Good morning, ladies and gentlemen. My name is Joanna, and I will be your conference operator today. Welcome to The Green Organic Dutchman's third quarter 2022 conference call. To ensure an enjoyable experience for all participants, all lines have been placed on mute. Following the presentation, we will 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, press star then two. This call is being recorded on Thursday, November 24th, 2022. I will now let's turn the conference over to Matt Milich, Chief Executive Officer. Please go ahead. Thank you, Joanna. Good morning, thank you all for joining us for our Q3 2022 conference call. Today, we will provide comments on our performance as well as an update on our operations and how we are executing our plan. This call is being recorded, the audio recording will be available on the company website at tgod.ca. Joining me on the call this morning is Sean Bovingdon, our Chief Financial Officer. Today's discussion includes forward-looking statements. 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 and MD&A for more information on these assumptions and factors. With that, I will now turn to the quarter results and our outlook going forward. As some of you may know, TGOD and BZAM concluded a really transformational combination earlier this month. Today, however, we are here to present the Q3 results for TGOD, which, just for clarity, it's worth noting we present here on a standalone basis. Q3 was a little tricky this year with strikes at the cannabis boards in Quebec and BC, as well as the impact of the data breach at OCS. Having said that, TGOD's commitment to quality and consistency has continued to drive brand recognition and consumer trust. In Q3, the TGOD brand increased distribution of several SKUs across Canada, including our well-received Organic Maple Kush, Organic Sugar Bush, and Organic Cherry Mints. Expansion in the pre-roll category continued with the rollout of Organic Maple Kush pre-rolls in Ontario during the quarter. Q3 also featured new SKUs for the Highly Dutch brand, including new larger format hash SKUs and a rosin vape. With that, I will now hand the call over to Sean to take you through the Q3 financial results, following which we'll give some brief comments on our latest progress since closing the BZAM-TGOD transaction before taking questions. Thank you, Matt, and good morning, everyone. Net revenue for the three months ended September 30, 2022, amounted to CAD 9.9 million, an increase of 36% compared to Q3 2021, CAD 7.3 million. The increase was mainly due to the new launch of premium flower strains, the Cherry Mints and Maple Kush in particular. The new launch of pre-rolls in the company's Highly Dutch organic flower continued to gain traction in 2022. Net revenue did decrease by 15% in comparison to Q2 2022, though primarily due to the decreased retail distribution as a result of the cybersecurity issues that affected the Ontario Cannabis Store in August and the strike actions in British Columbia and Quebec that Matt noted earlier. In Q3 2022, some of the provinces were drawing down on their inventory of new SKUs that launched in June 2022, of which they had front-loaded their orders. As per Statistics Canada, the Canada-wide cannabis revenues increased by 20% from January to August 2022 compared to the same period last year. TGOD's net revenues have grown by 55% for the nine months to September 30th, which is outperforming the market growth. The resulting gross profit before changes in fair value of biological assets, or what we call the Direct Gross Profit, was CAD 0.6 million for Q3 2022, representing a 6% Direct Gross Profit margin. This reflects the inclusion of a provision of CAD 1.7 million that was made in the quarter for potential obsolescence in inventory. Normalized direct gross profit without this provision would therefore be CAD 2.3 million or a 23% margin. This is still lower than target due to the lower revenue, such that there has been lower fixed cost absorption. Furthermore, an additional provision of CAD 4.3 million was made on the fair value portion of the inventories being provided for. In comparison to Q2 2022, the gross profits decreased by CAD 6.3 million directly as a result of these aforementioned provisions. Without these one-time additional provisions, the overall gross profit would have been CAD 7 million for Q3 2022, or 71%. We have continued with our cost disciplines as the G&A expenses of CAD 4.2 million for the three months ended September 30th represent a decrease of CAD 2.2 million from Q2 2021 and a decrease of CAD 0.71 million from Q2 2022. This is primarily a result of the company's continued efforts to decrease all administration costs, including the reduction of overhead personnel. The other material financial item in Q3 related to the sale of HemPoland, the company's wholly owned Polish subsidiary. Since September 2021, as previously disclosed, the company had been engaged with advisors for the sale of HemPoland, which was deemed non-core to future operations and the company's strategy. On September the sixth, 2022, the sale of HemPoland was finally completed, with the purchaser paying a total of CAD 1.35 million in cash and forgiveness of a CAD 5.46 million loan payable to HemPoland by the company. This brought the total proceeds on sale to CAD 6.81 million and with the impact of cumulative FX or foreign exchange, resulted in a net gain of CAD 3.1 million, which is reflected in the P&L. As previously mentioned and disclosed on November the third, 2022, the company completed the acquisition of BZAM Holdings Inc., a corporation incorporated under the laws of British Columbia from its sole shareholder, BZAM International, Inc. This is an all-share transaction whereby the BZAM shareholder will initially own a pro forma basis, 49.5% of the aggregate number of common shares issued and outstanding of the combined entity. The full details are in the MD&A and the financial statement notes. In addition, subject to the achievement of certain milestones on net revenue and EBITDA for calendar 2023, the BZAM shareholder does have the potential to earn up to CAD 33 million worth of shares in January 2024. Furthermore, in connection with the BZAM transaction, the company entered into a fourth amendment to its credit agreement with our lender to incorporate the assets of BZAM into the security collateral. Amongst other things, firstly, remove the reduction of the limit on the revolving portion of the credit facility as a result of any prepayment on the term portion. Secondly, amended the EBITDA financial covenant such that doesn't take effect until April the 30th, 2023. Thirdly, extended the maturity date of the credit agreement to March 24, 2024. Fourthly, introduced a 1.5% reduction of the interest rate upon us achieving three consecutive months of positive earnings before depreciation and amortization. Compared to the TD Prime + 8.05% we currently incur. All other terms of the credit agreement not specifically amended will remain the same as before. In consideration for this fourth amendment, the company issued the lender 7 million warrants to purchase common shares at $0.095 per common share for a period of 60 months. With the share consolidation that took place on November the 8th, this is effectively 700,000 warrants at a price of $0.95 per share. This amendment demonstrates the continuing support of our lender and their favorable view of the BZAM transaction. In closing, the momentum that TGOD has had over the nine months of September has created additional opportunities and the platform for the BZAM transaction, which, on a pro forma basis, approximately doubles the revenue and assets base. We will continue to focus on revenue generation while maintaining the cost control to drive the new combined entity towards profitability in 2023. With that, I will hand the call back to Matt. Thanks, Sean. Before we move to the Q&A, we are very pleased to give a quick update on our progress since closing the BZAM-TGOD transaction earlier this month. I think in our initial preview of the transaction, we talked about achieving at least CAD 10 million in annualized savings across the combined company. We're happy to report that in the last few weeks since closing, we have already locked in nearly CAD 8 million of those savings. Based on this, we are pretty confident about meeting or exceeding our initial goal. In terms of revenue for Q4, we'll only be including BZAM for part of the quarter on an accounting basis, given when the closing occurred. On a pro forma combined basis for the full Q4 this year, we are on track to do CAD 22 million-CAD 23 million of net revenue, which sets us up nicely to reach and pass our goal of at least CAD 100 million of net revenue for 2023. In conjunction with the cost synergies we've already implemented and will continue to push forward, puts us well on the path to our EBITDA and free cash flow goals for 2023. Collectively, we have a number of exciting new SKUs already teed up to hit the market in Q1. We are really looking forward to finishing up a nice Q4 and getting off on the right foot next year. I would like to thank our employees for their continued hard work and our shareholders for their continued support. Joanna, we are ready to take questions. Thank you. Ladies and gentlemen, we will now begin the question and answer session. If you have a question, please press star followed by the one on your touch-tone phone. You will hear a three-tone prompt acknowledging your request, and your questions are pulled in the order they are received. If you are on speakerphone, please lift the handset before pressing any keys. First question comes from Michael Freeman at Raymond James. Please go ahead. Good morning, Matt. Good morning, Sean. Thanks so much for taking our questions today. Congratulations on your quick work recognizing cost savings. I wonder if you could describe the areas in which you've already executed these cost savings to the tune of about CAD 8 million annualized and those areas that you have yet to execute on to achieve that target of 10 or more. That's a great question, Michael. For example, and I think we previewed some of this there, you know, there's some savings readily available by combining the sort of duplicative sales force from each company. We put that in motion right away. Some of the, you know, SG&A or the G&A savings in terms of head count, we implemented right away. We've already locked in some good progress with the migration of the facility in Quebec from Salaberry-de-Valleyfield to a new facility. Those are kind of the highlights. There's other stuff that adds up. You know, smaller stuff that adds up. We've already got a sight line on the remainder that's gonna push us to where we're aiming for. Could you provide some detail on, like, what might make up the remainder of cost savings? I'll defer to Sean on that. I just, I'm not sure what makes sense to disclose at this moment, so I think I'll defer to Sean there. Sure. Yeah. Yeah. Thanks. Thanks, Michael. I mean, aside from, you know, the items that, you know, Matt mentioned in terms of, you know, saving CAD 2 million on day one for, you know, removing our sales agent and going with our own internal sales force. When we look at some of the ones going forward, there's potential synergies and cost amounts that can be saved directly on two COGS items. One is the use of distillate that BZAM gets from its outdoor grow and gets in a very cost much reduced cost basis than what we can get on the TGOD side for our input into our hash and our edibles, the wild edibles. There's about CAD 750,000 to CAD 1 million of cost saving there from the distillate. On the other side, we have increased our yields in Ancaster quite dramatically, and the cultivation from our harvest in Valleyfield have been higher than expected as well. Such that even with our growing revenue base forecast for 2023, we still expect to have about 2,000 kilos of flower available to be able to provide into the brands, TABLE TOP and ness and some of the others from the BZAM brand side, which reduces their cost base as well. We're producing at a cash direct cost per gram of about CAD 0.45 and a fully loaded cost per gram, just under CAD 0.80 per gram, which is much cheaper than the inputs for the third party grown supplied flower that BZAM has been using. There's, again, about another CAD 750,000 available to be sold safe there. Beyond that, there's the savings on the combined basis on insurance, on audit fees and legal fees, just from general administrative consulting costs that are used going forward in there, which can generate probably about another CAD 1.5 million to CAD 2 million in savings through next year as well as we work through them. All right. Thanks, Sean. That's extremely helpful. Now I wonder if there has been any progress made since closing the deal, I know this didn't happen so long ago. Of the two companies recognizing cross-selling potential, taking advantage of each respective company's strength in specific geographies where the individual companies may not have been strong before, have you made any headway there or do you have plans to in the near future? Yeah. In fact, we have made headway there. I think you'll start to see the fruits of that in the next. Not too long, two months. It's just as you know, there's a process, right. In terms of getting a listing at a provincial board, and then there's the, you know, onboarding of that new SKU. There's just this process to get through. Yeah, it's definitely underway, and you're gonna probably start to see some of these products in market in the next two months. Okay. Terrific. If you would indulge just one more, and maybe I'll point this to Sean since it relates specifically to TGOD. You mentioned on the gross margin. Well, I noticed two things. Looking at the sequential revenues over the last three quarters, we see those stepping down over, you know, over those last three periods. Then, you mentioned, you know, these provisions that were recognized in this, in the current quarter's earnings that caused the sort of direct gross margin to be very small. I guess if you could highlight some. Give us some background on that sort of, that decreasing revenue profile, and then if you could help me understand if there will be provisions like the current quarter in, during the next few quarters as it relates specifically to TGOD. Okay. first off, I would note there's not a decreasing revenue trend. It was just the just the quarter Q3. It's been increasing Q, you know, for the previous six quarters before that. As we get to Q4, as Matt mentioned, we will be back to the levels we had in Q2. Just noting that, Michael. Yeah. I'm sorry. I'm looking at that now. Yeah. I was trying to stay. Yeah. Yeah. Yeah. The Q3 was, you know, really driven by a loading on the new SKUs in June that, and there's a few less of an order in July, the strikes in BC, Quebec, and the OCS cyber issues which shut down, basically shut down ordering for about three weeks through August. Took a while to get that back up to normal levels, which they are now for October and November. On the cost side, with those inventory provisions, the main two items in that inventory provision on the TGOD side, we had some older strains, Skunk H and LA Con. We had a significant amount of flower of that we were holding and looking to consider to put into capsules or tinctures or oils. As we developed through that and went through it, we noted, you know, there really isn't a strong enough market for that. You know, as we, as we looked into it's not, it's not suitable flower necessarily, for the, for the type of THC levels and stuff that we needed to be able to go into our hash. With the BZAM-TGOD transaction happening and the quality of the distillate they have, it came to the point and said, "Let's just, you know, get to a clean start here and take a full look at all that all the kind of flower that isn't gonna go into capsules and tinctures, and we'll just write that down." That was the first part. The second part was really a valuation and the fair value adjustment we talked about there related to trim. Now we've collected a lot of trim from the higher yields that we have. Frankly, the cost allocation towards that was being allocated on a similar basis to buds and flower, which really doesn't reflect the proper value of the trim itself 'cause it doesn't have that kind of resale value. From a cost basis, again, it goes into, you know, a part of the ingredient for hash and other products. In that regard, we just changed the value of that. As we go forward into Q4 and beyond, any trim used will obviously be at a lower cost. There's a little bit of a change obviously on the actual COGS in the quarter because of that change in fair value on the products and particularly on the trim. That'll be basically spread out and allocated as we go forward now with a more reflective valuation applied to trim as it's used going forward. On the TGOD side, we do not expect any further provisions necessary. Okay. Well, thank you very much, and I'm looking forward to following this combined story. Great. Thank you, Michael. Thank you. Next question comes from Tamy Chen at B. Riley Capital Markets. Please go ahead. Hi. Good morning. Thanks for taking my question. First, I wanted to ask on BZAM. I know you laid out there's some synergies in the cost line, which all makes sense. I'm curious, the BZAM business as it stands now, is there anything you can say to give us a sense of what the business's gross margin is like? Is it accretive to TGOD's current margin or similar to TGOD's? I'll let Sean take that question because I think it gets pretty complicated in terms of blending them together as we go forward, while we're also implementing the savings on the COGS side. I mean, it's all going in the right direction. I'll let Sean take that. Yeah. Some of the for Q4 obviously with the some of the synergy actions we've taken in terms of layoffs and rationalizations of some of the operations, you will see a few charges in Q4 or some charges in Q4 related to that, which, you know, lock in that CAD 8 million of go forward annualized savings that Matt mentioned. On the gross margin basis, historically, and again, if you look at the BAR that was filed, you'll see that BZAM's margins look different to TGOD's on a standalone basis. That's due to really an allocation of how we've allocated stuff between COGS and SG&A as being different to TGOD. As we bring that together through Q4 going forward into 2023, we're looking at a combined gross margin north of 30%. That's what we're expecting to achieve, from Q1 onwards. Got it. Okay. sorry, Sean, did you say the BAR? Has that been filed already at this point or- Yes. Yes. No, it has been filed. Okay, great. Okay, I'll take a look at that. Okay. Last question from me is, wanted to talk about the balance sheet and just liquidity. By my model, it seems like you'll need some additional cash infusion very shortly. I don't know if you agree with that. If that is the case, do you mind just updating us? I know you had the amendment on the, on your credit facility, but, you know, in terms of sources of financing, should you need more soon, what are your different options? Thank you. Thanks, Tamy. There's actually a couple of things that are relevant in the subsequent events note from Q3. I mean, there was, you know, cash and restricted cash of CAD 3 million on the TGOD side. BZAM itself had a couple of million CAD of cash on its balance sheet. In addition, the BZAM shareholder injected a CAD 2.2 million promissory note in October into the combined TGOD entity. Because of the fourth amendment and the BZAM collateral being brought in, it gives us access to another CAD 3.5 million-CAD 4 million. I think it's CAD 3.8 million effective September 30th, if we put it that basis. Basically another $4 million to really use the full $34 million facility. All in when you took a look at the transaction over and above what was on the balance sheet of TGOD, you're adding, you know, $2 million to the of the balance sheet, another $2 million that came in from the shareholder, and another $4 million that's come in from the credit facility. That extra $8 million on a combined basis puts us in good stead as we go through Q1 at least on a combined basis. As Matt mentioned, and as we've done with these cost savings from Q1 onwards, we start to look at positive EBITDA. If there's any particular items or opportunities that we look at to kind of accelerate some of the cost savings or accelerate some of the growth and marketing efforts to increase sales, then we'll look at potential options there. One potential option, frankly is, we have been in discussions with a major bank to replace our existing facility once we hit positive EBITDA with a more normal term loan facility in the kind of CAD 40 million range, which add a more normal interest rate around 8%, 9% as well. There is that options. We also have the continuing support of the BZAM shareholder who has vocalized that should we need to do anything on the equity side, you'd be interested in participating. Got it. Okay. Thank you. Thank you. Next question comes from John Hoyt, an investor. Please go ahead. Good morning, gentlemen. How are you? Great. Thanks, John. I'm a shareholder from the United States, and many of my friends own shares in your company. For the last few quarters, I have heard things about sales in Germany. I heard possibly sales in New Zealand, possibly sales in Mexico, possible sales in Australia. I don't hear anything. It seems like every time I listen to these conference calls, and I've listened to many of them, everything sounds so rosy and pretty and everything, but it's the same sheet of music. When is the stock price gonna get off of CAD 0.05 a share? You did a reverse with fake computers off the market. It's still basically CAD 0.05 a share. Me and many of my friends invested a lot of money in this company, and we're losing a lot of money. You have to get the revenues up. How are you gonna do it? That's your CEO and people in the company. You know what it is, gentlemen? It's the same sheet of music every quarter. I'm getting tired of hearing the same songs. Help me out here when we're gonna get the price of the stock up. Thank you. Let's see. I mean, we have a really good plan going into 2023. You've been on track for three years now. First off, Happy Thanksgiving from the U.S. You too. Secondly, John, as you said, there's been an increase in revenue on six consecutive quarters other than this one quarter here. I understand the frustration in the cannabis market as a whole. I think the actual HMMJ or the cannabis index has dropped by 90% over the last two years across the industry. There has been an, you know, an exit of retail support for the space completely, which has kind of impacted the stock prices across the industry. TGOD has kind of held its own this year, which is encouraging. I think that primarily is because of the reflection of the day, you know, maybe because of the low price it is, but also I think because of the revenue increases and because the costs haven't escalated. You're absolutely right that the source to going beyond that is achieving positive EBITDA. We've been getting closer and closer on a TGOD standalone basis, and BZAM equally has been on the same kind of trajectory, and that's one of the nice things about it. We're both on the same trajectory growth path on a revenue basis, but we've both been maintaining cost discipline. With that, it is necessary though to have a larger revenue base to cover that kind of fixed cost requirements to operate in the public cannabis space and to have the proper right sizing of revenue to cover those assets bases, asset base. This transaction with the BZAM, I think achieves that. Frankly, it's the perfect marriage. It puts us in the top five. We said top six in the press release, for October, with the sales growth that's happening now from October compared to September and the Q3 was, we're actually top five LP in market share in Canada. We will be only the second or, by the year end, given some of the progress and one of the other ones will be only the third LP that will be EBITDA positive in 2023 or is on clear track for that. I think that's the positive nature of doing that. All the LPs across this industry, there's way too many LPs, both in the U.S. as well as in Canada in particular, and there needs to be some attrition there or consolidation, or some of them will just fall by the wayside who don't have the support, from their lenders or from their shareholders. I think this transaction demonstrates that we do have the support of the lender, and we do have the support of a significant shareholder that puts us in position to be able to execute and build up that revenue base to lead a pro-profitable EBITDA. At the end of the day, that leads to finally the market clearing out and the survivors not just surviving, but thriving. It has been a long journey. I understand that and certainly acknowledge that. As it was in the, you know, tech bubble sector through 98 to 2022 until it started to turn around and had the survivors. I think, you know, we're starting to see that now in the cannabis space and makes us very kind of excited for about 2023 because we now have the asset base right size. We now have a revenue potential and the revenue base to cover those costs and with the savings, really achieve the EBITDA. On the international side, I just wanna touch base. Mexico, I think in the last call, last couple of calls, we have said there's been lots of delays in Mexico because of the regulatory holdups there and the regulator Mexico really hasn't been able to move forward. As such, we are, you know, halting our activities in Mexico and allowing our joint venture partner there to continue on their own because we haven't sunk any more money into Mexico this year because of the regulatory standstill. On the German side, we've signed two distribution agreements for delivery into Germany. We are just waiting for the final rubber stamp on our EU GMP certification for Ancaster. The inspector made his final visit at the very end of August. Any day now, we're expecting the final report to get that release. Then we will be able to sell into Germany in the new year as well. I... You know, hopefully that, you know, gives you some optimism, John, that this transaction really is the transformational one that enables us to continue the growth that we were having on both sides, both BZAM and TGOD, but also put it in a combined entity that has the revenue base really to demonstrate that positive EBITDA, which will then lead to some upward momentum in the share price going forward. Okay, very good. Thank you very much, Sean. I'm sorry to get a little upset. Like you say, I'd love to see you succeed as a company. It looks like you guys are on the right track. Well, by the way, why don't you gentlemen start buying your own shares back at CAD 5.50 a share? Are you allowed to do that? Give the public and give your shareholders some confidence that at least the executives of the company are buying back stock at such a cheap price. I never see any of you guys buying back your own stock. I think that would be nice for the shareholders to see if you guys possibly could buy some of your own shares back at such a cheap price. Gentlemen, have a wonderful thank your families and a merry Christmas, and I'm pulling for you guys. As I say, I'm losing a lot of money and so a lot of bucks in this space. We wanna see you succeed, and we think you will. Thank you for your time. Thank you, John. Thank you. At this time, there are no further questions. You may proceed. With that, you know, again, thank you for all shareholders joining us today. I'll just pass over to Matt to say final thanks and. Yeah. Thanks, Sean. Word. Thanks, Sean. Thank you all for joining. For those of you joining from U.S., Happy Thanksgiving. You know, we're, we really are excited, and I appreciate the last question. We really are excited about what we're doing in Q4 and what we're looking forward to in 2023. With that, we'll get back to work. Thank you, ladies and gentlemen. This concludes your conference call for today. We thank you for participating, and we ask that you please disconnect your lines