Organigram (OGI) - 2025 Q3 - Quarterly Report

Condensed Consolidated Interim Statements of Financial Position This statement presents the company's financial position, detailing assets, liabilities, and equity at specific interim dates | ASSETS (CDN $000's) | JUNE 30, 2025 | SEPTEMBER 30, 2024 | | :--------------------------------- | :------------ | :----------------- | | Current assets | 277,783 | 262,219 | | Property, plant and equipment | 123,537 | 96,231 | | Intangible assets | 53,283 | 8,092 | | Goodwill | 49,796 | — | | Other financial assets | 51,915 | 40,727 | | Total Assets | 564,615 | 407,860 | | LIABILITIES (CDN $000's) | | | | Current liabilities | 107,275 | 53,322 | | Total Liabilities | 179,119 | 101,871 | | SHAREHOLDERS' EQUITY (CDN $000's) | | | | Share capital | 918,418 | 852,891 | | Accumulated deficit | (570,763) | (583,968) | | Total Shareholders' Equity | 385,496 | 305,989 | | Total Liabilities & Equity | 564,615 | 407,860 | - Total assets increased by approximately CDN $156.75 million from September 30, 2024, to June 30, 2025, primarily driven by increases in property, plant and equipment, intangible assets, and the recognition of goodwill[3] - Total liabilities significantly increased from CDN $101.87 million to CDN $179.12 million, with current liabilities nearly doubling[3] - Shareholders' equity grew by approximately CDN $79.5 million, largely due to an increase in share capital and a reduction in accumulated deficit[3] Condensed Consolidated Interim Statements of Operations and Comprehensive (Loss) Income This statement outlines the company's financial performance, including revenue, expenses, and net loss or income over interim periods | Metric (CDN $000's) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Gross revenue | 110,205 | 63,605 | 279,774 | 177,300 | | Net revenue | 70,792 | 41,060 | 179,122 | 115,143 | | Gross margin | 26,146 | 14,008 | 58,378 | 30,308 | | Total operating expenses | 28,251 | 18,635 | 74,867 | 65,421 | | Loss from operations | (2,105) | (4,627) | (16,489) | (35,113) | | Net (loss) income | (6,294) | 2,818 | 13,205 | (40,007) | | Comprehensive (loss) income | (6,081) | 2,813 | 13,220 | (40,197) | | Net (loss) earnings per common share, basic | (0.047) | 0.027 | 0.105 | (0.385) | - Net revenue for the three months ended June 30, 2025, increased by 72.4% year-over-year to CDN $70,792 thousand, and for the nine months, it increased by 55.6% to CDN $179,122 thousand[4] - The company reported a net loss of CDN $6,294 thousand for the three months ended June 30, 2025, compared to a net income of CDN $2,818 thousand in the prior year period[4] - For the nine months, it achieved a net income of CDN $13,205 thousand, a significant improvement from a CDN $40,007 thousand loss in the previous year[4] - Loss from operations decreased for both the three-month and nine-month periods, indicating improved operational efficiency despite increased expenses[4] Condensed Consolidated Interim Statements of Changes in Equity This statement details the changes in the company's equity components, such as share capital and accumulated deficit, over interim periods | Equity Component (CDN $000's) | Balance - October 1, 2024 | Shares issued related to business combination | Private placement | Share-based compensation | Net income | Other comprehensive income | Balance - June 30, 2025 | | :------------------------------ | :------------------------ | :-------------------------------------------- | :---------------- | :----------------------- | :--------- | :------------------------- | :---------------------- | | Share Capital | 852,891 | 39,050 | 23,963 | — | — | — | 918,418 | | Equity Reserves | 37,129 | — | — | 3,270 | — | — | 37,889 | | Accumulated Deficit | (583,968) | — | — | — | 13,205 | — | (570,763) | | Shareholders' Equity | 305,989 | 39,050 | 23,963 | 3,270 | 13,205 | 15 | 385,496 | - Shareholders' equity increased from CDN $305,989 thousand at October 1, 2024, to CDN $385,496 thousand at June 30, 2025, primarily driven by share issuances related to business combinations and private placements, as well as net income[6] - Share capital increased by CDN $65,527 thousand, reflecting new shares issued for the Motif acquisition and the Follow-on BAT Investment[6][59][60] - The accumulated deficit decreased by CDN $13,205 thousand, moving from a deficit of CDN $583,968 thousand to CDN $570,763 thousand, reflecting the net income achieved during the nine-month period[6] Condensed Consolidated Interim Statements of Cash Flows This statement summarizes the cash inflows and outflows from operating, investing, and financing activities during interim periods | Activity (CDN $000's) | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------ | :------------------------------ | | Net cash used in operating activities | (6,139) | (5,021) | | Net cash provided by financing activities | 39,898 | 66,768 | | Net cash used in investing activities | (81,280) | (24,808) | | (Decrease) Increase in cash and restricted cash | (47,574) | 36,939 | | Cash and restricted cash, end of period | 85,031 | 88,696 | - Net cash used in operating activities increased slightly to CDN $6,139 thousand for the nine months ended June 30, 2025, from CDN $5,021 thousand in the prior year[8] - Net cash provided by financing activities decreased significantly to CDN $39,898 thousand in 2025 from CDN $66,768 thousand in 2024, primarily due to lower proceeds from private placements and unit financing[8] - Net cash used in investing activities substantially increased to CDN $81,280 thousand in 2025 from CDN $24,808 thousand in 2024, largely driven by the acquisition of a subsidiary (Motif) and increased purchases of property, plant and equipment[8] - The company experienced a decrease of CDN $47,574 thousand in cash and restricted cash for the nine months ended June 30, 2025, resulting in an end-of-period balance of CDN $85,031 thousand[8] Notes to the Condensed Consolidated Interim Financial Statements These notes provide detailed explanations and disclosures supporting the condensed consolidated interim financial statements 1. Nature of Operations Organigram Global Inc. is a publicly traded Canadian cannabis company operating through subsidiaries, with a recent name change and strategic amalgamations - The Company changed its name from "Organigram Holdings Inc." to "Organigram Global Inc." on March 31, 2025, after shareholder and regulatory approvals[10][11] - Key wholly-owned subsidiaries include Organigram Inc. (a licensed cannabis producer in Canada), Collective Project Limited (CPL, a cannabis beverage brand), and Organigram USA Inc[12] - Organigram Inc. amalgamated with The Edibles and Infusions Corporation (EIC) and Laurentian Organic Inc. on October 1, 2023, and with Motif Labs Ltd. (Motif) on April 1, 2025, continuing as a single corporation[13][14] 2. Basis of Preparation These interim financial statements are prepared in accordance with IAS 34 and IFRS, using a historical cost basis with certain fair value measurements and consolidated accounts i. Statement of compliance The interim financial statements adhere to IAS 34 Interim Financial Reporting and should be read with the audited annual statements prepared under IFRS - The interim financial statements are prepared in accordance with International Accounting Standard (IAS 34) Interim Financial Reporting as issued by the International Accounting Standards Board (IASB)[15] - They should be read in conjunction with the audited consolidated financial statements for the year ended September 30, 2024, which were prepared under International Financial Reporting Standards (IFRS)[15] ii. Basis of measurement The interim financial statements are primarily prepared on a historical cost basis, with specific assets and liabilities measured at fair value - The interim financial statements are prepared on a historical cost basis, except for biological assets, share-based compensation, contingent share consideration, short-term investments, preferred shares, other financial assets, and derivative liabilities, which are measured at fair value[17] iii. Basis of consolidation The interim financial statements consolidate the accounts of the Company and its subsidiaries, with intercompany transactions eliminated and associates accounted for using the equity method - The interim financial statements include the accounts of the Company and its subsidiaries on a consolidated basis, eliminating intercompany transactions and balances[19] - Investments in associates are accounted for using the equity method[21] iv. Foreign currency translation The financial statements are presented in Canadian dollars, which serves as the functional currency for most entities, with exceptions for OGI USA and Alpha-Cannabis Pharma GmbH - The financial statements are presented in Canadian dollars, which is the functional currency for most entities, except for OGI USA (United States dollars) and Alpha-Cannabis Pharma GmbH (Euros)[22] 3. Material Accounting Policies The Company's accounting policies are consistent with its Annual Consolidated Financial Statements, with critical estimates for business combinations relying on future performance assumptions - Accounting policies are consistent with Annual Consolidated Financial Statements, with recent amendments to IAS 1, IFRS 16, IAS 7, and IFRS 7 having no material impact[23][24][25][27] - Critical accounting estimates and judgments include valuation analysis for business combinations, specifically determining the fair value of acquired identifiable assets, liabilities, and contingent share consideration[28][29] - Valuations for business combinations are highly dependent on management's assumptions regarding future performance and discount rates[29] 4. Restricted Cash Restricted cash balances increased to CDN $49,155 thousand, contractually limited for specific uses under agreements with BT DE Investments Inc., with a temporary unrestricted portion | Metric (CDN $000's) | June 30, 2025 | September 30, 2024 | | :------------------ | :------------ | :----------------- | | Restricted cash | 49,155 | 25,860 | - Restricted cash balances represent proceeds from product development collaboration and subscription agreements with BT DE Investments Inc. (BAT), subject to contractual use limitations[31] - The Company gained temporary access to CDN $10 million of previously restricted funds for general purposes through November 8, 2026, due to a waiver from BAT[32] 5. Accounts and Other Receivables Accounts and other receivables increased to CDN $57,547 thousand, primarily due to higher gross trade receivables, partially offset by increased expected credit losses | Metric (CDN $000's) | June 30, 2025 | September 30, 2024 | | :-------------------------- | :------------ | :----------------- | | Gross trade receivables | 62,040 | 37,851 | | Less: reserves for product returns and price adjustments | (598) | (501) | | Less: expected credit losses | (4,872) | (4,695) | | Trade receivables | 56,570 | 32,655 | | Receivable from related party | 541 | 3,169 | | Other receivables | 310 | 816 | | Total | 57,547 | 37,153 | - Gross trade receivables increased by CDN $24,189 thousand, while expected credit losses also rose by CDN $177 thousand[33] - Receivable from related party decreased significantly from CDN $3,169 thousand to CDN $541 thousand[33] 6. Biological Assets Biological assets, measured at fair value less costs to sell, increased to CDN $16,123 thousand, influenced by unrealized gains and production costs, offset by transfers to inventory - Biological assets are measured at fair value less costs to sell up to the point of harvest[34] | Metric (CDN $000's) | September 30, 2024 | Unrealized gain on changes in fair value | Production costs capitalized | Transfer to inventory upon harvest | June 30, 2025 | | :------------------ | :----------------- | :--------------------------------------- | :--------------------------- | :--------------------------------- | :------------ | | Biological Assets | 15,173 | 43,772 | 30,336 | (73,158) | 16,123 | - Expected harvest yield increased to 31,295 kg at June 30, 2025, from 28,889 kg at September 30, 2024[37] | Significant Inputs & Assumptions | June 30, 2025 | September 30, 2024 | | :------------------------------- | :------------ | :----------------- | | Average selling price per gram (excluding trim) | $1.80 | $1.59 | | Expected average yield per plant | 174 grams | 187 grams | 7. Inventories Total inventories increased to CDN $109,063 thousand, with significant growth in dry cannabis and formulated extracts, reflecting increased sales volume and cost of sales | Inventory Category (CDN $000's) | June 30, 2025 | September 30, 2024 | | :------------------------------ | :------------ | :----------------- | | Plants in drying stage | 3,468 | 3,615 | | Dry cannabis available for packaging | 43,191 | 22,629 | | Packaged inventory | 6,326 | 5,790 | | Flower and trim available for extraction | 2,430 | 3,304 | | Concentrated extract | 11,050 | 11,116 | | Formulated extracts available for packaging | 25,688 | 8,049 | | Packaged inventory | 6,441 | 3,485 | | Packaging and supplies | 10,469 | 9,363 | | Total Inventories | 109,063 | 67,351 | - Inventory expensed in cost of sales for the nine months ended June 30, 2025, was CDN $106,526 thousand, a significant increase from CDN $64,628 thousand in the prior year[40] - Inventory provisions and waste for the nine months ended June 30, 2025, decreased to CDN $5,099 thousand from CDN $6,990 thousand in the prior year[40] - Realized fair value on inventories sold and other inventory charges for the nine months ended June 30, 2025, increased to CDN $41,719 thousand from CDN $36,713 thousand[41] 8. Property, Plant and Equipment The net book value of property, plant and equipment significantly increased to CDN $123,537 thousand, driven by acquisitions through business combinations and additional capital expenditures | Category (CDN $000's) | September 30, 2024 (Net Book Value) | Acquisitions through business combinations | Additions | Depreciation | June 30, 2025 (Net Book Value) | | :-------------------- | :---------------------------------- | :----------------------------------------- | :-------- | :----------- | :----------------------------- | | Land | 1,984 | — | — | — | 1,984 | | Buildings | 56,592 | — | 772 | (2,254) | 55,110 | | Growing & Processing Equipment | 31,368 | 7,596 | 2,097 | (4,049) | 37,012 | | Leasehold Improvements | 140 | 10,383 | 214 | (757) | 9,980 | | Right-of-Use Assets | 3,225 | 5,744 | — | (836) | 8,133 | | Total | 96,231 | 25,608 | 10,381| (8,683) | 123,537 | - Total additions to property, plant, and equipment (including right-of-use lease assets) for the nine months ended June 30, 2025, were CDN $35,989 thousand, significantly higher than CDN $2,679 thousand in the prior year[43] - Purchases of property, plant and equipment, as per cash flow statements, were CDN $17,786 thousand for the nine months ended June 30, 2025, compared to CDN $2,921 thousand in the prior year[43] 9. Intangible Assets and Goodwill Intangible assets and goodwill substantially increased to CDN $53,283 thousand and CDN $49,796 thousand respectively, primarily due to acquisitions through business combinations | Category (CDN $000's) | September 30, 2024 (Net Book Value) | Acquisitions through business combinations | Amortization | June 30, 2025 (Net Book Value) | | :-------------------- | :---------------------------------- | :----------------------------------------- | :----------- | :----------------------------- | | License Agreements | 5,897 | — | (1,593) | 4,331 | | Brands | 2,020 | 43,506 | (2,017) | 43,509 | | Computer Software | — | 130 | (8) | 122 | | Non-Compete Agreement | 175 | — | (88) | 87 | | Customer Relationship | — | 5,860 | (626) | 5,234 | | Total Intangible Assets | 8,092 | 49,496 | (4,332) | 53,283 | | Goodwill | — | 49,796 | — | 49,796 | - The significant increase in intangible assets and the recognition of goodwill are primarily attributable to the Motif and CPL acquisitions (Note 21)[44][109][117] 10. Other Financial Assets Other financial assets increased to CDN $51,915 thousand, mainly due to fair value changes in secured convertible loans and common shares, particularly for Phylos Bioscience Inc. and Sanity Group GmbH | Entity | Asset Type | September 30, 2024 (CDN $000's) | Fair Value Changes (CDN $000's) | June 30, 2025 (CDN $000's) | | :-------------------------------- | :-------------------- | :------------------------------ | :------------------------------ | :------------------------- | | Weekend Holdings Corp. ("WHC") | Preferred shares | 5,441 | 15 | 5,456 | | Phylos Bioscience Inc. ("Phylos") | Secured convertible loan | 9,285 | 5,306 | 14,591 | | Steady State LLC (d/b/a Open Book Extracts) ("OBX") | Convertible loan | 2,881 | 263 | 3,144 | | Sanity Group GmbH ("Sanity Group") | Convertible loan | 19,153 | 5,118 | 24,271 | | Sanity Group | Common shares | 3,967 | 486 | 4,453 | | Total | | 40,727 | 11,188 | 51,915 | - The fair value of the secured convertible loan to Phylos increased by CDN $5,306 thousand, and the convertible loan to Sanity Group increased by CDN $5,118 thousand[46] 11. Derivative Liabilities Derivative liabilities decreased to CDN $12,042 thousand, primarily due to a reduction in warrant liabilities and derecognition of preferred share commitments, partially offset by Top-up Rights fair value increase i. Top-up Rights The fair value of BAT's Top-up Rights increased to CDN $9,631 thousand, resulting in a CDN $3,293 thousand fair value change for the nine months ended June 30, 2025 - The fair value of BAT's Top-up Rights increased to CDN $9,631 thousand at June 30, 2025, from CDN $6,338 thousand at September 30, 2024[49] - An increase in fair value change of CDN $3,293 thousand was recorded for the nine months ended June 30, 2025[49] | Input | June 30, 2025 | September 30, 2024 | | :-------------------------------- | :------------ | :----------------- | | Expected future volatility of Common Shares | 40.00% | 60.00% | | Expected life (years) | 0.67 | 1.41 | ii. Secured Convertible Loan Agreement The derivative liability for the commitment to fund the Phylos secured convertible loan decreased to CDN $12 thousand, reflecting a CDN $356 thousand fair value decrease - The derivative liability for the commitment to fund the remainder of the third tranche of the Phylos secured convertible loan decreased to CDN $12 thousand at June 30, 2025, from CDN $368 thousand at September 30, 2024[52] - A decrease in fair value of CDN $356 thousand was recorded for the nine months ended June 30, 2025[52] iii. Non-voting Class A preferred shares The derivative liability for Non-voting Class A preferred shares was derecognized in February 2025 upon the closing of the final tranche of the Follow-on BAT Investment, recognizing a CDN $6,937 thousand fair value gain - The derivative liability related to Non-voting Class A preferred shares was derecognized in February 2025 upon the closing of the third and final tranche of the Follow-on BAT Investment[53] - A fair value gain of CDN $6,937 thousand was recognized for the nine months ended June 30, 2025[53] iv. Warrants The derivative liability for warrants decreased to CDN $2,399 thousand, resulting in a CDN $5,373 thousand fair value decrease for the nine months ended June 30, 2025 - The derivative liability for warrants decreased to CDN $2,399 thousand at June 30, 2025, from CDN $7,772 thousand at September 30, 2024[48][54] - A decrease in fair value of CDN $5,373 thousand was recorded for the nine months ended June 30, 2025[54] | Input | June 30, 2025 | | :-------------------------------- | :------------ | | Risk free interest rate | 2.90 % | | Life of Warrants (years) | 2.76 | | Market price of Common Shares | $1.84 | | Expected future volatility of Common Shares | 72.60 % | | Fair value per Warrant | $0.54 | 12. Other Current and Long-Term Liabilities Other current and long-term liabilities significantly increased to CDN $7,829 thousand and CDN $20,898 thousand respectively, primarily due to contingent and deferred consideration from recent acquisitions | Liability (CDN $000's) | June 30, 2025 (Current) | June 30, 2025 (Long-Term) | September 30, 2024 (Current) | September 30, 2024 (Long-Term) | | :--------------------- | :---------------------- | :------------------------ | :--------------------------- | :----------------------------- | | Lease liabilities | 1,110 | 7,998 | 1,026 | 3,344 | | Contingent consideration | 5,372 | 12,900 | — | — | | Deferred consideration | 1,307 | — | — | — | | Long-term debt | 40 | — | 60 | 25 | | Total | 7,829 | 20,898 | 1,086 | 3,369 | - Contingent consideration of CDN $18,272 thousand (CDN $5,372 current, CDN $12,900 long-term) and deferred consideration of CDN $1,307 thousand were recognized, primarily from the Motif and CPL acquisitions[56][109][117] 13. Preferred Shares The fair value of Preferred Shares increased to CDN $44,804 thousand, mainly due to the issuance of 5,330,728 Preferred Shares as part of the final tranche of the Follow-on BAT Investment | Metric (CDN $000's) | June 30, 2025 | September 30, 2024 | | :------------------ | :------------ | :----------------- | | Preferred Shares | 44,804 | 31,070 | - 5,330,728 Preferred Shares were issued in February 2025 as part of the third and final tranche of the Follow-on BAT Investment, initially valued at CDN $15,053 thousand[57] - A fair value loss of CDN $9,771 thousand was recognized for the three months ended June 30, 2025, and a gain of CDN $1,319 thousand for the nine months ended June 30, 2025[58] 14. Share Capital Share capital increased significantly due to common share issuances for the Motif Labs Ltd. acquisition and the Follow-on BAT Investment, while share-based compensation charges decreased i. Issuances of share capital Share capital increased due to the issuance of 17,233,950 Common Shares for the Motif acquisition and 7,562,447 Common Shares for the Follow-on BAT Investment - 17,233,950 Common Shares were issued for the Motif Labs Ltd. acquisition on December 6, 2024, with a fair value of CDN $39,121 thousand[59][111] - 7,562,447 Common Shares were issued in February 2025 as part of the final tranche of the Follow-on BAT Investment, contributing to gross proceeds of CDN $41,520 thousand[60] - During the nine months ended June 30, 2025, 2,500 stock options, 625,676 RSUs, and 12,102 PSUs were exercised, increasing share capital by CDN $11 thousand, CDN $2,363 thousand, and CDN $140 thousand, respectively[63][64][65] ii. Share-based compensation Total share-based compensation charges decreased to CDN $3,270 thousand for the nine months ended June 30, 2025, reflecting changes in stock options, RSUs, and PSUs | Share-based Compensation (CDN $000's) | Three Months Ended June 30, 2025 | Nine Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------ | :------------------------------- | :------------------------------ | | Total charges | 1,007 | 3,270 | 2,087 | 6,089 | | Stock option plan | — | 23 | 192 | 875 | | Restricted share units (RSUs) | 725 | 2,566 | 1,763 | 4,858 | | Performance share units (PSUs) | 282 | 681 | 132 | 356 | - The estimated fair value of equity-settled RSUs granted during the nine months ended June 30, 2025, was CDN $2,713 thousand, down from CDN $6,859 thousand in the prior year[70] - The estimated fair value of equity-settled PSUs granted during the nine months ended June 30, 2025, was CDN $915 thousand, up from CDN $792 thousand in the prior year[72] 15. Related Party Transactions and Balances Key management and Board compensation decreased to CDN $6,088 thousand, primarily due to lower share-based compensation, with a receivable balance from BAT of CDN $541 thousand | Compensation (CDN $000's) | Three Months Ended June 30, 2025 | Nine Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2024 | | :------------------------ | :------------------------------- | :------------------------------ | :------------------------------- | :------------------------------ | | Salaries and bonus | 1,370 | 3,996 | 1,459 | 4,509 | | Share-based compensation | 671 | 2,092 | 1,427 | 3,814 | | Total key management compensation | 2,041 | 6,088 | 2,886 | 8,323 | - For the nine months ended June 30, 2025, BAT incurred CDN $1,997 thousand and the Company incurred CDN $4,132 thousand in direct expenses related to the product development collaboration agreement[78] - A receivable balance from BAT of CDN $541 thousand was outstanding at June 30, 2025, down from CDN $3,169 thousand at September 30, 2024[79] - The Company closed the third and final tranche of the CDN $124.6 million Follow-on BAT Investment in February 2025, issuing Common and Preferred Shares[80] 16. Capital Management The Company's total capital increased to CDN $442,382 thousand, with management continuously reviewing its capital structure to fund growth without changes to its approach | Metric (CDN $000's) | June 30, 2025 | September 30, 2024 | | :------------------ | :------------ | :----------------- | | Total Capital | 442,382 | 356,333 | - Capital is managed to fund growth, with the Board relying on management's expertise rather than quantitative return on capital criteria[82] - No changes were made to the Company's capital management approach during the period[83] 17. Fair Value of Financial Instruments and Financial Risk Factors The Company recorded a net fair value loss of CDN $21,865 thousand on financial instruments, which are classified using a three-level hierarchy, and manages credit, liquidity, and market risks i. Fair value of financial instruments Financial instruments are classified using a three-level fair value hierarchy, with many valuations relying on Level 3 unobservable inputs and complex models - Financial instruments are classified using a three-level fair value hierarchy (Level 1: quoted prices, Level 2: observable inputs, Level 3: unobservable inputs)[84][93] - Many valuations, including investments in WHC, Phylos, OBX, Sanity Group, Top-up Rights, contingent consideration, and Preferred Shares, rely on Level 3 unobservable inputs and complex models (e.g., Cox-Ross-Rubinstein binomial lattice, Monte Carlo pricing)[85][86][87][88][89][90][92][94][95] | Fair Value Changes (CDN $000's) | Three Months Ended June 30, 2025 | Nine Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------ | :------------------------------- | :------------------------------ | | Investment in Phylos | (1,787) | (5,306) | 637 | 434 | | Investment in Sanity Group (convertible loan) | (2,289) | (5,118) | — | — | | Top-up Rights | 4,835 | 3,293 | 2,249 | 3,138 | | Warrants | 373 | (5,373) | (2,546) | (2,546) | | Preferred shares | 9,771 | (1,319) | — | — | | Total | 10,795 | (21,865) | (6,909) | 6,076 | ii. Financial risk factors The Company manages credit risk through sound counterparties and security, liquidity risk by reviewing capital, and deems interest rate risk to have no material impact - Credit risk is managed by dealing with financially sound counterparties and, for certain receivables, obtaining insurance, guarantees, or security agreements[97] | Trade Receivables Aging (CDN $000's) | June 30, 2025 | September 30, 2024 | | :----------------------------------- | :------------ | :----------------- | | 0-90 days | 51,968 | 32,349 | | More than 90 days | 10,072 | 5,502 | | Gross trade receivables | 62,040 | 37,851 | | Less: Expected credit losses and reserve for product returns and price adjustments | (5,470) | (5,196) | | Net Trade Receivables | 56,570 | 32,655 | - Liquidity risk is managed by reviewing capital requirements and liquidity position, with access to capital markets for additional financing if needed[98] | Liquidity (CDN $000's) | June 30, 2025 | September 30, 2024 | | :--------------------- | :------------ | :----------------- | | Cash (unrestricted) | 35,876 | 106,745 | | Working capital | 170,508 | 208,897 | - Interest rate risk is not expected to have a material impact on the interim financial statements, with a 1% change in rates deemed insignificant[101] 18. Revenue Net revenue significantly increased for both the three and nine months ended June 30, 2025, driven by substantial growth in Canadian recreational and international wholesale business | Revenue Category (CDN $000's) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :------------------------------ | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Recreational wholesale revenue (Canadian) | 99,330 | 59,011 | 255,090 | 166,168 | | International wholesale (business to business) | 7,418 | 2,367 | 16,817 | 5,576 | | Wholesale to Licensed Producers (Canadian) | 2,767 | 1,900 | 5,971 | 4,241 | | Direct to patient medical and medical wholesale revenue (Canadian) | 606 | 325 | 1,812 | 1,219 | | Other revenue | 84 | 2 | 84 | 96 | | Gross revenue | 110,205 | 63,605 | 279,774 | 177,300 | | Excise taxes | (39,413) | (22,545) | (100,652) | (62,157) | | Net revenue | 70,792 | 41,060 | 179,122 | 115,143 | - Recreational wholesale revenue (Canadian) increased by 68.3% for the three months and 53.5% for the nine months ended June 30, 2025, compared to the prior year[103] - International wholesale revenue saw significant growth, increasing by 213.4% for the three months and 201.6% for the nine months ended June 30, 2025[103] - The Company had four customers that individually represented more than 10% of its net revenue for both the three and nine months ended June 30, 2025[104] 19. General and Administrative Expenses by Nature Total general and administrative (G&A) expenses for the nine months ended June 30, 2025, increased to CDN $41,880 thousand from CDN $35,485 thousand in the prior year. This rise was primarily driven by increases in wages and benefits, professional fees, and depreciation and amortization | Expense Category (CDN $000's) | Three Months Ended June 30, 2025 | Nine Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2024 | | :------------------------------ | :------------------------------- | :------------------------------ | :------------------------------- | :------------------------------ | | Office and general | 5,126 | 13,153 | 3,098 | 15,072 | | Wages and benefits | 5,072 | 16,338 | 3,717 | 11,650 | | Professional fees | 2,772 | 5,728 | 1,170 | 4,906 | | Depreciation and amortization | 2,248 | 5,509 | 964 | 2,889 | | Travel and accommodation | 231 | 601 | 169 | 527 | | Utilities | 231 | 551 | 161 | 441 | | Total general and administrative expenses | 15,680 | 41,880 | 9,279 | 35,485 | - Wages and benefits increased by CDN $4,688 thousand for the nine months ended June 30, 2025, reflecting higher personnel costs[106] - Professional fees more than doubled for the three months and increased by CDN $822 thousand for the nine months, indicating increased external service utilization[106] 20. Income Taxes The Company recognized a deferred tax recovery of CDN $10,009 thousand for the nine months ended June 30, 2025, primarily from temporary differences related to intangible assets and property, plant and equipment acquired in the Motif and CPL acquisitions. This includes a CDN $8,759 thousand recovery offsetting a previously recognized deferred tax liability from the Motif acquisition - A deferred tax recovery of CDN $10,009 thousand was recognized for the nine months ended June 30, 2025, compared to CDN $30 thousand in the prior year[4][108] - The recovery primarily arises from temporary differences related to intangible assets and property, plant and equipment acquired in the Motif and CPL acquisitions[108] - CDN $8,759 thousand of the deferred tax recovery offsets a previously recognized deferred tax liability associated with the Motif acquisition[108] 21. Acquisition of Subsidiaries The Company completed two significant acquisitions: Motif Labs Ltd. on December 6, 2024, for CDN $90 million (CDN $50 million cash, CDN $40 million shares, plus contingent consideration), and Collective Project Limited (CPL) on March 31, 2025, for CDN $6 million cash plus up to CDN $24 million in contingent consideration. Both acquisitions were determined to be businesses under IFRS 3, contributing significantly to intangible assets and goodwill, and are expected to bring economies of scale and growth i. Acquisition of Motif The Company acquired Motif Labs Ltd. for CDN $90 million upfront consideration plus contingent consideration, resulting in CDN $38,229 thousand in goodwill - On December 6, 2024, the Company acquired 100% of Motif Labs Ltd. for CDN $90 million upfront consideration (CDN $50 million cash, CDN $40 million in common shares)[109] - Motif's former shareholders are entitled to an additional CDN $10 million in contingent consideration, payable in common shares, conditional on the Company's share price performance[109] | Motif Acquisition (CDN $000's) | Fair Value on Acquisition | | :----------------------------- | :------------------------ | | Total identifiable net assets | 56,905 | | Consideration transferred | 95,134 | | Goodwill arising on acquisition | 38,229 | - Acquisition-related costs for Motif totaled CDN $3,849 thousand, with CDN $3,778 thousand expensed and CDN $71 thousand capitalized as share issuance costs[112] - If the Motif acquisition had occurred on October 1, 2024, management estimates consolidated gross revenue for the nine months ended June 30, 2025, would have been approximately CDN $310,874 thousand, and consolidated net income approximately CDN $3,450 thousand[116] ii. Acquisition of CPL The Company acquired Collective Project Limited (CPL) for CDN $6 million cash plus up to CDN $24 million in contingent consideration, resulting in CDN $11,567 thousand in goodwill - On March 31, 2025, the Company acquired 100% of Collective Project Limited (CPL) for CDN $6 million upfront cash consideration[117] - CPL's former shareholders are entitled to up to CDN $24 million in contingent consideration, subject to achievement of certain milestone and earnout targets[117] | CPL Acquisition (CDN $000's) | Fair Value on Acquisition | | :--------------------------- | :------------------------ | | Total identifiable net assets | 12,680 | | Consideration transferred | 24,247 | | Goodwill arising on acquisition | 11,567 | - Acquisition-related costs for CPL totaled CDN $172 thousand, which were expensed[120] - The fair value of the Contingent Consideration for CPL was estimated at CDN $17,090 thousand at acquisition date and adjusted to CDN $17,560 thousand as of June 30, 2025[124] 22. Operating Segments The Company operates as a single operating segment, as its chief operating decision maker reviews discrete financial information and assesses performance on a consolidated basis for resource allocation and business activity decisions - The Company has only one operating segment, as its chief operating decision maker reviews and allocates resources based on consolidated operating results[125] 23. Comparative Figures Certain reclassifications have been made to prior period comparative figures to enhance comparability with the current period financial statements. These reclassifications do not impact net loss or shareholders' equity - Certain reclassifications were made to prior period comparative figures to enhance comparability, without changing net loss or shareholders' equity[126]