Thank you, Kim. Good morning, and thank you all for joining us for our Q1 conference call.

Today, we will provide comments on our performance as well as an update on our operations and how we are executing our plans. This call is being recorded and the audio recording will be available on the Company Web site at tgod.ca.

Joining me on the call this morning are Sean Bovingdon, Chief Executive Officer and Interim CFO; and Michel Gagne, Chief Operating 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.

Thanks, Shane, and good morning everyone. Thank you for joining us today.

While we remain in a highly dynamic environment, our Q1 results show early signs of our financial position improving with our turnaround plan well underway. I want to highlight that these improvements were achieved during an operationally challenging period caused by the effects of COVID-19 restrictions on distribution channels.

It would not have been possible without the hard work and dedication of our talented team. This morning, I'll share what we're seeing within the industry and provide an update on the actions we've taken to transform TGOD into a profitable and agile organic cannabis producer that stands to benefit from accelerated growth in Canada and internationally.

These include improvements to our portfolio innovation and marketing approaches, enabled by our new leadership team and delivering on our plans as we previously laid out. Then I will handle the call to Shane and Michel to discuss some of the financial and operational details of the quarter and how we will continue to deliver on our objectives.

One of these key objectives is being the monetization of our excess assets, particularly our Quebec facility. This process is well underway and we recorded a net non-cash reversal of previous impairments of $21.8 million in Q1, triggered by to get TGOD's Quebec facility being classified as assets held for sale.

By committing to this plan to sell the Quebec facility, which represented the significant excess growing capacity, the company significantly improved its working capital as expecting better returns on the discounted future cash flows generated from the Ancaster facility and the remaining assets. This was a major component of achieving a net income of $12.46 million in the quarter, which reflects the positive outlook for our cash flows in relation to our now rightsized operations.

So during the quarter, we positioned TGOD for the recovery by continuing the refining of our cultivation and processing methods, leading to the relaunch of our premium organic flower portfolio, which Michel will discuss in greater detail. Meanwhile, we have been working with retailers and provincial boards to sustain online momentum with the aim of increasing market share when the stores reopen.

For example, in Ontario, our sustainability program was featured as part of an online campaign by the OCS resulting in increased traffic to our brand page. Nationally, we launched CleanCraft.

Our promise that all our core TGOD flower SKUs will offer an organically grown craft quality product with a THC level greater than 20% in every jar. We've gained market share in Q4 through in store marketing activities and engagement with the budtender community.

And we plan to build on that previous success once COVID restrictions are lifted as vaccinations rollout.

Thank you, Shawn. Detailed over the first quarter results and highlight the progress we've made as a part of our turnaround plan.

We registered a quarterly revenue of $8.98 million, consisting of sales of cannabis products in Canada of $6.57 million and hemp derived product sales in Europe of $2.31 million. This represents a year-over-year increase of 194% and a quarter-over-quarter decrease of only 18%.

The quarter-over-quarter decrease in revenue is in line with our forecast and conveniently attributed to store restrictions and stay at home orders related to COVID-19, combining some provincial listing mandates being revised at the start of the year. It appears to be relatively less of a decline than that observed and reported by many of our peer companies to date in 2021.

We expect growth to rebound once restrictions are loosened and retail stores reopen. We recorded a gross profit of $3.13 million compared to $1.71 million in the previous year, and a gross loss of $0.89 million in the previous quarter.

This reflects the increased volume of sales in Canada in comparison to the prior year, partially offset by the $0.6 million of non-recurring property tax reassessment, including Q1 2021 cost of goods. We continue to benefit from our cost containment programs with further reductions in G&A expenses, down 53% year-over-year.

Compared to Q4 2020, G&A expenses decreased by almost $1 million, reflecting reductions in personnel costs and third party professional consulting and legal costs, including the lifting costs and expenses related to the AGM held in Q4 of 2020. We expect sales and marketing expenses to increase slightly for the remainder of 2021 to support the aforementioned growth initiatives.

Our net income for the quarter was $12.46 million compared to a loss of $73.44 million for the same period in 2020 comprised primarily of the reversal of previous impairments and a loss from operations of $5.89 million.

Thank you, Shane. Firstly, I would like to provide an update on the Quebec facility sales process.

The sale process is progressing smoothly , multiple viable build receives. We are currently working through the details of the bids and expect to reach a definitive agreement by the end of this month.

Most of the offers received would allow us to lease back the portion of the facility that we currently use, minimizing disruption to our operations. We remain committed to maintaining a significant portion of our activities, including all 2.0 product manufacturing in Quebec.

Secondly, earlier this month, we completed the relaunch of our premium flower portfolio. This means that every core TGOD flower product leaving our facility meets our strict CleanCraft quality standards and boost a THC level greater than 20%.

I've had your portions, you to speak with several retailers and budtenders and the feedback on our new flower product has been very positive. The fact that we can consistently supply them with this level of quality is a game changer.

In addition to that, our average yields have increased with consistent higher THC and terpines to honor our TGOD Thomas. We've assembled a talented team to run and optimize the facility and are now fully leveraging its system to maintain ideal growing conditions at all times.

The operation team also remain focused on flawless execution and cost control. We are now in control of our hybrid greenhouses that is providing expert design and as expected and further yields, better quality and better terpines.

Evidence of this is our improved flower portfolio, such as our new sativa offering of premium quality organic Sugar Bush flour and the Highly Dutch Amsterdam Sativa. The latter is -- it became our number one selling flower in Quebec.

Finally, our team has been busy developing new product to expand our current portfolio of 2.0 SKUs. In the coming weeks, we will start shipping our new highly Dutch Marrakech Gold Blonde Hash reinforcing our presence in this growing segment.

We are also expanding our lineup of RIPPLE by TGOD products with the introduction of QuickSticks this summer. QuickSticks are like our quick dissolving RIPPLE powder but can be consumed directly on the tongue without mixing with a liquid or food.

They come in different flavors and our top centers in Colorado where they are marketed by our partners at Stillwater Brands.

Thanks, Michel. In closing, I wanted to mention some of the strategic opportunities ahead of us.

With the continued regulatory progress in the US towards the decriminalization and legalization of cannabis in some form in various states and the SAFE Banking Act passing through the US House of Representatives, we are exploring strategic options towards a potential US entry. Specifically, we are having discussions with advisors on potential acquisition and partnership opportunities, the potential expansion of our Board to seven Directors for the upcoming Annual and Special Meeting of Shareholders to add an additional nominee connected to US capital market experience and are considering applying for a listing on the Canadian Stock Exchange to allow the cannabis investment in the US.

We're also continuing reviewing other strategic initiatives to maximize shareholder value. This includes a potential sale of spinoff for an IPO of HemPoland, our wholly-owned subsidiary, for which we have retained Canaccord Genuity as an advisor.

And there is a potential for mergers and acquisitions in the Canadian cannabis LP sector, which we have seen increase in this year. In addition, we continued to pursue other international opportunities to assist specifically focusing on Germany, Mexico and Australia.

So in closing, TGOD is strongly positioned with sufficient access to cash resources, including from completing the sale of the Quebec facility, which will allow us to reduce our debt and further strengthened our financial position to take advantage of the return to retail growth in 2021 and our potential entry into new markets. I'd like to thank our TGOD employees for the continued hard work and to our shareholders for the continued support.

With that operator, we're ready to take questions.

First, I was just wondering, regarding the anticipated sale of Valleyfield. Are you looking to give us a sense of what the proceeds amount maybe?

As we're finalizing the bid process to the formal binding level by the end of this month, as Michel mentioned, I can't pull specifically to dollar amounts, but the range we are in just now is sufficient to at least retire, as in repay, our senior term debt that we expected and working on amounts that could be in excess of that.

And then, Sean, I was wondering if you could elaborate a bit more on how you're thinking about the US. So you mentioned about considering to list on the CSE.

So that would suggest to me that you’re thinking about looking at direct involvement rather than just some sort of indirect involvement some of the other Canadian LPs have done. Is that the case and specifically?

What are you thinking about in terms of M&A or partnerships, are you thinking specifically some of those state operators are you thinking more brand type partnerships? Just a little more color that would be helpful.

So as we -- first, obviously, is to have the optionality to be able to take advantage in the best possible way to create value for the shareholders, and that's why we're looking at that potential application to the CSC to give us that optionality. So that we're not restricted in just being indirect if direct makes the most sense.

As you know, a lot of the -- you look at the likes of tariffs and we've done a very, very good job in terms of transitioning over the last two years and to being involved in US multi states, I think we want to be in a position to be able to not only leverage the organic branding and organic platform that we're establishing in Canada and be able to leverage that into capabilities with craft and organic growers in the US, but also have the ability to be on -- have a footprint directly in the US that we can control that organic grow and control that organic cultivation to our standards, and ensure that the strains that have been successful, such as Sugar Bush in our early comments and Rockstar Tuna that are doing really well in Canada as well as the Highly Dutch brands, can be replicated in the US and build off of that brand capability, but having some direct control and to ensuring that that is the case. So I think the first thing we've looked at is areas like California don't make sense to us in terms of getting in that kind of areas.

So I think we'd be focusing more in the northeast and the newer states that are coming online, so that we can firmly establish our footprint as part of that growing market as it starts.

And if I could just squeeze one more in here. Your relaunch of your premium brand.

Just wondering what prompted the relaunch? You mentioned you've got these standards, the 20% THC now.

Was this feedback from the budtenders that these are the things that you needed to have in your premium brand and where you're not meeting those thresholds before? Thanks.

As to the Michel, obviously, appointing Michel as a COO as a big part of us moving towards that CleanCraft and understanding cultivation process. So I'll let him speak to that, because he can give us great detail in terms of the change that we've implemented there and how it's been successful in getting to where we are.

Yes, thanks for that question because that was an important milestone we achieved recently. But we listen to our budtenders and retailers and consumers and we acknowledge that, and this is what we now show the TGOD promise that the product was not at the level of quality, consistency, appeals, terpene levels and even THC levels that we wanted to have at the beginning.

So we reworked our processes, we rehired the new talented team, management team, we changed different things, we improved the way we grow, the way we control our facility, the way now we control our hybrid greenhouse. So the difference was significant and really significant enough to call that a relaunch, because the level now of quality that we have on the market is at another level.

And this is why we officially signed a new TGOD promise, and it’s been a few weeks now and the reviews are just fantastic.

I was just wondering what you guys are seeing in terms of just the market dynamics and even in your products, in particular, now that you did you have relaunch kind of back to that premium product. I know earlier in the year or even late last year, we saw big sort of movement towards value products just overall in the market.

Have you guys seen anything reverse there? Just wondering what your view is.

The highly Dutch is still doing very well and will continue to do well. It's in the kind of mainstream as opposed to kind of cheap value.

The highly Dutch still has higher THC, it still has a quality flower. But the premium one in terms of the jars, what the feedback from a lot of the provincial boards and the retail chains and budtenders.

As the market’s maturing here, much like it did in California and Colorado, we are seeing more and more requests for quality strains and craft strain products and limited time offerings of a higher THC flavorful strains that the market wants. And so there has been a shift or start of a shift towards a demand for real premium quality and unique strains and unique craft product.

And I think we were uniquely situated to do that, or we were. We just weren't taking advantage of it properly in the cultivation methods and the CleanCraft focus that Michel and his team have done, has really ensured that consistency, the quality, size of the buds, the density, the humidity, as well as the increase in the terpene profile in the THC.

So I think that's where we're really making sure we take advantage of the cultivation methods and organic capability we had and that's why we focused on that execution and launch that. Because I think there is a demand in the market and we're seeing that based on the reviews and the feedback we're getting from the product that’s been out here in the last few weeks.

And can you give us maybe a breakdown -- actually, let me ask just two questions. One what is the total aggregate amount of volumes you expect to produce and sell this year?

And then two, what would be the split between Highly Dutch and the premium product offering?

So the total total market in terms of flowers you said is in that kind of as being kind of 80% range. I think by the end of 2021 with the extracts market and concentrate increasing and as well as edible starting to increase as a portion of total market, you'll know this better than myself Derek.

I haven't done the analysis as well. And I think you're kind of looking at about 65% by the end of the year being in the kind of flower markets.

For us, I still -- we're expecting about 15% of that, 15% to 20% being in the premium part of the chain and the other 40% being kind of the mainstream. It's kind of our expectation and the forecast.

But it is a nascent industry as we all know and things move dramatically. You have a premium flower come out that is just like some of the strains.

Sugar Bush, for example, if you get it listed, it does remarkably well and can be a bigger percentage of the overall share that we're getting out of our portfolio.

I've been hearing about Australia, New Zealand, Germany and Mexico for two or three quarters now. What is the delay in getting your products out to these countries?

There's no delay. It's just the timeline it takes from a regulatory standpoint.

I think if you find EU GMP protocol for getting clear is the main issue. Having being able to go into Australia or Mexico or Germany, it's getting that EU GMP certification is the most and it takes one and half -- almost up to two years to get done.

We started the process last January when we actually had operations finally up and running in our facility in Ancaster. And so we're about, coming up to almost a year and a half, but we're at the final point now we got up to eliminate EU GMP in the last quarter of 2020 there.

The final application has gone in. It's being reviewed by the inspector and that is, frankly, eminently over the next few weeks here getting the full certification.

While we've been waiting for that certification of EU GM P, we have established the wholesale distribution and the distribution networks in Germany with a couple of different pharmaceutical distributors. So that's ready to go.

We've also established with LeafCann in Australia, so getting that ready to go. And in Mexico with our partner there, the four products, first four initial products that will be launched there, are going through the pre-product review, which takes about six months.

We're in the fifth month of that six month review with them in Mexico. And so that is just part of the process.

So to us, this year is a turning point from having done all the applications and done all the work to set up the distribution to now getting to the point of being able to start to get that sales into the market as soon as we get that EU GMP full certification.

Thank you very much. And that sounds wonderful by this conversation and I figured by 2022, maybe we'll be at $10 this year.

Thank you very much.

I only have a couple of little questions. One, now that Valleyfield basically gone, so our expected revenue for 2022, say at 13,000 to 15,000 kilograms from Ancaster, I know it's 17,500, but we get there, we'll be at 15,000 say.

So we're looking at $50 million revenue for 2022. Correct?

I think the analysts have come out with reports that in a range of that 40 to 45, potentially up 50 depending on how prices do. So that kind of level of growth you had in terms of coming out of Ancaster.

But bearing in mind that the 2.0 products, a lot of the distiller and extract and potential for third party biomass, if needed, if things expand or if our flower goes out or in the flower market, I think there is potential for more than that. But it just depends how the listings come into place.

We are very confident that everything we produce out of Ancaster is going to be a quality and it's going to be able to go into the market. The challenge is just getting the listings from the provincial bodies.

And as Michel mentioned, most of the bids that we're talking about, actually, we remain in Valleyfield, including the potential optionality to have one of the grow rooms in Valleyfield still to accentuate or expand, and have some additional grow in Valleyfield should we need it and should our premium flower or new flower strain offerings take off greater than what we forecast.

And my next question, are we still connected with , or are we selling their products through to our license?

The ?

Yes.

Yes, we're still doing work for -- there's actually about three other groups that we're doing tolling work for. I think the other one people are very well aware of in the market is MTL, Sage & Sour.

So we're still utilizing our capabilities and our shipping and processing facilities and sales licenses to be able to help some other new LPs get to market.

Yes, I see Aron tweeted out that they were going to put the terpen all those numbers on their jars like we're doing? So I was hoping we're still working with him and he didn't copy our idea.

And then my next question is, how do we break down in the financial, what they actually pay us for the work we do for them, how do we find that?

So that’s separated out, obviously, for commercial confidentiality reasons, but it's just included in the net revenue numbers.

And then my final question, I guess, is the delistening. So we were looking at going through the CSE, right?

So first off, I don't call it a delisting, I call it a transfer. It’s a potential transfer listing.

I think we all know that if you look at the CSE, the major MSOs with the exception of maybe three LPs on the TSX, the largest by market cap, cannabis companies in the world are all on the CSE and the American MSO. And the amount of liquidity and shareholder participation and support into the CSE, I think is almost on par with the TSX main board.

So for us, we have almost 40,000 US retail shareholders at the moment. And that optionality of potentially moving to the CSEor transferring to the CSE, I think gives us that flexibility, as mentioned, when talking with Tamy there, about giving us a wider option of how and what is the best investment for us into the US to create the most shareholder value.

So to get into the US, though, it has to -- for us to go to the US, it has to be federally legal, correct?

No, and that's the thing about the CSE. For the CSE, you can go in the states that it's legal.

So we can make investments like the multi state operators do directly into each specific states where it's become legalized. And we can have that direct investment at that point in time.

The federal legalization, whether it comes this year, next year or not at all, depending on how long the federal one takes. Even if that happens, I don't see the federal legalization allowing export a flower from Canada into the US, or I think they will still stick to their own internal grow.

And even beyond that, a lot of the transit between different states in the US is restricted even when things are legalized. There's a lot of interstate regulations that we have to be aware of as well.

So that's why the CSE is an attractive proposition from optionality and that type of investment, because it does allow investment into particular states as they standalone being legalized.

I just wanted to jump in. The discussion that we were talking about on the production and revenue.

I believe you said 2022, that discussion was actually about 2021 what Sean was referring to for everyone…

We're going to struggle to get there with this COVID buddy. It's got nothing to do with TGOD, nothing to do with us.

It's just these restrictions in Ontario, which is our biggest marketplace, are going to get extended to June, maybe the end of June. So that's Q1, Q2.

And then you just going to struggle to get there this year in my opinion, because of COVID, nothing to do with us, because TGOD didn't do anything wrong here. COVIDs are hurting everybody.

But it's just not going to -- it's going to be a struggle. You might get the $40 million, the $50 million on my numbers is 2022, that's all.

Just once COVID is out then you can get the retail, because there's retail stores popping up like candy in Ontario now. You're finally starting to see three, four or five stores are sitting now.

So there will be a place down the road for us to get there. It's just going to be a struggle with Q1 and Q2 basically going to be under $10 million in sales.

It will determine largely on vaccination rates and how quickly it opens up again. I'm not sure if you saw but Ontario just eclipsed Alberta for the most stores, more stores provincially.

And they do have an aggressive target for stores through to the end of 2021. So there is a wait to see approach on that and they will determine or be determined partially by the reopening of Ontario.

Rob, the other thing to recall. Recall the big part of that is not just the stores reopening, but it's our philosophy and distribution within the number of stores.

We are only in, in terms of our flower about 20% of the stores on average of SKUs within Ontario. So not only are there additional stores opening but even the stores that are open just now, a big part of what I talked about in terms of dealing with cannabis retail chains and the additional marketing efforts as restrictions relax or loosen, it's not just about getting back to the stores we're in but it's doubling -- at least doubling the distribution within stores and doubling the shelf space we have within the existing stores in Ontario.

And that is the biggest catalyst for that growth in retail sales and growth in product sales we're expecting in the second half of 2021.

That's I'm hoping, that's all. And then just so everybody understands on the investor side, because you guys may call it a transfer, the market looks at it as a delisting, downgrading.

There was no way around it. But the positive is if you're on the CSE, you can take some money and invest in in a company, which you can't from the TSX, you can't do…

That’s correct…

Because the restriction requirements are lower standard…

That’s correct…

So just for everybody knows, we're doing it because the US ain’t legalizing like everybody thought overnight, this isn't happening. The MSOs had a great run.

Now they're tailing down. Why?

Legalization isn't around the corner at all. You're going to get some SAFE Banking Act and you're going to get a couple of little goodies and the MSOs will do okay.

But we need to be in the states and the only way to get there is through the CSE. So I'll get that out there and then everybody understands -- I know the market and investors look at it as a delisting, but we're doing it solely so we can look into the states down the road, because that’s the only way .

Okay guys. Have a good time and stay safe.

And let’s hope this COVID passes so we can see where we really stand next year. Thanks guys.

So again, thank you to everybody for joining the call today. We're excited by how we're transforming the company here and the opportunities ahead.

I'm really pleased with the quality of our flower now, very happy with the progress being made on Valleyfield, as I said, I guess, it's gets us in a position to reduce our debt. In closing, that is a key focus objective.

We just want to continue to have that financial discipline, have that good execution and focusing on delivering what we promised. And hopefully, people will see that and appreciate your continued support.