18.  SUBSEQUENT EVENTS

On October 6th, 2023 the Company repurchased all of the $22,157 aggregate principal amount of outstanding Senior Secured Convertible Debentures (“Debentures”) together with the related warrants to purchase 10,627,483 subordinate voting shares of the Company and 4,324,845 common shares of Indus which have been cancelled. Share amounts reflect the 1 for 10 reverse stock split effective August 31, 2023. A total of 6,849,572 shares of the Company were issued to holders based on the proportion of the outstanding Debentures held by such holder, of (x) membership interests in LF Brandco LLC (“Brandco”), an entity formed to hold the Company’s intellectual property relating to its “Lowell Smokes” and “Lowell Herb Co.” brands (including trademarks, logos and additional identifying marks, domain names and social media accounts). During the three months ended September 30, 2023, the Company recognized $13,743 of impairment on the intangible brand assets. The Company will continue to evaluate the Company’s long lived assets for indicators of future impairment as a result of the transaction.

              The Company has entered into a license agreement with Brandco for the “Lowell” trademarks, logos, and related intellectual property on an exclusive basis in the State of California for a five-year license term, with up to three five-year extensions. The Company’s exercise of the extension terms is subject to mutual agreement on certain sales performance criteria for each extension term.

The transaction is considered to be a “related party transaction” because insiders of the Company hold Debentures and Warrants.

The Company has evaluated other potential subsequent events through November 13, 2023, the date the unaudited financial statements were available to be issued. No material subsequent events were identified.