SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform
Act of 1995, Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and is subject to the safe
harbor created by those sections. This prospectus supplement also contains forward-looking information within the meaning of applicable Canadian securities law. We refer to such forward-looking statements and forward-looking information
collectively as forward-looking statements. Forward-looking statements may relate to the Companys future outlook or financial position and anticipated events or results and may include statements regarding the financial position,
business strategy, budgets, expansion plans, litigation, projected production, projected costs, capital expenditures, financial results, taxes, plans and objectives of or involving the Company, as well as statements regarding the future outlook,
business and financial position of Balanced Health and the effect that the Acquisition is expected to have on the Companys net income. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for
the Company, the greenhouse vegetable and produce industry, the cannabis industry or the CBD industry are forward-looking statements. In some cases, forward-looking information can be identified by such terms as outlook, may,
might, will, could, should, would, occur, expect, plan, anticipate, believe, intend, try,
estimate, predict, potential, continue, likely, schedule, objectives, or the negative or grammatical variation thereof or other similar expressions concerning
matters that are not historical facts. The forward-looking statements in this prospectus supplement are subject to risks that may include, but are not limited to: risks associated with produce industry and our operations therein, our limited
operating history in other areas, including that of Balanced Health and our international equity interests, as well as related to Pure Sunfarms Corp. (Pure Sunfarms) and our operations of growing hemp in the United States; the
legal status of Balanced Health and Pure Sunfarms CBD and cannabis business respectively; risks relating to obtaining additional financing, including our dependence upon credit facilities; potential difficulties in achieving and/or maintaining
profitability; variability of product pricing; risks inherent in the cannabis, cannabinoids, CBD, hemp and agricultural businesses; risks related to the market position of Balanced Health and Pure Sunfarms and our ability to leverage current
business relationships for future business involving hemp and cannabinoids; the ability of Pure Sunfarms to cultivate and distribute cannabis in Canada; existing and new governmental regulations, including risks related to regulatory compliance and
licenses under the Canadian Cannabis Act, S.C. 2018, c. 16 (Canada) for its Delta greenhouse facilities, and changes in our regulatory requirements; risks related to rules and regulations at the U.S. federal (Food and Drug Administration and
United States Department of Agriculture), state and municipal levels with respect to produce and commercialize, hemp and cannabidiol-based products; retail consolidation, technological advances and other forms of competition; transportation
disruptions; product liability and other potential litigation; retention of key executives; labor issues; uninsured and underinsured losses; vulnerability to rising energy costs; environmental, health and safety risks, foreign exchange exposure,
risks associated with cross-border trade; difficulties in managing our growth; restrictive covenants under our credit facilities; natural catastrophes; the ongoing and developing COVID-19 pandemic; the tomato
brown-rugose virus; and tax risks.
The Company has based these forward-looking statements on factors and assumptions about future events
and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. Although the forward-looking statements contained in this prospectus supplement are based upon assumptions that
management believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known
and unknown risks and uncertainties, many of which are beyond the Companys control, that may cause the Companys or the industrys actual results, performance, achievements, prospects and opportunities in future periods to differ
materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the factors contained in the Companys filings with securities regulators, including this prospectus
supplement. In particular, we caution you that our forward-looking statements are subject to the ongoing and developing circumstances related to the COVID-19 pandemic, which may have a material adverse effect
on our business, operations and future financial results.
S-iii