TORONTO, Ontario, May 13, 2024 – Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company“) a leading consumer packaged goods company in the cannabis products market, today released its financial results for the three months ended March 31, 2024. These filings and additional information regarding Auxly are available for review on SEDAR at www.sedar.com. 

Q1 2024 Highlights and Subsequent Events 

• Auxly achieved its best Q1 in its history across key metrics of revenue, margin and adjusted EBITDA; 

• Record net revenues for a fiscal Q1 of $25.2 million, an increase of 5% compared to the same period in 2023; 

• Achieved Gross Margin on Finished Cannabis Inventory Sold1 of 38% in the quarter, a record for historical Q1 periods; 

• Record Adjusted EBITDA1 for a fiscal Q1 of $2.2 million, an improvement of 1,523% or $2.1 million year-over-year; 

• Continued reductions in SG&A through ongoing efforts to decrease overhead costs, resulting in an 11% decline quarter-over-quarter and a 15% decline compared to the same period in 2023; 

• Further strengthened its balance sheet with the Imperial Brands plc conversion of over $123 million of debt into shares, resulting in 19.8% ownership of the Company and completed the extension of the Auxly Leamington credit facility between its syndicate of lenders led by BMO to December 31, 2025 with an option to extend a further year by making a $2.5 million principal repayment; 

• Maintained its top 10 LP position in Canada by share of market based on total recreational retail sales, securing the #6 LP position with 5% of the total market2; 

• Maintained its leadership position in the competitive vapour category, while continuing to hold the top four all-in-one SKU positions in Ontario3 with its Back Forty all-in-ones for three consecutive months; 

• Back Forty remains the #1 non-infused pre-roll brand in Ontario3, with only seven SKUs currently listed, and has quickly become a consumer favourite brand in dried flower, ranking #6 in national sales after seeing a boost with its recently launched strain, Liquid Imagination;

Subsequent to quarter end, the Company expanded its branded product offering to the province of Quebec, with its products now available in all Canadian provinces as well as the Northwest Territories and Yukon. 

• Subsequent to quarter end, the Company introduced its advanced, fully automated for precision, 0.75g three pack pre-rolls under its Back Forty brand. These three packs use Auxly’s latest top performing cultivar, Liquid Imagination, that was developed at Auxly Leamington’s advanced greenhouse. 

 [1] Non-IFRS or supplementary financial measure. Refer to the Non-GAAP Measures section in the MD&A for definitions. 

[2] Hifyre IQ, as of March 2024 

[3] Ontario Cannabis Store Data, as of March 2024  

Financial Highlights and Key Performance Indicators 

Hugo Alves, CEO of Auxly, commented: “Following a transformative year for Auxly, we have maintained our positive momentum in the first quarter of 2024 and are continuing to achieve profitable growth. Q1 2024 was the best Q1 in Auxly history across key metrics of revenue, gross margin and adjusted EBITDA. Our commitment to product quality, innovation and distribution excellence drove our top-line sales growth year over year; and our continued focus on operational efficiency and prudent capital management helped us deliver another quarter of adjusted EBITDA profitability. This is all thanks to the collective efforts of our talented and dedicated employees, who work hard every day to make quality products that help our consumers live happier lives. As we head into summer, we are excited to offer consumers new and innovative products to enjoy like our new larger Back Forty 0.75g pre-rolls, which will also be available to consumers in Quebec. We look forward to another quarter of sustainable, profitable growth and, as always, we will remain passionately committed to our consumers.” 

Results of Operations 

Net Revenues 

For the period ended March 31, 2024, net revenues were $25.2 million as compared to $24.0 million during the same period in 2023, an increase of 5%. Revenues for 2023 were comprised of approximately 59% (2023 – 54%) in sales of dried flower and pre-roll Cannabis Products, with the remainder from oils and Cannabis 2.0 Product sales. Net revenues included wholesale bulk flower sales of approximately $4.2 million during the period. Approximately 76% (2023 – 85%) of cannabis sales during the period originated from sales to British Columbia, Alberta and Ontario. 

Gross Profit 

Auxly realized a gross profit of $9.5 million in the first quarter of 2024 resulting in a 37% Gross Profit Margin, as compared to $7.9 million or 33%, respectively, during the same period in 2023. The Gross Margin on Finished Cannabis Inventory Sold improved to 38% versus 37% in the same period of 2023 as a result of a higher proportion of Cannabis 1.0 Products sold, and the streamlining of Cannabis 2.0 Products and operating costs. 

Realized and unrealized fair value gains and losses reflect accounting treatments associated with Auxly Leamington cultivation activities and sales and are influenced by changes in production, sales and net realizable value assumptions. 

Inventory impairments during the first quarter of 2024 of $0.5 million were associated with charges related to reductions in net realizable value of dried cannabis under the Company’s product specifications and obsolescence of certain retired products and packaging, a decrease of $0.2 million from the comparative period. 

Total Expenses 

Selling, general and administrative expenses (“SG&A”) are comprised of wages and benefits, office and administrative, professional fees, business development, and selling expenses. SG&A expenses were $8.6 million in the first quarter of 2024, $1.5 million or 15% lower than the same period in 2023, primarily due to measures taken to reduce overhead in the organization. 

Wages and benefits were $4.3 million for the first quarter of 2024, as compared to $4.7 million for the same period of 2023. The decrease in expenses was related to the streamlining of operations and support staff as a result of a more focused product portfolio. 

Office and administrative expenses were $1.4 million for the first quarter of 2024, $0.9 million lower than the same period in 2023. The decreased expenditures primarily relate to streamlining of operations, the transition of the Company’s dried flower and pre-roll cannabis product manufacturing, processing and distribution activities to the Auxly Leamington facility, and reduced insurance expenses. 

Auxly’s professional fees were $0.5 million during the first quarter of 2024, $0.3 million lower than the same period in 2023. Professional fees incurred primarily related to accounting fees, regulatory matters, reporting issuer fees, and legal fees associated with certain corporate activities and as a result can fluctuate significantly from one period to the next. 

Business development expenses were $0.1 million for the first quarter of 2024, flat to the same period in 2023. These expenses primarily relate to business development and travel related expenses. 

Selling expenses were $2.4 million for the first quarter of 2024, an increase of $0.1 million over 2023, primarily as a result of higher Health Canada fees related to higher revenues, partially offset by reduced marketing initiatives. 

Equity-based compensation for the first quarter of 2024 was $1.9 million, primarily due to the impact of the increased closing price of the Company’s Shares as at March 31, 2024 on the value of Cash Settled RSUs. In the first quarter of 2023, equity-based compensation was $0.4 million. 

Depreciation and amortization expenses were $1.2 million for the first quarter of 2024, representing a decrease of $0.5 million over the same period in 2023, primarily as a result of reductions in intangible assets and depreciation associated with disposed assets, including the transition out of the Auxly Ottawa Carleton Place facility. 

Interest expenses were $6.9 million for the first quarter of 2024, an increase of $1.1 million over the same period in 2023. The increase in expense is primarily a result of the interest from newly financed obligations and higher accretion expense on convertible debentures. Interest expense includes accretion on the convertible debentures and interest paid in kind on the Imperial Debenture. Interest payable in cash was approximately $2.3 million for the first quarter of 2024, an increase of $0.3 million over the same period in 2023. 

Total Other Incomes and Losses 

Total other incomes and losses for the first quarter of 2024 were a net loss of $0.8 million compared to a net loss of $0.1 million in the comparative period. Other incomes and losses in the first quarter of 2024 were mainly driven by the loss on the adjustment to the provision related to the claim filed by Kindred Partners Inc. and foreign exchange losses. Other incomes and losses in 2023 were primarily due to foreign exchange losses. 

Net Income and Loss 

Net loss for the three months ended March 31, 2024 was $26.0 million, representing a net loss of $0.03 per share on a basic and diluted basis. The change in net loss in 2024 as compared to a net loss of $10.2 million in the same period of 2023 was primarily driven by the deferred tax expense on the conversion of Imperial Debenture into Shares, partially offset by improved gross profits and lower expenses. 

Adjusted EBITDA 

Adjusted EBITDA for the period ended March 31, 2024 was $2.2 million, an improvement of $2.1 million over the same period of 2023, primarily as a result of improvements in gross profits and SG&A. 

Outlook 

In 2024, Auxly remains dedicated to sustainable growth, improved profitability, and the excellence of its people. The Company will prioritize focused and efficient growth in its key product categories of vape, pre-roll and dried flower and continue to optimize and improve distribution and sales of its products. Auxly will continue to foster a collaborative team environment and pursue continued improvements in efficiency to reduce costs and deliver strong gross margins and increased profitability. It will also continue to pursue opportunities to strengthen its balance sheet. 

Auxly’s results for the first quarter of 2024 reinforced its commitment to sustainable profitability. While the first calendar quarter of the year is typically impacted by greater seasonality and consumer purchasing trends, revenues for the quarter improved from the same comparative period in 2023. This improved result is due to a more balanced sales mix as its portfolio has expanded further into dried flower and pre-roll product sales, which represented approximately 59% of revenues for the period. Furthermore, vape volumes rebounded in the quarter, building off the launch of the innovative all-in-one vapes under its Back Forty brand in Q4 2023. The Company continues to improve its SG&A by reducing overhead across the organization, ending the first quarter with $8.6 million in SG&A expenses, which is 11% lower than Q4 2023 and 15% lower than the comparative period in 2023. The first quarter of 2024 reflects the first full quarter of results where it sold certain Cannabis 2.0 Products produced by the Company’s contract manufacturing partners, allowing for the streamlining of its operations and the reduction of overhead. The Company is pleased to have maintained its leadership position in the Canadian cannabis market as the 6th largest licensed producer in Canada by total recreational sales, while maintaining an industry-leading low-cost structure that resulted in another consecutive quarter of positive Adjusted EBITDA. 

Alongside the improvements in revenues, gross margins, and material improvements in Adjusted EBITDA from the same comparative period in 2023, the Company continues to strengthen its balance sheet. Auxly worked closely with Imperial to convert $123.4 million of debt and interest outstanding under the Imperial Debenture, increasing Imperial’s equity holding in Auxly to 19.8%. The Company also extended the maturity date of Auxly Leamington’s credit facility by two years to December 31, 2025. 

Looking ahead, Auxly will continue to grow sustainably and expect to see revenue expansion and gross margin improvements, driven by increased consumer demand in the summer months, and higher cultivation yields that continue to drive down operating costs. The Company believes that the impact of these factors, along with the stabilization of its SG&A, will improve its Adjusted EBITDA profile. 

Non- GAAP Measures 

Please see the Company’s MD&A dated March 24, 2024, under “Non-GAAP Measures” for a further description of the following financial and supplementary financial measures. 

Financial Measures 

EBITDA and Adjusted EBITDA 

These are non-GAAP measures used in the cannabis industry and by the Company to assess operating performance removing the impacts and volatility of non-cash and other adjustments. The definition may differ by issuer. The Adjusted EBITDA reconciliation is as follows: 

Supplementary Financial Measures 

Gross Margin on Finished Cannabis Inventory Sold 

“Gross Margin on Finished Cannabis Inventory Sold” is a supplementary financial measure and is defined as net revenues less cost of finished cannabis inventory sold divided by net revenues. 

Gross Profit Margin 

“Gross Profit Margin” is defined as gross profit divided by net revenues. Gross Profit Margin is a supplementary financial measure. 

Debt 

“Debt” is defined as current and long-term debt and is a supplementary financial measure. It is a useful measure in managing the Company’s capital structure and financing requirements. 

ON BEHALF OF THE BOARD 

“Hugo Alves” CEO 

About Auxly Cannabis Group Inc. (TSX: XLY) 

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. Our mission is to help consumers live happier lives through quality cannabis products that they trust and love. 

Our vision is to be a leader in branded cannabis products that deliver on our consumer promise of quality, safety and efficacy. 

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/. 

Investor Relations: 

For investor enquiries please contact our Investor Relations Team: 

Email: IR@auxly.com 

Phone: 1.833.695.2414 

Notice Regarding Forward Looking Information: 

This news release contains certain “forward‐looking information” within the meaning of applicable Canadian securities law. Forward‐looking information is frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or information that certain events or conditions “may” or “will” occur. This information is only a prediction. Various assumptions were used in drawing the conclusions or making the projections contained in the forward‐looking information throughout this news release. Forward‐looking information includes, but is not limited to: the proposed operation of Auxly, its subsidiaries and partners; the intention to grow the business, operations and existing and potential 

activities of Auxly; proposed timelines for the build‐out, expansion, licencing or commercialization of the Company’s facilities and projects; the Company’s execution of its innovative product development, commercialization strategy and expansion plans; the Company’s intention to introduce innovative new cannabis products to the market and the timing thereof; the anticipated benefits of the Company’s partnerships, research and development initiatives and other commercial arrangements; the intention of the Company to sell the Auxly Ottawa assets and the proposed use of any proceeds; expectations regarding the anticipated benefits of the Imperial Debt Conversion; the expectation, timing and quantum of future revenues, Gross Margin on Finished Cannabis Inventory Sold, SG&A and of positive Adjusted EBITDA; expectations regarding the Company’s expansion of sales, operations and investment into foreign jurisdictions; future legislative and regulatory developments involving cannabis and cannabis products; the timing and outcomes of regulatory or intellectual property decisions; the ability of the Company to maintain and grow its market share; the relevance of Auxly’s subsidiaries’ current and proposed products with provincial purchasers and consumers; consumer preferences; political change; competition and other risks affecting the Company in particular and the cannabis industry generally. 

A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward‐looking information in this release including, but not limited to, whether: the Company will be able to execute on its business strategy or achieve its goals; Auxly’s subsidiaries are able to maintain the necessary governmental and regulatory authorizations to conduct business; the Company is able to successfully manage the integration of its various business units with its own; the Company’s subsidiaries obtain and maintain all necessary governmental and regulatory permits and approvals for the operation of their facilities and the development of cannabis products, and whether such permits and approvals can be obtained in a timely manner; the Company will be able to sell the Auxly Ottawa assets and achieve the anticipated cost savings from the closure of the facility; the expected benefits of the Imperial Debt Conversion materialize in the manner expected, or at all; the expected benefits of the Auxly Leamington credit facility amendment agreement materialize in the manner expected, or at all; the Company will be able to successfully launch new product formats and enter into new markets; there is acceptance and demand for current and future Company products by consumers and provincial purchasers; the Company will be able to increase and maintain revenues, maintain positive Adjusted EBITDA, and/or achieve and maintain its target Gross Margin on Finished Cannabis Inventory Sold; and general economic, financial market, legislative, regulatory, competitive and political conditions in which the Company and its subsidiaries and partners operate will remain the same. Additional risk factors are disclosed in the annual information form of the Company for the financial year ended December 31, 2023 dated March 24, 2024. 

New factors emerge from time to time, and it is not possible for management to predict all of those factors or to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward‐looking information. The forward‐looking information in this release is based on information currently available and what management believes are reasonable assumptions. Forward‐looking information speaks only to such assumptions as of the date of this release. In addition, this release may contain forward‐looking information attributed to third party industry sources, the accuracy of which has not been verified by the Company. The forward‐looking information is being provided for the purposes of assisting the reader in understanding the Company’s financial performance, financial position and cash flows as at and for periods ended on certain dates and to present information about management’s current expectations and plans relating to the future, and the reader is cautioned that such forward‐looking information may not be appropriate for any other purpose. Readers should not place undue reliance on forward‐looking information contained in this release. 

The forward‐looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward‐looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise. 

Neither Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release. 

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TORONTO, Ontario, May 7, 2024 – Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company“) announced today that it will report earnings results for its first quarter ended March 31, 2024, on Monday May 13, 2024, before the financial markets open.

All investor inquiries should be directed to IR@auxly.com.

ON BEHALF OF THE BOARD

“Hugo Alves” CEO

About Auxly Cannabis Group Inc. (TSX: XLY)

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. Our mission is to help consumers live happier lives through quality cannabis products that they trust and love.

Our vision is to be a leader in branded cannabis products that deliver on our consumer promise of quality, safety and efficacy.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Investor Relations:

For investor enquiries please contact our Investor Relations Team: 

Email: IR@auxly.com

Phone: 1.833.695.2414

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TORONTO, Ontario, May 6, 2024 – Auxly Cannabis Group Inc. (TSX – XLY) (OTCQB: CBWTF) (“Auxly” or the “Company“) a leading consumer packaged goods company in the cannabis products market, is pleased to announce that a curated selection of its branded products are now available online and in select retail stores in the province of Quebec.  The Company is also thrilled to introduce its latest array of innovative pre-roll and vape products, designed to redefine standards and enhance user experiences.   

The Company has officially launched its first branded product in Quebec, where consumers are able to experience the simple, uncomplicated products of Back Forty.  The initial products available now are the Company’s new, slim style, large format 0.75g three-pack pre-rolls.

Building off the incredible success of Back Forty slim pre-rolls, which is currently the #1 selling pre-roll brand in Ontario,[1] the Company is thrilled to introduce its advanced, fully automated for precision, 0.75g three pack pre-rolls, that deliver a full flower taste and offer a consistent burn from start to finish.  This three pack uses Auxly’s latest top performing cultivar, Liquid Imagination, a potent cross between Blue Zkittles and Jet Fuel Gelato and developed at Auxly Leamington’s advanced greenhouse.  Consumers will be delighted by its high-potency blend that is chock-full of trichomes.         

In addition, Auxly is continuing to build its presence in the competitive vapour category where it currently holds the #2 LP position in national sales.[2]  Late last year, the Company introduced its new all-in-one vape hardware through its Back Forty brand, this convenient format was designed to be held in the palm of your hand and offer big flavour in a small size.  It quickly became a consumer favourite, securing the top 4 selling SKU positions in Ontario for the last three months[3] while propelling the Company and the Back Forty brand to the #1 position in national disposable vape sales.²  The Company is thrilled to announce further expansion in its hand held all-in-one vapes, with new flavour profiles like White Freeze, a nostalgic experience for the senses with notes of cream soda, vanilla and lemonade, being introduced through the Back Forty brand, as well as the launch of a new offering under its premium brand Kolab Project.  This new Kolab all-in-one rechargeable vape uses innovative dual-heat settings that allow consumers to customize their experience to their personal preference, guaranteeing a carefully crafted experience, and will offer one of the Company’s most potent extracts at 92-98% THC.      “We are thrilled to announce our entry into the Quebec market,” said Mike Lickver, President of Auxly.  “Quebec makes up approximately 12% of the total Canadian recreational cannabis market, so this expansion represents a significant milestone for us and the beginning of a long-term relationship with the province. This entry also solidifies our national market presence by ensuring our products can get into the hands of Canadian consumers coast to coast, as we now have a presence in all provinces and two

territories.  As we continue our mission to help consumers live happier lives by providing them with quality cannabis products, we are dedicated to delivering cutting-edge solutions that address their evolving needs.”        

Auxly’s new product launches will be available in select retail stores across the country this spring and summer. 

ON BEHALF OF THE BOARD

“Hugo Alves” CEO

About Auxly Cannabis Group Inc. (TSX: XLY)

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. Our mission is to help consumers live happier lives through quality cannabis products that they trust and love.

Our vision is to be a global leader quality cannabis products.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Investor Relations:

For investor enquiries, please contact our Investor Relations Team: 

Email: IR@auxly.com

Phone: 1.833.695.2414

Notice Regarding Forward Looking Information:

This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities law. Forward-looking information is frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or information that certain events or conditions “may” or “will” occur. This information is only a prediction. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release. Forward looking information includes, but is not limited to: the Company’s execution of its branded product development and commercialization strategy; the successful production and launch of future products; the relevance of the Company’s current and proposed products; consumer preferences; political change, future legislative and regulatory developments involving cannabis and cannabis products; and competition and other risks affecting the Company in particular and the cannabis industry generally.

A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information in this release including, but not limited to whether: there is acceptance and demand for current and future Company products by consumers and provincial purchasers; and general economic, financial market, regulatory and political conditions in which Auxly operates will remain the same. The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

Neither Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

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Imperial Brands plc converts over $123 million in total debt to shares resulting in 19.8%
ownership

TORONTO, Ontario, April 1, 2024 – Auxly Cannabis Group Inc. (TSX – XLY) (OTCQB: CBWTF) (“Auxly” or
the “Company”) a leading consumer packaged goods company in the cannabis products market, is pleased to announce the completion of the conversion of $123.4 million of principal and accrued interest under the 4.00% unsecured convertible debenture of the Company due September 25, 2026 (the “Debenture”) and the amendment to the amended and restated investor rights agreement dated July 6, 2021 (the “Investor Rights Agreement”) with 1213509 B.C. Ltd., a wholly-owned subsidiary of Imperial Brands plc (“Imperial”), pursuant to the terms previously announced on March 25, 2024.

Imperial has converted (the “Conversion”) (i) $121.9 million of the principal amount outstanding under
the Debenture at an exercise price of $0.81 for 150,433,450 common shares in the capital of the Company
(“Shares”), and (ii) $1.56 million of accrued interest under the Debenture into 90,882,667 Shares at a price
of $0.017 (the “Interest Conversion Price”), resulting in Imperial holding an equity position in the
Company of approximately 19.8%.

Imperial and Auxly entered into a second amended and restated Investor Rights Agreement dated March 28, 2024 (the “A&R Investor Rights Agreement”) to, among other things, remove the existing requirement that Imperial will use the Company as its exclusive cannabis partner.

“We appreciate the continued support of our strategic partner Imperial who we now also welcome as our largest shareholder”, said Hugo Alves, CEO Auxly. “The conversion improves the financial position of the Company by eliminating $123 million in debt and is expected to reduce our proforma 2024 annual interest and accretion expense by approximately $14 million. This is fantastic news for Auxly; we will continue to look for ways to strengthen our balance sheet and remain focused on delivering profitable growth with quality products and incredible teamwork.”

ON BEHALF OF THE BOARD

“Hugo Alves” CEO

About Auxly Cannabis Group Inc. (TSX: XLY)

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. Our mission is to help consumers live happier lives through quality cannabis products that they trust and love.

Our vision is to be a global leader quality cannabis products.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Additional Required Early Warning Disclosure

Prior to the Conversion, Imperial held 6,315,574 Shares (0.63% of the issued and outstanding Shares (calculated on a non-diluted basis)), and approximately $122.85 million principal amount of the Debenture. Following the Conversion, Imperial held 247,631,691 Shares (the “Conversion Shares“) (19.8% of the issued and outstanding Shares (calculated on a non-diluted basis)), and $1,000,000 principal amount of the Debenture (the “Principal Amount“). The aggregate consideration paid by Imperial for the Conversion Shares was $123.4 million. The Interest Conversion Price was derived from the five-day volume weighted average price of the Shares on the Toronto Stock Exchange (the “TSX“) for the five trading days prior to Imperial’s delivery of its notice to convert, as specified by the terms of the Debenture.

In addition to the Principal Amount, $20.6 million of accrued interest as of March 28, 2024 remains outstanding under the Debenture following the Conversion, which remain convertible into Shares provided that the exercise of Imperial’s conversion rights with respect to accrued and unpaid interest under the Debenture (the “Interest Conversion Election“) may not result in Imperial, together with its affiliates, beneficially owning more than 19.9% of the Shares (assuming the conversion of the principal amount of the Debenture in full and calculated on a non-diluted basis).

Assuming the remainder of the principal amount under the Debenture is converted in full on the date hereof (which excludes the exercise of the Interest Conversion Election by Imperial), Imperial would have beneficial ownership of 248,866,259 Shares or approximately 19.9% of the issued and outstanding Shares (calculated on a non-diluted basis).

Imperial intends to review its investment in the Company on a continuing basis and may, subject to the terms of the A&R Investor Rights Agreement, purchase or sell Shares, either on the open market or in private transactions, or further exercise its conversion rights under the Debenture in the future, in each case, depending on a number of factors, including general market and economic conditions and other factors and conditions Imperial deems appropriate. Imperial may formulate other purposes, plans or proposals regarding the Company or any of its securities or may change its intention with respect to any of the foregoing.

In connection with the Conversion, the Company and Imperial also entered into the A&R Investor Rights Agreement amending the Investor Rights Agreement. While Imperial will continue to have the right to nominate one director to serve on the board of directors of the Company, in addition to certain other governance rights so long as Imperial and its affiliates (collectively, the “Imperial Group“), collectively, meet certain specified beneficial ownership thresholds of Shares, the A&R Investor Rights Agreement was amended to remove certain provisions which, previously, (i) conferred on Auxly certain exclusivity rights with respect to the development, manufacture, commercialization, sale and distribution of Cannabis products by Imperial, and (ii) certain provisions relating to commercial cooperation among the parties.

An early warning report will be filed by Imperial with applicable Canadian securities regulatory authorities. To obtain a copy of the early warning report, please contact Matthew Brace at +44 (0)117 963 6636.

Notice Regarding Forward Looking Information:  

This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities law. Forward-looking information is frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or information that certain events or conditions “may” or “will” occur. This information is only a prediction. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release. Forward-looking information includes, but is not limited to: the anticipated benefits of the Imperial debt conversion; the Company’s execution of its product development and commercialization strategy; consumer preferences; Imperial’s intentions to review its investment in the Company on an ongoing basis; political change; future legislative and regulatory developments involving cannabis and cannabis products; and competition and other risks affecting the Company in particular and the cannabis industry generally.

A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information included in this release including, but not limited to, whether: the expected benefits of the Imperial debt conversion materialize in the manner expected, or at all; there is acceptance and demand for current and future Company products by consumers and provincial purchasers; and general economic, financial market, legislative, regulatory, competitive and political conditions in which the Company operates will remain the same. Additional risk factors are disclosed in the annual information form of the Company for the financial year ended December 31, 2023 dated March 24, 2024.

New factors emerge from time to time, and it is not possible for management to predict all of those factors or to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information. The forward-looking information in this news release is based on information currently available and what management believes are reasonable assumptions. Forward‐ looking information speaks only to such assumptions as of the date of this release. Readers should not place undue reliance on forward-looking information contained in this news release. 

The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

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TORONTO, Ontario, March 25, 2024 – Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company”) a leading consumer packaged goods company in the cannabis products market, today released its financial results for the fourth quarter and full year ended December 31, 2023. These filings and additional information regarding Auxly are available for review on SEDAR at www.sedar.com. All amounts are Canadian dollars except common shares (“Shares”) and per Share amounts.
2023 Highlights and Subsequent Events

1. Achieved record net revenues of $101.1 million in 2023, an increase of 7% compared to 2022;
2. Fourth quarter net revenues of $26.9 million, a $2.2 million increase YoY;
3. Achieved positive adjusted EBITDA1 of $1.5 million and positive cash flow from operations of $8.2 million in 2023, including generating $7.8 million in cash from operating activities in Q4 2023;
4. Industry leading margins amongst peers in the adult-use recreational market with Gross Margin on Finished Cannabis Inventory Sold1 of 34% in 2023 and securing 40% in Q4 2023;
5. SG&A declined by over 17% compared to the previous year, while the Company continued to enhance and expand its product portfolio;
6. Exited 2023 as the 5th largest LP in Canada by share of market based on total recreational retail sales, securing 5% of the total market2;
7. Maintained leadership in national vape sales, securing the #3 LP position in Canada and holding the top four all-in-one SKU positions in Ontario3, with continued recognition and awards for its quality hardware and unique, first-to-market formats;
8. Successfully expanded its product portfolio in the pre-roll and dried flower categories throughout the year, as the Company continued to win over consumers with its superior strains, innovative formats and product quality, with its Wedding Pie 10×0.35g pre-rolls becoming the #1 best-selling non-infused pre-roll SKU nationally2;
9. Subsequent to year end, the Company strengthened its financial position by entering into an agreement to amend and extend the maturity date of Auxly Leamington’s credit facility to December 31, 2025;
10. Subsequent to year end, substantially improved the Company’s balance sheet and financial position by securing the support of its strategic partner Imperial Brands plc (“Imperial”) through Imperial’s election to convert of $123.4 million of its debt, including accrued interest, outstanding under the 4% unsecured convertible debenture of the Company due September 25, 2026 held by Imperial (the “Imperial Debenture”) in exchange for 241,316,117 Shares of Auxly, increasing its holdings to 19.8% of Auxly.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.
Investor Relations:
For investor enquiries please contact our Investor Relations Team:
Email: IR@auxly.com
Phone: 1.833.695.2414

Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company“) announced today that it will report earnings results for its fourth quarter and full year ended December 31, 2023, on Monday March 25, 2024, before the financial markets open.

The Company will not host an earnings conference call and the Company does not anticipate reinstating earnings conference calls until further notice. All investor inquiries should be directed to IR@auxly.com.

ON BEHALF OF THE BOARD

“Hugo Alves” CEO

About Auxly Cannabis Group Inc. (TSX: XLY)

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. Our mission is to help consumers live happier lives through quality cannabis products that they trust and love.

Our vision is to be a leader in branded cannabis products that deliver on our consumer promise of quality, safety and efficacy.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Click to view the PDF

Investor Relations:

For investor enquiries please contact our Investor Relations Team: 

Email: IR@auxly.com

Phone: 1.833.695.2414

TORONTO, Ontario, February 1, 2024 – Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company“), a leading consumer packaged goods company in the cannabis products market, today announced that it has signed a definitive agreement (the “Amendment Agreement”) to amend and restate the credit facility (the “Credit Facility”) between its wholly-owned subsidiary Auxly Leamington Inc. and a syndicate of lenders, led by the Bank of Montreal as administrative agent. As first announced by the Company on January 3, 2024, the Credit Facility has been amended pursuant to the Amendment Agreement upon the following terms:

• Extension of the maturity date by two years until December 31, 2025, with an option for Auxly Leamington to extend the maturity date for an additional year by making a $2.5 million principal repayment by December 31, 2025;

• Updated EBITDA and other financial and operational covenants for Auxly Leamington; • Increased quarterly principal payments throughout the term; and

• The obligations of Auxly Leamington under the Credit Facility will continue to be supported by a $33 million limited guarantee by Auxly, and a pledge by Auxly of all of its securities of Auxly Leamington.

“We are pleased to have completed the amendment to our credit facility and appreciate the strong support and commitment from our banking partners,” said Chief Financial Officer, Travis Wong. “These amendments provide additional flexibility that allows us to focus on our strategic growth objectives as we maintain our diligent approach to capital allocation.”

About Auxly Cannabis Group Inc. (TSX: XLY)
Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. Our mission is to help consumers live happier lives through quality cannabis products that they trust and love.
Our vision is to be a leader in branded cannabis products that deliver on our consumer promise of quality, safety and efficacy.
Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Notice Regarding Forward Looking Information:
This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities law. Forward-looking information is frequently characterized by words such as “plan”,

A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information in this release including, but not limited to, whether: Auxly Leamington performs consistently with management’s expectations; Auxly Leamington will generate sufficient cash flow to satisfy its payment obligations under the amended Credit Facility; Auxly Leamington will remain in compliance with its operating covenants under the amended Credit Facility; ; the expected benefits of the Amendment Agreement materialize in the manner expected, or at all; there is acceptance and demand for current and future Company products by consumers and provincial purchasers; and general economic, financial market, legislative, regulatory and political conditions in which the Company operates will remain the same. Additional risk factors are disclosed in the annual information form of the Company for the financial year ended December 31, 2022 dated March 31, 2023.
New factors emerge from time to time, and it is not possible for management to predict all of those factors or to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information. The forward-looking information in this release is based on information currently available and what management believes are reasonable assumptions. Forward-looking information speaks only to such assumptions as of the date of this release. Readers should not place undue reliance on forward-looking information contained in this release.
The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

Neither Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

Investor Relations:

For investor enquiries please contact our Investor Relations Team: Email: IR@auxly.com Phone: 1.833.695.2414

Click to view the PDF

TORONTO, Jan. 3, 2024 /CNW/ – Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company“), a leading consumer packaged goods company in the cannabis products market, today announced that it has signed a non-binding term sheet to amend and restate the credit facility (the “Credit Facility“) between its wholly-owned subsidiary Auxly Leamington Inc. and a syndicate of lenders, led by the Bank of Montreal as administrative agent upon the following revised terms:

• Extension of the maturity date by two years until December 31, 2025, with an option for Auxly Leamington to extend the maturity date for an additional year by making $2.5 million principal repayment by December 31, 2025;
  
• Updated, EBITDA and other financial and operational covenants for Auxly Leamington;
  
• Increased quarterly principal payments throughout the term; and
  
• The obligations of Auxly Leamington under the Credit Facility continuing to be supported by a $33 million limited guarantee by Auxly, and a pledge by Auxly of all of its securities of Auxly Leamington.

Auxly and the lenders are working towards a definitive binding amendment to the Credit Facility, although there can be no assurance that a definitive amendment agreement with the lenders will be reached. While Auxly and the lenders work toward definitive documentation, the lenders have provided Auxly with a third interim extension of the maturity date of the Credit Facility to January 31, 2024.

About Auxly Cannabis Group Inc. (TSX: XLY)

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. Our mission is to help consumers live happier lives through quality cannabis products that they trust and love.

Our vision is to be a leader in branded cannabis products that deliver on our consumer promise of quality, safety and efficacy.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Notice Regarding Forward Looking Information:

This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities law. Forward-looking information is frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or information that certain events or conditions “may” or “will” occur. This information is only a prediction. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release. Forward-looking information includes, but is not limited to: expectations regarding the Company’s ability to enter into a formal credit agreement amendment with the lenders and the terms and timing thereof; the Company’s execution of its product development and commercialization strategy; consumer preferences, political change, future legislative and regulatory developments involving cannabis and cannabis products; and competition and other risks affecting the Company in particular and the cannabis industry generally.

A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information in this release including, but not limited to, whether: the Company will be able to reach an agreement with the lenders on terms acceptable to the Company and in a timely manner or at all; there is acceptance and demand for current and future Company products by consumers and provincial purchasers; and general economic, financial market, legislative, regulatory and political conditions in which the Company operates will remain the same. Additional risk factors are disclosed in the annual information form of the Company for the financial year ended December 31, 2022 dated March 31, 2023.

New factors emerge from time to time, and it is not possible for management to predict all of those factors or to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information. The forward-looking information in this release is based on information currently available and what management believes are reasonable assumptions. Forward-looking information speaks only to such assumptions as of the date of this release. Readers should not place undue reliance on forward-looking information contained in this release.

The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

Neither Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information: Investor Relations: For investor enquiries please contact our Investor Relations Team: Email: IR@auxly.com, Phone: 1.833.695.2414

Read full release on Newswire here.

Click to view the PDF.

TORONTO, Nov. 30, 2023 /PRNewswire/ – Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company“), a leading consumer packaged goods company in the cannabis products market, today announced that it has received a second interim extension of the maturity date of the amended and restated credit facility between its wholly-owned subsidiary Auxly Leamington Inc. and a syndicate of lenders, led by the Bank of Montreal as administrative agent, until December 31, 2023.

The Company and the lenders are working towards a formal credit amendment and longer-term extension although there can be no assurance that an agreement with the lenders will be reached.

About Auxly Cannabis Group Inc. (TSX: XLY)

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. Our focus is on developing, manufacturing and distributing branded cannabis products that delight our consumers.

Our vision is to be a leader in branded cannabis products that deliver on our consumer promise of quality, safety and efficacy.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Read full release on Newswire here.

TORONTO, Nov. 13, 2023 /PRNewswire/ – Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company“) today released its financial results for the three and nine months ended September 30, 2023. These filings and additional information regarding Auxly are available for review on SEDAR at www.sedar.com. All amounts are Canadian dollars except common shares (“Shares“) and per Share amounts

Q3 2023 Highlights and Subsequent Events

• Total net revenues of $28.2 million in Q3 2023, representing an increase of $8.4 million or 42% compared to the same period in 2022;
• SG&A reduced by $1.5 million or 13% from the same period in 2022 as the Company continues to focus its efforts on reducing overhead in the Company;
• Adjusted EBITDA was positive $0.1 million, an improvement of $5.9 million as compared to the same period last year;
• Retained the #5 LP position in Canada with a 4.8% share of market at the end of the quarter, which has increased to 5.0% share of market as of the end of October¹;
• We continued to improve sales in the pre-roll segment, one of the fastest growing product categories, finishing the quarter with 4.2% share of market up from 3.4% in the previous quarter;
• Back Forty Wedding Pie remained the top-selling non-infused pre-roll SKU nationally in the quarter, and Back Forty Banana OG pre-rolls moved to the #2 position in October;
• Our newest brand Parcel, launched earlier in the year, has gained significant traction in the dried flower category, and Parcel Sweet Notes was the top-selling 14g dried flower SKU nationally in October;
• Introduced innovative cannabis products to the market backed by consumer insights, including the launch of new Back Forty all-in-one vapes, which will be available in Alberta, Ontario, Saskatchewan and Manitoba in November;
• Successfully upgraded post-harvest operations to improve dried flower quality while maintaining throughput from the Auxly Leamington cultivation facility;
• Strengthened the Company’s balance sheet by entering into an agreement with strategic partner Imperial Brands plc to extend the maturity date of the Imperial Brands convertible debenture by two years from September 25, 2024 to September 25, 2026.

Read full release on Newswire here.

Auxly Financials and Filings.

TORONTO, Nov. 6, 2023 /PRNewswire/ – Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company“), a leading consumer packaged goods company in the cannabis products market, announced today that it will report earnings results for its third quarter 2023 ended September 30, 2023, on Monday, November 13, 2023, before the financial markets open.

The Company will not host an earnings conference call and the Company does not anticipate reinstating earnings conference calls until further notice. All investor inquiries should be directed to IR@auxly.com.

ON BEHALF OF THE BOARD

“Hugo Alves” CEO

About Auxly Cannabis Group Inc. (TSX: XLY)

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. The Company’s focus is on developing, manufacturing and distributing branded cannabis products that delight our consumers.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Read full release on Newswire here.

TORONTO, Sept. 29, 2023 /PRNewswire/ – Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company“), a leading consumer packaged goods company in the cannabis products market, today announced that it has received an interim extension of the maturity date of the amended and restated credit facility between its wholly-owned subsidiary Auxly Leamington Inc. and a syndicate of lenders, led by the Bank of Montreal as administrative agent, until November 30, 2023.

The Company and the lenders are working towards a formal credit amendment and longer-term extension although there can be no assurance that an agreement with the lenders will be reached.

About Auxly Cannabis Group Inc. (TSX: XLY)

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. Our focus is on developing, manufacturing and distributing branded cannabis products that delight our consumers.

Our vision is to be a leader in branded cannabis products that deliver on our consumer promise of quality, safety and efficacy.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Notice Regarding Forward Looking Information:

This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities law. Forward-looking information is frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or information that certain events or conditions “may” or “will” occur. This information is only a prediction. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release. Forward-looking information includes, but is not limited to: expectations regarding the Company’s ability to enter into a formal credit amendment with the lenders and the timing thereof; the Company’s execution of its product development and commercialization strategy; consumer preferences, political change, future legislative and regulatory developments involving cannabis and cannabis products; and competition and other risks affecting the Company in particular and the cannabis industry generally.

A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information in this release including, but not limited to, whether: the Company will be able to reach an agreement with the lenders on terms acceptable to the Company and in a timely manner; there is acceptance and demand for current and future Company products by consumers and provincial purchasers; and general economic, financial market, legislative, regulatory and political conditions in which the Company operates will remain the same. Additional risk factors are disclosed in the annual information form of the Company for the financial year ended December 31, 2022 dated March 31, 2023.

New factors emerge from time to time, and it is not possible for management to predict all of those factors or to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information. The forward-looking information in this release is based on information currently available and what management believes are reasonable assumptions. Forward-looking information speaks only to such assumptions as of the date of this release. Readers should not place undue reliance on forward-looking information contained in this release.

The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

Read full release on Newswire here.

TORONTO, Aug. 14, 2023 /PRNewswire/ – Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company“) today released its financial results for the three and six months ended June 30, 2023. These filings and additional information regarding Auxly are available for review on SEDAR at www.sedar.com. All amounts are Canadian dollars except common shares (“Shares“) and per Share amounts.

Q2 2023 Highlights and Subsequent Events

• Total net revenues of $22.0 million in Q2 2023, a decrease of $2.0 million or 8% from the previous quarter and a decrease of $5.3 million or 20% compared to the same period in 2022;
• SG&A declined by $1.3 million or 13% from the previous quarter and $4.1 million or 32% from the same period in 2022 as the Company continues to focus its efforts on reducing costs;
• Adjusted EBITDA was negative $1.1 million, an improvement of $2.9 million as compared to the same period last year;
• Retained the #5 LP position in Canada with a 5.2% share of market and continued to improve sales in the pre-roll segment, one of the fastest growing product categories, finishing the quarter with 3.4% share of market up from 2.9% in the previous quarter¹;
• Back Forty Wedding Pie grew to become the #1 non-infused pre-roll SKU nationally in the quarter¹;
• Successfully streamlined operations by transitioning all remaining dried flower and pre-roll cannabis product manufacturing, processing and distribution activities to Auxly Leamington; and
• Further strengthened the Company’s balance sheet by entering into an agreement with strategic partner Imperial Brands to extend the maturity date of the Imperial Brands convertible debenture by two years from September 25, 2024 to September 25, 2026.

Read full release on Newswire here.

Auxly Financials and Filings.

TORONTO, Aug. 8, 2023 /PRNewswire/ – Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company“), a leading consumer packaged goods company in the cannabis products market, announced today that it will report earnings results for its second quarter 2023 ended June 30, 2023, on Monday, August 14, 2023, before the financial markets open.

The Company will not host an earnings conference call and the Company does not anticipate reinstating earnings conference calls until further notice. All investor inquiries should be directed to IR@auxly.com.

ON BEHALF OF THE BOARD

“Hugo Alves” CEO

About Auxly Cannabis Group Inc. (TSX: XLY)

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. The Company’s focus is on developing, manufacturing and distributing branded cannabis products that delight our consumers.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Read full release on Newswire here.

TORONTO, July 26, 2023 /PRNewswire/ – Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company“), a leading consumer packaged goods company in the cannabis products market, is pleased to announce an agreement with its strategic partner, Imperial Brands PLC (“Imperial Brands“) to amend certain provisions of its previously issued $123 million debenture (the “Debenture) dated September 25, 2019 as amended on July 6, 2021 (the “Amendment“). Pursuant to the Amendment, Imperial Brands and Auxly have agreed to extend the maturity date of the Debenture by 24 months from September 25, 2024 to September 25, 2026. The parties anticipate the Amendment to come into effect on August 16, 2023.

The Debentures are convertible into Common Shares at a price of $0.81 per share at any time prior to the close of business on the business day immediately preceding maturity.  Auxly remains Imperial Brands’ exclusive global partner for any future development, manufacture, commercialization, sale and distribution of cannabis products.

In connection with the initial investment by Imperial Brands, the parties entered into an investor rights agreement (the “Investor Rights Agreement“) which provides, among other things, that for so long as Imperial Brands holds a partially diluted percentage of outstanding common shares in the capital of Auxly of not less than 15%, it is eligible to nominate one individual designated by Imperial Brands for election as a director to Auxly’s Board. As Imperial Brands no longer holds the required percentage under the Investor Rights Agreement, its nominee, Murray McGowan, has resigned from Auxly’s Board effective immediately.

“On behalf of myself, and the rest of the Board of Directors, I would like to thank Mr. McGowan for his valuable guidance and support over the past two years.” said Hugo Alves, CEO of Auxly. “The extension of the Debenture will further our goal of prudently managing and strengthening our balance sheet and I would like to thank our partners at Imperial Brands for their ongoing commitment to our Company and I look forward to our continued relationship.”

Related Party Transaction

Imperial Brands is considered a “related party” of the Company, and the Amendment constitutes a “related party transaction”, as such terms are defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is relying on an exemption from the shareholder approval and formal valuation requirements of MI 61-101 available on the basis of financial hardship which provides an exemption where the financial hardship criteria set out in Subsection 5.5(g) of MI 61-101 are met and where there is no other requirement, corporate or otherwise, to hold a meeting to obtain any approval of the holders of any class of affected securities.

Further details have been provided in the corresponding material change report related to the Amendment.

Resignation of CFO and Appointment of Interim CFO

Auxly announces the resignation of Mr. Brian Schmitt from his position as Chief Financial Officer (“CFO“) of Auxly, effective July 26, 2023. Mr. Schmitt is leaving for an opportunity outside of the cannabis industry at a non-reporting issuer. Travis Wong, Auxly’s Senior Vice President of Finance, has been appointed interim CFO of Auxly effective immediately.  

Mr. Wong joined Auxly in 2017 and currently holds the position of Senior Vice President of Finance where he has been responsible for managing Auxly’s day-to-day finance activities. Mr. Wong has more than 15 years of corporate finance, accounting and capital markets experience. Prior to joining Auxly, he worked as a natural resources investment banker at Nomura Securities based in London, England. He has advised on over $5bn of public and private M&A transactions and has been involved in capital raising transactions for a broad range of European corporations. Earlier in his career, he held positions at KPMG LLP in their audit and deal advisory teams.  He is a Chartered Professional Accountant (CPA Canada), and holds a Bachelor of Business Administration from Simon Fraser University and an MBA from the University of Oxford.

“On behalf of myself, the Board of Directors and the entire Auxly team, I would like to thank Mr. Schmitt for his contributions and dedication to Auxly since joining in early 2019, and we wish him the best of luck with all of his future endeavors,” said Hugo Alves, CEO of Auxly. “Travis has been with Auxly since it was founded in 2017 he is a talented finance professional and has a deep understanding of Auxly’s business and the cannabis industry in general.  We are delighted to welcome Travis to our senior executive team and have every confidence that is going to do an exceptional job for Auxly.” 

Warrant Amendments

The Company has received all necessary approvals required to implement the warrant amendments that were previously announced on February 10, 2023, and such warrant amendments are now effective. The Company amended the terms of 27,381,500 common share purchase warrants (the “Warrants“) which were issued pursuant to a bought deal financing completed on June 14,2021 to (i) reduce the exercise price to $0.045 per common share, and (ii) extend the expiry date to June 14, 2026. None of the Warrants are held, directly or indirectly, by insiders.

ON BEHALF OF THE BOARD
“Hugo Alves” CEO

About Auxly Cannabis Group Inc. (TSX: XLY)

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. Our focus is on developing, manufacturing and distributing branded cannabis products that delight our consumers.

Our vision is to be a leader in branded cannabis products that deliver on our consumer promise of quality, safety and efficacy.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Notice Regarding Forward Looking Information:

This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities law. Forward-looking information is frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or information that certain events or conditions “may” or “will” occur. This information is only a prediction. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release. Forward-looking information includes, but is not limited to: obtaining the necessary regulatory approval for the Amendment and the timing of such approvals; the anticipated benefits of the Amendment; the Company’s execution of its product development and commercialization strategy; consumer preferences, political change, future legislative and regulatory developments involving cannabis and cannabis products; and competition and other risks affecting the Company in particular and the cannabis industry generally.

A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information in this release including, but not limited to, whether: the Company is able to obtain regulatory approval for the Amendment on the proposed terms and timeline; the expected benefits of the Amendment materialize in the manner expected, or at all; there is acceptance and demand for current and future Company products by consumers and provincial purchasers; and general economic, financial market, legislative, regulatory and political conditions in which the Company operates will remain the same. Additional risk factors are disclosed in the annual information form of the Company for the financial year ended December 31, 2022 dated March 31, 2023.

New factors emerge from time to time, and it is not possible for management to predict all of those factors or to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information. The forward-looking information in this release is based on information currently available and what management believes are reasonable assumptions. Forward-looking information speaks only to such assumptions as of the date of this release. Readers should not place undue reliance on forward-looking information contained in this release.

The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

Read full release on Newswire here.

TORONTO, June 29, 2023 /PRNewswire/ – Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company“) announced today the voting results from its annual general and special meeting of shareholders held on June 29, 2023 (the “Meeting“).

A total of 66,201,529 common shares of the Company, representing 6.56% of the issued and outstanding common shares of the Company, were voted in connection with the Meeting by shareholders and proxy holders.

The voting results for the matters put forward before the Company’s shareholders for consideration and approval, as set out in the Company’s information circular dated May 19, 2023 (the “Circular“), are set out below.

Each of the directors listed as a nominee in the Circular was elected as a director of the Company at the Meeting. The detailed results of the vote for the election of directors held at the Meeting are set out below:

At the Meeting, Auxly shareholders approved the re-appointment of Ernst & Young LLP (“EY“) as the Company’s auditors for the 2023 fiscal year and authorized the board of directors to fix its remuneration.

The Share Consolidation Resolution (as defined in the Circular) was not approved by the requisite two-thirds (66 2/3%) of the votes cast at the Meeting.

A report of voting results on all resolutions voted on at the Meeting will be available on SEDAR at www.sedar.com.

ON BEHALF OF THE BOARD

“Hugo Alves” CEO

About Auxly Cannabis Group Inc. (TSX: XLY)

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. Our focus is on developing, manufacturing and distributing branded cannabis products that delight our consumers.

Our vision is to be a leader in branded cannabis products that deliver on our consumer promise of quality, safety and efficacy.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Read full release on Newswire here.

TORONTO, May 30, 2023 /PRNewswire/ – Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company“), a leading consumer packaged goods company in the cannabis products market, announced today that it has transitioned all remaining dried flower and pre-roll cannabis product manufacturing, processing and distribution activities from its Auxly Ottawa facility to Auxly Leamington, where these activities are already taking place. Auxly will continue to wind-down its Auxly Ottawa facility in an orderly manner and intends to sell Auxly Ottawa’s assets in due course and apply the proceeds from any such sale to support its ongoing operations.   

Auxly continues to focus its efforts on streamlining assets, simplifying operations, reducing costs, and achieving its 2023 goals of:

• increasing net revenues by 15% with a focus on key product categories;
• continuing to leverage Auxly Leamington’s large-scale, low-cost cultivation facility and its manufacturing automation to improve blended Cost of Finished Cannabis Inventory Sold Margin to an average of 35-40%;
• vigorously managing SG&A as a percentage of net revenues to keep it below 40%; and
• prudently managing the Company’s balance sheet.

This strategic decision comes after careful consideration in identifying opportunities to optimize operations and effectively reduce operating costs, while increasing product quality and ensuring no material impact on the Company’s manufacturing capabilities and forecasted sales revenue.

Read full release on Newswire here.

TORONTO, May 8, 2023 /PRNewswire/ – Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company“), a leading consumer packaged goods company in the cannabis products market, announced today that it will report earnings results for its first quarter 2023 ended March 31, 2023, on Monday, May 15, 2023, before the financial markets open.

The Company will host a conference call to discuss the results.  The teleconference details are listed below:

Date: Monday, May 15, 2023

Time: 10:00 a.m. EST.  Please dial in at least 10 minutes prior to the start time.

North American Toll Free: 1-888-664-6383

Audio Webcast URL: https://app.webinar.net/WylvMd6xn37

A replay of the teleconference will be available within 24 hours after the conclusion of the call on the Company’s website.

ON BEHALF OF THE BOARD

“Hugo Alves” CEO

About Auxly Cannabis Group Inc. (TSX: XLY)

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. The Company’s focus is on developing, manufacturing and distributing branded cannabis products that delight our consumers.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Read full release on Newswire here.

TORONTO, March 27, 2023  /PRNewswire/ – Auxly Cannabis Group Inc. (TSX: XLY) (OTCQB: CBWTF) (“Auxly” or the “Company“), a leading consumer packaged goods company in the cannabis products market, is pleased to announce that it will report earnings results for its fourth quarter and full year ended December 31, 2022, on Friday March 31, 2023, before the financial markets open.

The Company will host a conference call to discuss the results.  The teleconference details are listed below:

Date: Monday, April 3, 2023

Time: 10:00 a.m. EST.  Please dial in at least 10 minutes prior to the start time.

North American Toll Free: 1-888-664-6383

Audio Webcast URL: https://app.webinar.net/KV4LpqozBOn

A replay of the teleconference will be available within 24 hours after the conclusion of the call on the Company’s website.

ON BEHALF OF THE BOARD

“Hugo Alves” CEO

About Auxly Cannabis Group Inc. (TSX: XLY)

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. The Company’s focus is on developing, manufacturing and distributing branded cannabis products that delight our consumers.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Read full release on Newswire here.

TORONTO, Feb. 15, 2023 /CNW/ – Auxly Cannabis Group Inc. (“Auxly” or the “Company“) (TSX: XLY) (OTCQB: CBWTF) is pleased to announce that it has closed its previously announced private placement for 96,000,000 common shares of the Company (“Common Shares“) at a price of $0.035 per Common Share and 96,000,000 Common Share purchase warrants (“Warrants“), with each Warrant entitling the investors to purchase one Common Share at an exercise price of $0.045 per Common Share at any time up to 60 months following the date of issuance thereof (the “Offering“), resulting in total gross proceeds of approximately $3.36 million, before deducting any applicable advisor or finder fees or Offering expenses.

The net proceeds from the Offering will be used for working capital and general corporate purposes.

In the United States, the Common Shares, the Warrants and the Common Shares issuable upon the exercise of the Warrants were offered on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), and certain other jurisdictions in accordance with applicable securities laws. No securities will be offered for sale or sold in Canada.

No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  This news release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

ON BEHALF OF THE BOARD 

“Hugo Alves“ CEO 

About Auxly Cannabis Group Inc. (TSX: XLY)

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. Our focus is on developing, manufacturing and distributing branded cannabis products that delight our consumers.

Our vision is to be a leader in branded cannabis products that deliver on our consumer promise of quality, safety and efficacy.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Notice Regarding Forward Looking Information:

This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities law. Forward-looking information is frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or information that certain events or conditions “may” or “will” occur. This information is only a prediction. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release. Forward-looking information includes, but is not limited to: the proposed completion of the Offering and the receipt of all applicable approvals in connection therewith; the proposed amendments to the Bought Deal Warrants, the proposed operation of Auxly, its subsidiaries and partners; the intention to grow the business, operations and existing and potential activities of Auxly; the Company’s response to the COVID-19 pandemic; the impact of the COVID-19 pandemic on the Company’s current and future operations; the Company’s execution of its innovative product development, commercialization strategy and expansion plans; the Company’s intention to introduce innovative new cannabis products to the market and the timing thereof; the anticipated benefits of the Company’s partnerships, research and development initiatives and other commercial arrangements; the anticipated benefits of the Company’s acquisition of Auxly Leamington; the expectation and timing of future revenues and of positive Adjusted EBITDA; expectations regarding the Company’s expansion of sales, operations and investment into foreign jurisdictions; future legislative and regulatory developments involving cannabis and cannabis products; the timing and outcomes of regulatory or intellectual property decisions; the relevance of Auxly’s subsidiaries’ current and proposed products with provincial purchasers and consumers; consumer preferences; political change; competition and other risks affecting the Company in particular and the cannabis industry generally.

A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information in this release including, but not limited to, whether: the Company will continue as a going concern as outlined in the Company’s most recent Management’s Discussion and Analysis;  the Company will be able to raise additional capital to fund its operations; the Company will be able to execute on its business strategy; Auxly’s subsidiaries and partners are able to obtain and maintain the necessary governmental and regulatory authorizations to conduct business; the Company is able to successfully manage the integration of its various business units with its own; there are not materially more closures or lockdowns related to the COVID–19 pandemic; the Company’s subsidiaries and partners obtain and maintain all necessary governmental and regulatory permits and approvals for the operation of their facilities and the development of cannabis products, and whether such permits and approvals can be obtained in a timely manner; the Company will be able to successfully integrate Auxly Leamington’s operations with its own, and whether the expected benefits of the acquisition materialize in the manner expected, or at all; the Company will be able to successfully launch new product formats and enter into new markets; there is acceptance and demand for current and future Company products by consumers and provincial purchasers; the Company will be able to increase revenues and achieve positive Adjusted EBITDA; and general economic, financial market, legislative, regulatory, competitive and political conditions in which the Company and its subsidiaries and partners operate will remain the same. Additional risk factors are disclosed in the annual information form of the Company for the financial year ended December 31, 2021 dated March 30, 2022 and Management’s Discussion and Analysis of Financial Condition and Results of Operation for the Three and Nine Months Ended September 30, 2022 dated November 11, 2022.

New factors emerge from time to time, and it is not possible for management to predict all of those factors or to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information. The forward-looking information in this release is based on information currently available and what management believes are reasonable assumptions. Forward-looking information speaks only to such assumptions as of the date of this release. In addition, this release may contain forward-looking information attributed to third party industry sources, the accuracy of which has not been verified by the Company. The forward-looking information is being provided for the purposes of assisting the reader in understanding the Company’s financial performance, financial position and cash flows as at and for periods ended on certain dates and to present information about management’s current expectations and plans relating to the future, and the reader is cautioned that such forward-looking information may not be appropriate for any other purpose. Readers should not place undue reliance on forward-looking information contained in this release.

The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

Read full release on Newswire here.

TORONTO, Feb. 10, 2023 /CNW/ – Auxly Cannabis Group Inc. (“Auxly” or the “Company“) (TSX: XLY) (OTCQB: CBWTF) is pleased to announce that it has entered into an agreement with institutional investors pursuant to which the investors have agreed to purchase, on a private placement basis, 96,000,000 common shares of the Company (“Common Shares“) at a price of $0.035 per Common Share and 96,000,000 Common Share purchase warrants (“Warrants“), with each Warrant entitling the investors to purchase one Common Share at an exercise price of $0.045 per Common Share at any time up to 60 months following the date of issuance thereof (the “Offering“), resulting in total gross proceeds of approximately $3.36 million, before deducting any applicable advisor or finder fees or Offering expenses.

The net proceeds from the Offering will be used for working capital and general corporate purposes.

The closing of the Offering is expected to occur during the week of February 13, 2023 (the “Closing“), or such other date as the investors and the Company may agree upon, and is subject to the completion of formal documentation and the Company receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.

In the United States, the Common Shares, the warrants and the Common Shares issuable upon the exercise of the warrants will be offered on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), and certain other jurisdictions in accordance with applicable securities laws. No securities will be offered for sale or sold in Canada.

In addition, the Company intends to amend the terms of 27,381,500 common share purchase warrants of the Company (the “Bought Deal Warrants“) which were issued pursuant to a bought deal financing completed on June 14, 2021. The Bought Deal Warrants currently have an exercise price of C$0.38 per Common Share and expire on June 14, 2024. The purpose of the proposed amendments is to (i) reduce the exercise price of the Bought Deal Warrants from C$0.38 to C$0.045 per Common Share, and (ii) extend the expiry date of the Bought Deal Warrants from June 14, 2024 to June 14, 2026 (the “Bought Deal Warrant Amendments“). The Bought Deal Warrant Amendments are subject to the completion of formal documentation and the Company receiving all necessary approvals, including any required approvals from the holders of the Bought Deal Warrants under the terms of the indenture governing the Bought Deal Warrants. The Bought Deal Warrant Amendments are expected to become effective by late February or early March.

No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  This news release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

ON BEHALF OF THE BOARD 

“Hugo Alves“ CEO 

About Auxly Cannabis Group Inc. (TSX: XLY)

Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. Our focus is on developing, manufacturing and distributing branded cannabis products that delight our consumers.

Our vision is to be a leader in branded cannabis products that deliver on our consumer promise of quality, safety and efficacy.

Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.

Notice Regarding Forward Looking Information:

This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities law. Forward-looking information is frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or information that certain events or conditions “may” or “will” occur. This information is only a prediction. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release. Forward-looking information includes, but is not limited to: the proposed completion of the Offering and the receipt of all applicable approvals in connection therewith; the proposed amendments to the Bought Deal Warrants, the proposed operation of Auxly, its subsidiaries and partners; the intention to grow the business, operations and existing and potential activities of Auxly; the Company’s response to the COVID-19 pandemic; the impact of the COVID-19 pandemic on the Company’s current and future operations; the Company’s execution of its innovative product development, commercialization strategy and expansion plans; the Company’s intention to introduce innovative new cannabis products to the market and the timing thereof; the anticipated benefits of the Company’s partnerships, research and development initiatives and other commercial arrangements; the anticipated benefits of the Company’s acquisition of Auxly Leamington; the expectation and timing of future revenues and of positive Adjusted EBITDA; expectations regarding the Company’s expansion of sales, operations and investment into foreign jurisdictions; future legislative and regulatory developments involving cannabis and cannabis products; the timing and outcomes of regulatory or intellectual property decisions; the relevance of Auxly’s subsidiaries’ current and proposed products with provincial purchasers and consumers; consumer preferences; political change; competition and other risks affecting the Company in particular and the cannabis industry generally.

A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information in this release including, but not limited to, whether: the Company will continue as a going concern as outlined in the Company’s most recent Management’s Discussion and Analysis;  the Company will be able to raise additional capital to fund its operations; the Company will be able to execute on its business strategy; Auxly’s subsidiaries and partners are able to obtain and maintain the necessary governmental and regulatory authorizations to conduct business; the Company is able to successfully manage the integration of its various business units with its own; there are not materially more closures or lockdowns related to the COVID–19 pandemic; the Company’s subsidiaries and partners obtain and maintain all necessary governmental and regulatory permits and approvals for the operation of their facilities and the development of cannabis products, and whether such permits and approvals can be obtained in a timely manner; the Company will be able to successfully integrate Auxly Leamington’s operations with its own, and whether the expected benefits of the acquisition materialize in the manner expected, or at all; the Company will be able to successfully launch new product formats and enter into new markets; there is acceptance and demand for current and future Company products by consumers and provincial purchasers; the Company will be able to increase revenues and achieve positive Adjusted EBITDA; and general economic, financial market, legislative, regulatory, competitive and political conditions in which the Company and its subsidiaries and partners operate will remain the same. Additional risk factors are disclosed in the annual information form of the Company for the financial year ended December 31, 2021 dated March 30, 2022 and Management’s Discussion and Analysis of Financial Condition and Results of Operation for the Three and Nine Months Ended September 30, 2022 dated November 11, 2022.

New factors emerge from time to time, and it is not possible for management to predict all of those factors or to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information. The forward-looking information in this release is based on information currently available and what management believes are reasonable assumptions. Forward-looking information speaks only to such assumptions as of the date of this release. In addition, this release may contain forward-looking information attributed to third party industry sources, the accuracy of which has not been verified by the Company. The forward-looking information is being provided for the purposes of assisting the reader in understanding the Company’s financial performance, financial position and cash flows as at and for periods ended on certain dates and to present information about management’s current expectations and plans relating to the future, and the reader is cautioned that such forward-looking information may not be appropriate for any other purpose. Readers should not place undue reliance on forward-looking information contained in this release.

The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

Read full release on Newswire here.