Red White & Bloom Brands Completes Transformative Restructuring, Announces Delay in Filing of Annual Financial Statements, and Granting of MCTO
TORONTO, May 01, 2025 (GLOBE NEWSWIRE) -- Red White & Bloom Brands Inc. (CSE: RWB) (“RWB” or the “Company”) today announced the successful completion of a series of transactions designed to significantly reduce potential shareholder dilution, lower debt carrying costs, continue to refocus operations on profitable growth initiatives, and facilitate the filing of its financial statements through the filing of a Management Cease Trade Order (“MCTO”).
Successful Completion of Debt Restructuring
The Company 's Board of Directors and Executive Management, in collaboration with a majority of its strategic lenders, successfully completed a comprehensive restructuring of approximately C$145 million of issued and outstanding debt, as part of a larger debt renewal program, through the entering into of various debenture and note amending agreements with such lenders with all applicable amended terms effective as of the respective renewal dates.
The restructuring of the aforementioned debt accomplished the following:
- Eliminated the potential dilution of 198 million common shares1, representing 42.1% of the issued and outstanding common shares, through the removal of debenture conversion rights.
- Extended maturity dates for restructured debt to November 2026 (C$33 million) with the balance of the restructured debt ($112 million) extended through to September 2027.
- Deferred all cash interest and principal payments for the restructured debt until their new respective maturity dates.
- Achieved principal reductions of $5 million and annualized interest expense savings of $2.5 million associated with the restructured debt.
Full financial statement disclosure regarding the debt renewal and applicable restructuring will be included in the Company 's interim financial statements for the first quarter ending March 31, 2025, expected to be filed on or before May 30, 2025, as of the date of this release.
Granting of Management Cease Trade Order
Due to unforeseen delays in completing its fiscal year-end audit, the Company advises that it has not been able to file its audited annual financial statements, management’s discussion and analysis, and related CEO and CFO certifications for the fiscal year ended December 31, 2024 (collectively, the “Annual Filings”) by the prescribed deadline of April 30, 2025, as required under National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”).
The delay is primarily the result of the expanded scope of audit procedures required to address the complexity of certain transactions and the restatement of comparative financial information for prior periods. The restatement was initiated following comments received during a review conducted by the Canadian Public Accountability Board (CPAB) of the Company’s auditor.
The Company is working diligently with its auditor and other advisors to complete the audit as soon as possible and currently expects to file the Annual Filings on or before May 30, 2025. The Company will issue a news release announcing the completion of the Annual Filings once they have been filed.
The British Columbia Securities Commission has granted an MCTO under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”). Pursuant to the MCTO, the Chief Executive Officer, President, and Chief Financial Officer of the Company may not trade in securities of the Company until such time as the Annual Filings have been filed and the MCTO has been revoked. The MCTO does not affect the ability of the general investing public to trade in the Company’s common shares.
The Company intends to comply with the provisions of the alternative information guidelines as set out in NP 12-203 by issuing bi-weekly default status reports by way of news release until the Annual Filings are filed. These updates will include information regarding the progress of the Annual Filings and any material changes to the Company’s business, if any.
About Red White & Bloom Brands Inc.
Red White & Bloom Brands is a multi-jurisdictional cannabis operator and house of premium brands operating in the United States, Canada and select international jurisdictions. The Company is predominantly focusing its investments on major U.S. markets, including California, Florida, Missouri, Michigan, and Ohio in addition to Canadian and international markets.
Red White & Bloom Brands Inc.
Investor and Media Relations
Edoardo Mattei, CFO
IR@RedWhiteBloom.com
947-225-0503
Visit us on the web: https://www.redwhitebloom.com/.
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Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING INFORMATION
Certain information contained in this news release may constitute "forward-looking information " or "forward-looking statements " within the meaning of applicable Canadian securities legislation. Forward-looking information is often identified by the use of words such as “plans,” “expects,” “may,” “should,” “could,” “will,” “intends,” “anticipates,” “believes,” “estimates,” “forecasts,” or variations of such words and phrases, including the negative forms thereof, as well as terms such as “pro forma” and “scheduled,” and similar expressions that refer to future events or outcomes.
Forward-looking statements in this release, including, without limitation, statements relating to the pursuit of profitable growth initiatives, anticipated timing, review, completion, and filing of the Company’s first quarter financial statements, the Annual Filings, the Company’s ongoing operations, and the expected duration of the MCTO, involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those expressed or implied by such statements. There can be no assurance that such forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated.
Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any obligation to update or revise any forward-looking information contained herein, except as required by applicable securities laws.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
1 Calculated in accordance with the applicable conversion price defined within the restructured debentures
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