DECEMBER 2020 Going Public NG Biomed’s plan for going public is still linked to its Rosebud licensing timeline. For the friends and family that have been with us as stakeholders since the early days of the Company’s inception, and those that came through the acquisition of Cocos Pure Beverage Company, the leadership acknowledges that it has been a long wait for liquidity. NGB is committed to making informed decisions and preserving the value of the company, creating a business that is future proof. Our goal is to create steady financial growth and attract investors that share our long-term goals, rather than be characterized by the ‘pump and dump’ style seen in the early days of Licensed Cannabis trade. The Cannabis industry has demonstrated renewed strength in 2020, and your company is determined to make strong choices to ensure healthy value for shareholders. Fundraising National Green Biomed’s founder Justin Dhaliwal has begun the process of reaching out to key stakeholders towards funding operational equipment and overhead costs. The first phase of the Rosebud Production build-out has been funded by the founders, related parties, and sale of the Mission properties, and will be completed with the sale or refinancing of the remaining parcel of land in Mission, along with a 9% convertible debenture. The second phase of the Rosebud build-out will be financed by 9% convertible debenture agreements, and the continued support of founding members and related parties. Page 7
VOLUME 2, ISSUE N O: 04 / DECEMBER 2020 Get In Touch NGB welcomes the input of its stakeholder community. If you have any questions or feedback, please feel free to get in touch. GENERAL INQUIRIES INVESTOR RELATIONS 604. 273. 1619 RAJAN RAI info@ngbiomed.ca 778. 835. 9200 investors@ngbiomed.ca References: 1. “RCMP Destroys $8m worth of Cannabis near Merritt” Bolan, K. Vancouver Sun. 5/11/20 https://vancouversun.com/news/rcmp-destroys-8- million-worth-of-cannabis-near-merritt Accessed 20/11/20 2. “Table 20-10-0008-01 Retail trade sales by province and territory (x 1,000)” Statistics Canada. https://www150.statcan.gc.ca/t1/tbl1/en/ tv.action?pid=2010000801 Accessed 1/12/20 3. “Number of Cannabis Stores in Canada added my month” Business of Cannabis. 21/7/20 https://www.businessofcannabis.ca/2020/07/21/ number-of-cannabis-stores-added-in-canada-by-month/. Accessed 1/12/202 4. “Table 20-10-0008-01 Retail trade sales by province and territory (x 1,000)” Statistics Canada. https://www150.statcan.gc.ca/t1/tbl1/en/ tv.action?pid=2010000801 Accessed 1/12/20 5. “Licensed Cultivators, Processors and Sellers of Cannabis under the Cannabis Act” Government of Canada. https://www.canada.ca/en/health- canada/services/drugs-medication/cannabis/industry-licensees-applicants/licensed-cultivators-processors-sellers.html Accessed 20/12/20 6. “Beyond Covid-19: Recovering from pantry loading on steroids” Chase, C. Schumacher, C. Woo, D. RIS News. 2/6/20. https://risnews.com/ beyond-covid-19-recovering-pantry-loading-steroids Accessed 20/12/20 7. Weed stocks are hitting new highs after Biden win – TechCrunch 8. “House of Representatives passes marijuana legalization bill” Wu, N. USA Today. 4/12/20. Legal weed: House passes marijuana legalization bill (usatoday.com). Accessed 3/12/20 9. “RCMP Destroys $8m worth of Cannabis near Merritt” Bolan, K. Vancouver Sun. 5/11/20 https://vancouversun.com/news/rcmp-destroys-8- million-worth-of-cannabis-near-merritt Accessed 20/11/20 10. “Aphria and Tilray Combine to Create Largest Global Cannabis Company With Pro Forma Revenue of C$874m” Business Wire. 16/12/20. https://www.businesswire.com/news/home/20201216005519/en/Aphria-and-Tilray-Combine-to-Create-Largest-Global-Cannabis-Company- With-Pro-Forma-Revenue-of-C874-Million-US685-Million Accessed 16/12/20 č Disclosure Statement: č Certain statements contained in this document may constitute forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as “anticipate”, “plan”, “estimate”, “expect”, “may”, “will”, “intend”, “should”, and similar expressions. Forward-looking information involves known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The Company’s actual results could differ materially from those anticipated in this forward-looking information as a result of regulatory decisions, competitive factors in the industries in which the Company operates, prevailing economic conditions, and other factors, many of which are beyond the control of the Company. The Company believes that the expectations reflected in the forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward- looking information should not be unduly relied upon. Any forward-looking information contained in this news release represents the Company’s expectations as of the date hereof and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable securities legislation. Readers are urged to consider the risks, uncertainties, and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. Page 8
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