Good morning, ladies and gentlemen. My name is Sergio, and I will be your conference operator today. Welcome to the Green Organic Dutchman conference call regarding the definitive agreement to merge with BZAM. To ensure an enjoyable experience for all participants, all lines have been placed on mute. Following the presentation, we'll open the call for questions. If you would like to ask a question, simply press star, then the number one. If you would like to withdraw your question, please star, then number two. This call is being recorded on Wednesday, October 19, 2022. I would now like to turn the conference over to Sean Bovingdon, CPO and Interim CFO of TGOD. Please go ahead. Thank you, Sergio. Good morning, everyone, and thank you for joining us for this special conference call today. We are looking to provide comments on the agreement that was executed with BZAM Cannabis that was announced this morning. As Sergio mentioned, this call is being recorded, and the audio recording will be available on the company website at tgod.ca in due course. Joining me on the call this morning, I'm pleased to have Matt Milich, who's the CEO of BZAM. Now, today's discussion does include forward-looking statements, and we caution that such statements are based on management's assumptions and beliefs and are subject to uncertainties and other factors that could cause actual results to differ materially. I refer you to our news release this morning for more information on these assumptions and factors. With that, I am pleased to talk about this transformational transaction to merge with BZAM. We have entered into a binding and definitive share exchange agreement with the BZAM shareholder, under which TGOD will acquire all of the issued and outstanding common shares of BZAM in exchange for common shares of TGOD. The transaction will result in the BZAM shareholder ultimately holding an approximate 49.5% of the issued and outstanding combined entity shares, upon closing of the transaction, with the ability to earn additional, combined entity shares, subject to achievement of certain financial milestones in 2023. The transaction is scheduled to close on or about November third of this year. It is really an exciting day for both companies, for our employees and for our consumers. Our highly complementary businesses in terms of production footprints, products, and distribution networks create a combined entity with a leading branded product portfolio along with significant synergies across our operations. In particular, we believe the transaction is expected to provide many strategic and financial benefits, including it creates the sixth-largest Canadian licensed producer with the right size facilities in the largest provinces and a complete portfolio of popular products and brands. TGOD's market strength in Quebec and Ontario complements BZAM's strength in all the Western Canadian markets, with opportunities for us to expand distribution collectively. Furthermore, the addition of BZAM materially strengthens TGOD's financial position, which is important during these challenging times. Indeed, in this challenging and highly competitive environment, both BZAM and TGOD have been successful in continuing to grow revenue and have a similar focus on quality and consistency while continuing to drive brand value. This is a great fit strategically, culturally, and financially. With that, I would now like to introduce Matt Milich, the CEO of BZAM, to provide some insight on the company and the plans going forward. Thank you, Sean. It is a great pleasure to be speaking with you all today and introducing BZAM to TGOD shareholders. BZAM Cannabis is a privately owned, multi-licensed cannabis producer headquartered in Vancouver, BC. We are focused on branded cannabis products, premium cultivation, and distillate extraction at scale. BZAM Cannabis family includes core recreational brands, BZAM, ness, and Table Top, and our partner brands, Dunn Cannabis, FRESH, SuperFlower, and Snackbar. We operate facilities in the Lower Mainland, West Kootenay, and Vancouver Island in British Columbia, as well as one in Edmonton, Alberta. In addition, we have a retail store in Winnipeg, Manitoba, and one near Regina, Saskatchewan. Our product portfolio includes some of Canada's best-selling vapes, leading 28-gram flower SKUs, and premium cannabis that we distribute for our craft partners. From June to August 2022, BZAM had the number one best-selling vape SKU in Ontario, Alberta, and British Columbia, and the number one and number three best-selling 28-gram flower SKU in British Columbia and Alberta, respectively. We are very much looking forward to bringing together the two companies. We expect to expand on what our great teams have each accomplished so far as we build a strong, EBITDA-positive cannabis company. To give you some numbers, TGOD and BZAM generated CAD 30.2 million and CAD 32.2 million, respectively, of net revenue in calendar 2021, and CAD 31.6 million and CAD 32.7 million, respectively, of net revenue from January- September 2022. The combined entity generated CAD 85.7 million pro forma unaudited net revenue for the twelve months leading to September 2022. Taken together, BZAM and TGOD have experienced one of the fastest growth rates in the Canadian cannabis market. Building on that, we forecast that the combined entity will have net revenue of at least CAD 100 million for calendar year 2023 and adjusted EBITDA positive by mid-2023. We also expect annualized savings of at least CAD 10 million in COGS and SG&A through rationalization and economies of scale. The combined entity expects to achieve cost synergies in the key areas of cultivation and production, purchasing, sales, marketing, and corporate expenses. BZAM's Pitt Meadows, British Columbia facility will be able to provide TGOD with low-cost THC distillate and extraction capabilities, which is expected to improve Cannabis 2.0 product margins. The combined entity expects to share a unified sales force, leading to improvements in geographical coverage and increased retail distribution. Together with Jordan Winnett, our CCO, I look forward to working with Sean and the combined teams of TGOD and BZAM to build on our momentum, expand on what we have each accomplished so far as we build a strong EBITDA-positive cannabis company. With that, I will hand it back to Sean. Thanks, Matt. Now, before we move to Q&A, let me just leave you with these final thoughts. This exciting merger creates the Canadian cannabis leader with an unparalleled footprint across Canada, with those right-sized facilities providing home court advantage in every major province, which is becoming more and more important. The massive savings across the combined SG&A cost structure will result in a positive EBITDA in mid-2023. This creates the market's most compelling combined product portfolio, uniting the complementary brands across the most popular segments. Led by a best-in-class leadership team with a track record in execution and cost management, have been demonstrated over the last couple of years. Additionally, the merger substantially improves TGOD's debt-to-equity ratios and improves our access to a lower cost of capital going forward. All in all, this generates long-term value for both TGOD shareholders and the BZAM shareholder. To conclude the formal part of this call, this really is an exciting new chapter in our collective growth story as we move towards profitability while building a strong, sustainable organization and brand portfolio that resonates across the country. We look forward to being able to share more detailed plans as the transaction closes and we move forward with the integration post-November. I would like to thank our employees for their continued hard work and to all of our TGOD shareholders for their continued support. With that, Sergio, we are ready to take the questions. Thank you, sir. Ladies and gentlemen, as mentioned before, we will now begin the question and answer session. Should you have a question, please press star followed by the number one on your touchtone phone. You will hear a three-tone prompt acknowledging your request, and your questions will be called in the order they are received. Should you wish to withdraw from the polling process, please press star followed by the number two. If you are using a speakerphone, please hit the handset before pressing any keys. One moment please for your first question. Your first question comes from Venkata Velagapudi from Research Capital. Please go ahead. Thanks, operator, for taking my questions. First of all, congrats, Sean and Matt, for this transaction. I have a couple of questions. Both TGOD and BZAM seem to have roughly similar revenue over the last few quarters and years. Just want to know if the profitability also is similar. Could you provide some color on the margin profile of BZAM, if it's possible? That's a good question. The revenue is fairly similar over the recent periods. I think the margins might be just you know slightly different. We're working through. We should have more information on that to distribute later. Okay. Yeah. Also wanted to know if your sales agreement with Acosta Canada will change post this transaction. Will there be any change in your sales agreement with Acosta Canada? Yeah, that's certainly one of the elements I was talking with them earlier today about with because of the strong sales force BZAM has out in Western Canada in particular. You know, at a minimum, the focus for Acosta would just be in Eastern Canada. Sorry, would just be in Eastern Canada, Ontario and the provinces. It's something we'll, you know, assess here in the next couple of weeks in terms of as we finalize the transition plans and really determine where the savings are. Because there's certainly some overlap. Jordan Winnett and our team, Rob Gorham, are working on streamlining that in very short order. It's one of the elements that I think we can achieve significant savings rather than having the duplication that we have as two separate entities. Mm-hmm. Thanks. For the combined entity, will the sales mix between dried flower and 2.0 products be materially different from the old entity? For instance, you are guiding around CAD 100 million revenue in 2023. What would be the sales mix between dried flower and 2.0 products? You know, looking at BZAM has significantly more 2.0 products including vapes, right? Being the leader in vapes that they are across the country. A more significant portion of their revenue is related to that than we would have in our 2.0 products. That's the nice thing about this. On a combined basis, there's no, you know, kind of cannibalization or very little crossover of competing brands or competing products. We're in different segments on the different flower products, TGOD being organic, the premium level is 2.5-gram kind of organic strains that we have, along with the kind of mainstream organic 28-gram on our Highly Dutch strains, sativa and indica. Whereas with the craft brands of BZAM and the Table Top and ness that are kind of more of a bit more on the value side, and not an organic strain and a different price point. There's not a lot of cannibalization that you've seen in some of the other potential or the other consolidation that happens in the cannabis industry. We're pretty excited. You know, both companies took a lot of time, I think, have been looking at the potential opportunities in the market for some time now. You know, this really is almost a perfect fit, matching both geographic distribution as well as that product complementary portfolio that meshes very nicely without having too much crossover or cannibalizing each other. I think if you look at, you know, BZAM being strong within the vapes and the number one in vapes there, you know, at least half of their revenue coming from that, compared to ours being very little on the 2.0 products with the exception of the infused pre-rolls that are taking off in our share of the joint venture out of those for Wyld. You're gonna see outside of hash, you're gonna see a good balance and an equal balance on the combined entity basis across the whole portfolio of products. Okay, that's great. Since BZAM has in-house extraction capabilities, so we can expect some kind of improvement in the overall gross margins for the combined entity, right? Correct. They're very excellent and cost efficient in the extraction facility at Pitt Meadows there. It's quite. I was actually there again just on Monday, and it's very impressive. Yeah. What they've been able to achieve in the cost saving they've had. Last question from me. What will be the total liquidity available to the combined entity post this transaction? That would be determined on close as we're working with our lender. BZAM itself only has CAD 5 million mortgage on one of their facilities and no other debt. From our perspective on close, we're determining the amount of collateral and getting the final numbers available to us on our senior lender who's supportive of this deal. Gives us additional flexibility and liquidity if we need it on the debt side. As it stands just now, there's sufficient cash on the balance sheet on day one of the combined entities. That we're in a good position from the balance sheet with that as an extra availability for the collateral to be used if needed, under our existing credit facility that we have with our senior lender. Okay, that's great. Thanks a lot, and all the best. Thank you. Thanks. Thank you. Thank you. Your next question comes from Michael W. Freeman from Raymond James. Please go ahead. Hi, Sean. Hi, Matt, and congratulations on coming together on this agreement. The first question is for Matt. I wanna ask you the question, why now? You know, BZAM has been operating really well as a private entity in, you know, top 10 market share in Canada in adult use. What made this timing right for BZAM? I think Sean said it very well, actually. It's really. I don't know if you can perfectly time these things, but it was really the fit. The two companies just go together so well, and the product portfolios mesh so nicely. The geographical footprint, it just makes a lot of sense. Of course then you get the cost synergies, and it's just too compelling not to do it really. It just happens that we figure it out at this point in time. All right. Very good. On those cost synergies, I wonder if you could let us know maybe the top two highest impact areas where you would be able to consolidate and rationalize your operations and then the associated timelines you expect with those. Yeah. You know, sorry. You can go ahead and go on, Matt. No, please. Yeah. As we go into the decarb transition plan post-close, we have our public quarterly statements coming out November 27. We also produce more and more details as we go along and track against that as we do in the course of October with our forecasters, and we do that in each quarter. You know, there's actually no one singular area that says, oh no, if we don't do this, that counts for, you know, 8 of the CAD 10 million. But it and that's the nice thing about it. That on day one, just from, you know, talking about that, the overlap on some of the sales forces and the listing fees, and the retail sharing fees is, you know, we're looking at CAD 2.5 million from the sales and marketing side, almost immediately. When you look at the regulatory audit, insurance, legal fees of the combined entities, you know, it's a lot to audit, it's a lot to insure. But the savings in that you can get there, you're even looking at about another CAD 1.5 million-CAD 2 million in savings right there. On the COGS side, the additional flower that we're growing from the high yields we're getting out of Valleyfield in Ancaster can be provided into some of the products on the brands of the BZAM. Similarly, the distillate that they're doing can weigh into some of our, you know, for Cheetah hash in particular within, you know, another CAD 2.5 million or so of savings easily on the COGS side there. Just hopefully that gives you kind of a high-level example. Beyond that, you know, there will be some synergies on the corporate side and on operational side and some of the facilities being able to utilize them better rather than duplicating doing pre-rolls in three different places and being able to organize that and streamline some of the packaging and you know, finishing of different product streams that fit nicely to be able to get another CAD 2 million in savings from a COGS operational efficiencies in that regard as well. That's maybe the few that I could kind of outline, but there's more details of that will come as we go through each quarter and outline our progress to those targets. Okay. That's really helpful, Sean. The last one for Sean. TGOD had articulated last September a, you know, a strategy to enter the U.S. market and to aligning itself to do that. I wonder what the combined entities attitude toward U.S. entry is or will be upon combination. Yeah. We have continued to look at some of the opportunities. You know, the U.S. market has had quite a bit of turmoil as well, particularly, there's a lot of assets that are, you know, overpriced, but also a lot of assets that have been put through the sales process. There's still a lot of regulatory issues in different states there to be sorted out. We do have some potential targets we have looked at and are monitoring, particularly in the Northeast states. However, as we were looking at those and looking at the potential opportunities in Canada, it became very apparent that, you know, in order to have a stable base and really establish platform across the whole of Canada, working on this merger with BZAM easily outstripped any of those potential opportunities in the US. We'll be focusing, and I think Matt will echo this. You know, we're aligned completely in this in terms of focusing on achieving the EBITDA positive and the savings and the growth and establishing the strengthening of the brands across the whole combined entity first in Canada, and then using that as an even stronger platform to look to go into the U.S. when the regulatory aspect and the environmental, so the economic market there has settled down and makes more sense. Okay. Thank you, Sean. Thank you, Matt. We look forward to learning more. Thanks. Thank you. Thank you. Your next question is from Mark Mulder at Private Investor. Please go ahead. Yeah. Hi. Hi, Mark. How are you today? Great. I'm calling to inquire on what the actual free cash for continuing operations is gonna be, and how this acquisition or merger impacts that? In terms of operating cash flow month-to-month, is that what you're asking? No. Current operating cash flow with the addition of BZAM. Okay. As I said, as mentioned by Matt earlier on, we're almost identical in size and actually almost identical in our bottom line EBITDA and cash flow on a quarterly basis. As we move forward, that's where we see quite easily straightforward and not very complicated ability to get the savings. It's gonna take you know 3-6 months to enact some of those savings when you're talking about things that are under contract or orders or particular other items that have contracts that have to be finished on the supply chain side as you work through those. At the end of the day, when we get through those, you know, the six months and get into mid-2023, we're basically cutting at least CAD 10 million off of the COGS and SG&A, which goes straight to the bottom line. That's why we're feeling very comfortable in terms of the outlook as we look at this with the growth in revenue we have and improvement in margins that both companies have had, that you're gonna see positive EBITDA and not just marginal positive, but significant EBITDA being created through the mid-2023 and on an ongoing basis, sustainable after that. Okay. Will any of the grow facilities that BZAM is using, will they be available for organic growing by TGOD? To increase, you know, to scale up? No. They're not organic. In terms of scaling up, the capacity we have at Ancaster and the yields we're getting at Ancaster are almost 20% ahead of what we were forecasting for 2022 officially in our own internal budgets. The operations team there has done a phenomenal job, really dialed in and perfected the environmental controls in the hybrid greenhouse there and achieving, as I said, yields about 20% higher than we were initially expecting. Similarly, the first two harvests out of our lease grow in Valleyfield or our lease facility in Valleyfield have achieved the same. We were looking to. Each harvest, we were looking to get about 700 kilos, and we were getting near 900 kilos in one of them, almost 1,000 kilos in the other one. It's been significantly bigger than the yields. We're in a position now where, you know, we've actually got more than enough organic grow within our existing facilities that we're not immediately requiring, for the next year anyway, any additional organic grow capacity. My final question is, the shareholder from BZAM, will they take a controlling interest of TGOD if they achieve these additional milestones and get the additional shares awarded to them? I mean, that would be determinable at the end of 2023, obviously, because we've got to hit the earn-out shares. Between now and the end of next year, lots of things can happen, obviously. Whether there's an additional acquisition or we get potentially additional investment or depending what the shareholders appetite is or for holding on to all of his shares or when we've been through with that, I firmly believe we'll be looking forward to having more of an interest. The actual number will be determinable at the end of the year, depending on what the achievements are and also what other activities have gone on a corporate level between now and the end of next year. They could, in theory, achieve controlling interest. They could- With the reaching of the milestones. They could potentially if nothing else happened and all the targets were achieved, yeah. All right, great. Thanks for taking my questions. No problem. I think we have one more, Sergio. Yes, sir. The next question comes from Justin Dietrich from Wolfpack Research. Please go ahead. Hi, Sean. Can you hear me? Yes, absolutely, yeah. Hi. I'm curious about any updates on the EU GMP and if and when it passes, how long till TGOD flower can be exported, and will this new company's flower later also be able to be exported? We had the final inspection at the end of August on our facility in Ancaster. There were a couple of minor items that they needed addressed and rewritten in the kind of protocols and submissions, which was completed. That's gone that way. Actually any day now, frankly, we should be expecting to get the final clearance on all of these items because there's nothing wrong with them. They're cool. Obviously, there's been a long delay with EU GMP because we couldn't get that final visit because the inspector couldn't come over because of COVID and a bunch of other issues. Clearly very pleased to have that 2- 3-day visit there which was at the end of August. Very comfortable with the submissions we've got now. As I said, just waiting for them to complete their review of the finalized submissions and stamp the certificate. Once that happens, there's about a 3-month posting period to be able to sell into Germany under the distribution agreements we have. That's just, again, just similar to Canada, where you give a notice period of any new product. It's a similar kind of process or protocol in Germany. With the acceptance of that EU GMP here and in the next, you know, weeks, we'd be in a position to then supply to the two wholesale distribution agreements in the pharmaceutical and medical cannabis market that we have, which would generate, you know, a meaningful amount in 2023 from a revenue perspective, already spoken for under those agreements in Germany. Okay, great. The second part of your question. Yeah, the second part of the question in terms of would there then be anything from the BZAM facilities? No. That would- Yeah. Each facility would have to be, you know, started from the whole process from scratch. I don't know, Matt, if that's something BZAM ever considered. No, we've really just focused on the Canadian market. Yeah. That. Sean, my final question. Is there any updates with the Mexican deal? Mexico's regulator has been mired in changes and you know a kind of Gordian knot of protocols and changes and rule changes and governmental changes and politics. Very, very frustrating, to be honest. We've started you know really taking analysis and reconsider what the risk or timeline of potential there's a potential reward of an investment we have to make in Mexico. It's really been on standby for at least nine months now where we haven't invested any more money. It's just whether, if they ever find enough or we have to reconsider whether it's gonna be worth it at the end of the day and if they're ever gonna get their COFEPRIS gonna get their ability to move forward on the regulations and allow business to exist. Gotcha. Well, at least good news on Germany, and I look forward to this press release. No problem. Appreciate the support. Yeah. Thank you. Mr. Milich, Mr. Bovingdon, there are no further questions. Great. Well, thank you again, everybody for participating today, and Matt and I look forward to sharing exciting information on the progress and continued growth for the new combined entity. Yes, exactly. Thank you. Thank you for joining. This is Yomin. This concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines.