Lowell Farms Inc

Welcome to the Lowell Farms Inc. fourth quarter and year-end 2022 earnings conference call. All participants will be in a listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on a touch-tone phone. To withdraw your question, please press star then two. Please note this event is being recorded. I would now like to turn the conference over to Bill Metulis, Investor Relations. Please go ahead.

Good afternoon, and welcome to the conference call to discuss the Lowell Farms Incorporated financial results for the fiscal fourth quarter and year-end of 2022. Before we begin, please let me remind you that during the course of this conference call, Lowell Farms Incorporated's management may make forelooking statements. These forward-looking statements are based on current expectations that are subject to risks and uncertainties that may cause actual results to differ materially from expectations. These risks are outlined in the risk factors section of our Form 10, followed on EDGAR, and our listing statement, followed on CETA. Any forward-looking statements should be considered in light of these factors. Please also note that any outlook we present is as of today, and management does not undertake any obligation to revise any forelooking statements into the future. This call includes Ann Lawrence, newly appointed chairperson of the Board for Lowell Farms, Mark Ainsworth, co-founder and chief executive officer, as well as Chief Financial Officer Brian Schur, who will go into details about the company's financial results for the quarter later in the call. The Q&A portion of this call will be open to analyst questions to provide further insight into the company's performance, operations, and go-forward strategy. They will not be answering any questions that relate to the pending transaction. For those of you who may happen to leave the call before its conclusion, please be advised that this conference call will be recorded and archived on our Investor Relations website page. And now I'll hand the call over to Ann. Ann, please go ahead.

Thanks, Bill. And thank you for joining the Lowell Farms earnings call. I wanted to take a moment to provide insight into our recent press release announcing the execution of a binding letter of intent to sell the intellectual property relating to the Lowell brand and the Lowell 35's pre-roll, as well as the rationale behind the decision. On January 12th of this year, the company announced that it had retained Canaccord Genuity Corp to assist in its ongoing review of strategic alternatives. The board of directors formed a special committee of independent directors to explore, review, and evaluate strategic alternatives available to the company to maximize shareholder value. The special committee was chaired by myself and Summer Frang, another independent member of the board of directors. The special committee undertook a range of activities to enhance the company's working capital position, including a reduction of the company's workforce, as well as renegotiating contract terms with landlords, customers, suppliers, and trade creditors. The special committee also considered strategic alternatives to address the pending maturity of the company's senior secured convertible debentures issued in April 2020 and August 2022, which mature later this year in October. at which time an aggregate amount of approximately $23,675,000 comprised of principal and interest would be due and payable. During this process, the special committee received a proposal from the company's then chairman, George Allen, on behalf of Geronimo Capital LLC as collateral agent of the debentures. This proposal offered to settle the debenture obligations in exchange for certain intellectual property assets and shares of the company. The Special Committee, together with its advisors, negotiated the debt settlement terms, which ultimately resulted in the execution of the LOI. The Special Committee has concluded that there are no viable alternatives available on commercially reasonable terms that would be more likely to improve the financial situation of the company as compared to the proposed transaction, the net effect of which will be to eliminate all amounts owing pursuant to the debentures. The LOI between Lowell Farms and Geronimo Capital sets out the general terms of the transaction, and the parties have agreed to negotiate the precise terms leading to definitive agreements in the next couple of weeks. I would like to provide you with a few material details of the transaction. First, Lowell Farms will be relieved of all amounts outstanding under the debentures, leaving the company essentially debt-free other than an existing mortgage on one of our real property licensed facilities. The company will sell the intellectual property arising out of or relating to Lowell Erbco products, including Lowell Smokes and Lowell 35's pre-rolls, as well as the existing out-of-state license agreements. The company will continue to be the exclusive manufacturer and distributor of the Lowell brands within the state of California and will have a minimum 42-month exclusive license agreement for use of the Lowell Smokes and Lowell 35's brands within the state. The new entity formed by Geronimo Capital will require approximately 111 million shares of the company's subordinate voting shares, representing in the aggregate an amount equal to no more than 49% of the then-issued and outstanding number of subordinate voting shares. Throughout this process, our goal was to reach the best outcome for the benefit of the company, our team of employees, and our shareholders. We received interest from many parties, fielded thorough due diligence from prospective suitors, and evaluated multiple offers with varying structures. The special committee ultimately determined the best offer for existing Lowell Farms investors was to sign an LOI with Geronimo. When this transaction closes, I believe Lowell Farms will be uniquely positioned to refocus and capitalize on market opportunities within the industry. and the company is continuing to work with Canaccord to explore opportunities in the market. With that, I'll turn it over to Mark, who will go over fourth quarter and our year-end operational results. Mark, please go ahead.