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Head well north.
48North – the latitude for a life well lived.
Latitude is a publication and creative platform that empowers women to connect, engage and learn through their personal experiences with cannabis. It allows audiences to explore cannabis through diverse storytelling, reorienting the cannabis conversation. Latitude also exists as an event series, book, newsletter and website.
Mother & Clone sublingual nanospray works in 60 seconds and lasts approximately one hour. Each spray contains 2.5 mg of THC, so you can stack your dose however you like. Our ingredients are pure and simple. No artificial flavours or sweeteners, only the naturally occurring terpenes in each strain, which happen to be delightful on the palate and calorie-free.
Avitas premium vape cartridges provide a clean, convenient and discreet way to enjoy cannabis. Always committed to a full-spectrum technique, ensuring we capture all the natural cannabinoids and terpenes in each strain. There are no additives, fillers or flavouring; all this product delivers is simple, sensual goodness. Avitas, a popular U.S.-based cannabis brand, is exclusive to 48North in Canada.
We have our eye on what’s next in the industry.
48North prides itself on delivering high-quality, organically grown cannabis, cannabis products and accessories on the market. Our forward-thinking designs and cutting-edge facilities allow us to bring exemplary products to market that reinforce our unbridled love for the plant.
Flower by 48North
Toke it easy. Our sustainable growing practices ensure that there’s nothing but clean, simple cannabis in our dried flower range. Something good is here.
Green Crush (Sativa)18-23% THC / > 1% CBD
Just like your morning coffee… minus the caffeine rush, Green Crush will perk up your taste buds with its tangy, fruity taste and uplifting properties. This frosty, deep green flower is the perfect daytime strain to invigorate your mind, sharpen your focus and energize your body.
Good with: getting through your to-do listTerpenesD-limonene
Power Plant (Sativa)14-18% THC / >1% CBD
Simply put: if you want to feel it, this bud’s for you. This heady sativa is light and bright in hue, but don’t be deceived: she packs a powerful punch, invigorating your high with spicy flavour and a euphoric state.
Good with: giggles with your best friendTerpenesPinene
Kosher Kush (Indica)15-18% THC / >1% CBD
Kosher Kush will delight your taste buds, while blissfully rocking you into a euphoric, relaxed state. Its flower is lush with sticky crystals, glowing copper pistils and a high THC count.
Good with: your favourite mealTerpenesPinene
Pre-roll by 48North
There’s so much good wrapped into our slim, 0.35-gram pre-rolls, which are grown sustainably and rolled with eco-friendly materials. They’re always at the ready, burn evenly and oh so smooth.
Granddaddy Purple15-18%% THC / 0-1%% CBD
This highly-potent strain is best loved for evenings spent dreaming (without being asleep, that is). Known for its slightly purple buds, Granddaddy Purple will relax you with its sweet, fruity flavour.
Good with: your new bookTerpenesPinene
F8 by 48North
Striking the perfect balance between form and utility, and moulded out of solid brass, we carefully crafted Liv to fit seamlessly into any home. It is designed to be displayed and showcased with pride.
Designed in Toronto. Made in Canada. 100% Brass.
Coming Soon by 48North
48North is a vertically integrated Licensed Producer focused on low-cost cultivation, brand, and next- generation cannabis products.
48North’s assets include a disruptive, large-scale, low-cost, 100-acre outdoor organic farm; two modern, indoor licensed facilities; and partnerships with leaders in cannabis, manufacturing and consumer packaged goods.
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Cultivating a revolution from the soil up.
We’re excited to be leading the way for high-quality, organic cannabis with our 100-acre organic farm and two indoor production facilities.
Press Releases August 9, 2019
48North Ships First Order of Cannabis to OCS; 48North Cannabis Products Now Available for Retail Sale in Ontario
Press Releases August 7, 2019
48North Makes Strategic Investment in Friendly Stranger, Marking Company’s First Retail Investment
Press Releases July 12, 2019
48North Successfully Completes Planting at its 100-acre Outdoor Organic Cultivation Facility, Good:Farm
Press Releases July 9, 2019
48North Converts Good:House into Propagation, Processing and Packaging Facility for its Outdoor-Grown Cannabis
Press Releases June 14, 2019
48North Partners with The New Farm and Farms for Change in Celebration and Support of Sustainable and Organic Farming
Press Releases June 12, 2019
48North Ships First Order of Cannabis to SQDC; 48North Cannabis Products Now Available for Retail Sale in Quebec
Press Releases June 10, 2019
48North Signs Supply Agreement with OCS for Outdoor-Grown Cannabis
Press Releases May 27, 2019
48North Announces Grant of Stock Options and Restricted Share Units
Financials May 21, 2019
Q3 2019 Financials (March 31, 2019)
48North Cannabis Corp. Announces Third Consecutive EBITDA-positive Quarterly Results, Receives License from Health Canada to Operate One of the World’s Largest Cannabis Farms
Press Releases May 18, 2019
48North Approved to Open One of the World’s Largest Licensed Outdoor Cannabis Operations
Press Releases May 15, 2019
48North Signs Supply Agreement with AGLC for Outdoor-Grown Cannabis
Press Releases May 3, 2019
48North Accelerates Warrant Expiry Date, Gross Proceeds to the Company Total $13,568,570
Press Releases May 1, 2019
48North Cannabis Corp. to Host Third Quarter 2019 Financial Results Conference Call on Tuesday, May 21, 2019 at 8:30 A.M. (ET)
Press Releases April 30, 2019
48North Wins “Brand of the Year” at the 2019 O’Cannabiz Industry Awards Gala
Press Releases April 18, 2019
48North Accelerates Warrant Expiry Date, Gross Proceeds to the Company Will Total an Estimated $13,500,000
Press Releases April 11, 2019
48North Signs Extraction Partnership and Outdoor Supply Agreement with humble+fume
Press Releases April 2, 2019
48North Closes Previously Announced Bought Deal for Total Gross Proceeds of $28.75 Million
Press Releases March 20, 2019
48North Added to Canada’s Largest and Best Performing Cannabis ETF, Horizons Marijuana Life Sciences Index ETF
Press Releases March 12, 2019
48North Enters Into $25 Million Bought Deal Equity Financing
Press Releases March 11, 2019
48North Receives Standard Processing License from Health Canada for its Good & Green Facility in Brantford, Ontario
Press Releases March 6, 2019
48North Announces an Exclusive Licensing Agreement with Arbor Pacific for its Nationwide Premium Cannabis Brand, Avitas
Financials February 26, 2019
Q2 2019 Financials (December 31, 2018)
Press Releases February 25, 2019
48North Signs Canadas First-Ever Letter of Intent for Outdoor Cannabis
48North Cannabis Corp. Announces Sustained Revenue Growth For Fiscal Q2 2019
Press Releases February 19, 2019
48North Launches Cannabis Accessories Brand F8; Signs Supply Agreement with the Ontario Cannabis Store and Tokyo Smoke
“The Next Report” by 48North Forecasts 2019 Cannabis Trends
Press Releases February 13, 2019
48North Cannabis Corp. to Host Second Quarter 2019 Financial Results Conference Call on Tuesday, February 26, 2019 at 8:30 A.M. (ET)
Press Releases February 6, 2019
48North Closes its $10 million Private Placement, Ready to Deliver on its 100-acre Outdoor Farm
Press Releases February 1, 2019
48North Retains Renmark Financial to Strengthen its Investor Relations Strategy
Press Releases January 24, 2019
48North Provides Update on its 100-acre Outdoor Farm Application
Press Releases December 3, 2018
48North Announces Equity Investment, Supply Deal and Strategic Partnership with Canopy Growth
Press Releases December 1, 2018
48North Cannabis Corp. Completes Acquisition of Good & Green, Fulfills $10 Million Private Placement, and Appoints Jeannette VanderMarel as Co-CEO
Press Releases November 26, 2018
48North Cannabis Corp. Announces Revenue Growth for Fiscal Q1 2019
Q1 2019 Financials (September 30, 2018)
Press Releases November 14, 2018
48North Cannabis Corp. to Host First Quarter 2019 Financial Results Conference Call on Tuesday, November 27, 2018 at 8:30 A.M. (ET)
Press Releases October 30, 2018
48North Cannabis Corp. Announces Transformational Acquisition and $10MM Private Placement
Press Releases October 3, 2018
48North Cannabis Corp. Added to Horizons Emerging Marijuana Growers Index ETF
Press Releases October 1, 2018
48North Cannabis Corp. Signs Supply Agreement with Good & Green
Press Releases September 25, 2018
48North Cannabis Corp. Licenses Colorado’s Mother & Clone’s Proprietary Cannabis Rapid-Absorption Sublingual Nanospray
Press Releases September 20, 2018
Rooted in the Netherlands and Grown in Northern Ontario, 48North Cannabis Corp. Announces its Top Six New Cultivars
Press Releases September 17, 2018
48North Cannabis Corp. Receives License to Extract and Produce Cannabis Oils
48North Cannabis Corp. Announces Fiscal Year 2018 Operating and Financial Result
Press Releases September 4, 2018
48North Cannabis Corp. to Host 2018 Fiscal Year-End Conference Call on Tuesday, September 18, 2018 at 8:30 A.M. (ET)
Press Releases July 30, 2018
48North Invites Women To Speak-Up About Their Cannabis Use
Financials June 30, 2018
2018 Annual Financials (June 30, 2018)
Press Releases June 28, 2018
48North Cannabis Corp. Targets Sun Grown Cannabis Following Canadian Federal Government’s Decision To Allow For Commercial Outdoor Cultivation
Press Releases June 25, 2018
48North’s Wholly Owned Cultivation Facility Receives Cannabis Sales License From Health Canada
Press Releases June 12, 2018
48North Cannabis Corp. Engages Both CFN Media Group and Stonebridge Partners, LLC to Reach New Investor Audiences
Press Releases June 11, 2018
48North Cannabis Corp. Adopts Advance Notice By-Law; Provides Update To Filing Statement
48North Cannabis Corp. Commences Trading On TSX Venture Exchange
Press Releases June 5, 2018
48North Cannabis Corp. Closes Qualifying Transaction on TSX Venture Exchange
Press Releases May 29, 2018
48North Cannabis Corp. Provides Update on Sales License Application
Press Releases March 22, 2018
48North Cannabis Corp. Reports Voting Results of Special Meeting of Shareholders
Financials March 13, 2018
Q3 2018 Financials (March 31, 2018)
Press Releases November 30, 2017
48North Cannabis Corp., Parent Company of Licensed Producer DelShen Therapeutics, Adds Industry Heavyweights to Board of Directors
Who are we?
48North Cannabis Corp. (NRTH) is a TSX Venture Exchange listed company.
What does 48North do?
48North Cannabis Corp. (TSXV: NRTH) is a vertically integrated cannabis company focused on the health and wellness market through cultivation and extraction, as well as the creation of innovative, authentic brands for next-generation cannabis products. 48North is developing formulations and manufacturing capabilities for its own proprietary products, as well as positioning itself to contract manufacture similar products for third parties.
48North operates two indoor-licensed cannabis production sites in Ontario with more than 86,000 square feet of production capacity. 48North cultivates unique genetics at its wholly owned subsidiaries, DelShen Therapeutics Corp. (“DelShen”) and 2599760 Ontario Corp. dba Good & Green (“Good & Green”), both Licensed Producers under the Cannabis Act. In addition, subject to Health Canada approval, 48North expects to operate a 100-acre organic farm providing 48North with organic, sun-grown cannabis securing a significant first-mover advantage in the production of low-cost, next-generation, extract-based cannabis products. 48North has a growing portfolio of brands that include Latitude, a women’s cannabis platform (explorelatitude.com); Mother & Clone, a rapid-acting sublingual cannabis nanospray (momandclone.com); and Avitas, a single-strain vaporizer cartridge (avitasgrown.com).
On what stock exchange are 48North Cannabis Corp.’s shares traded and what is the ticker symbol?
We are listed on the TSX Venture Exchange under the ticker symbol “NRTH”.
Can shares of 48North Cannabis Corp. be purchased directly from the company?
No, our shares cannot be purchased directly from the company.
How many shares of 48North Cannabis Corp. are currently issued and outstanding?
Our current share data can be found on the TSX Venture Exchange under the ticker symbol “NRTH”.
Does 48North Cannabis Corp. pay a dividend?
No, we have never declared or paid any dividends. We currently intend to retain future earnings, if any, to finance operations and expand our business.
Does 48North Cannabis Corp. offer a dividend reinvestment program (DRIP)?
No, we do not not offer a DRIP.
Who is 48North Cannabis Corp.’s transfer agent?
Our transfer agent is Computershare Trust Company of Canada. If you’re calling within North America, you can contact Computershare at 800-546-6264, or 514-982-7555 if you’re calling outside of North America. Alternatively, you can also reach them through their website: www.computershare.com/investor
How can I update my address, transfer my shares, request to receive shareholder documentation or replace a lost share certificate?
Our transfer agent is Computershare Trust Company of Canada. If you are a registered shareholder, they can help with a variety of shareholder-related services, including updating your address, transferring stock ownership, recovering lost or missing stock certificates, and account statement requests.
You can reach our transfer agent at 800-546-6264 (toll-free) or 514-982-7555 (outside of North America). Alternatively, you can also reach them through their website: www.computershare.com/investor. If you own shares through a brokerage, contact your broker.
How do I contact Investor Relations with a question or request?
You can email firstname.lastname@example.org or call David Hackett at 416-639-5891 x 304.
You may also reach Connor Whitworth, Director, Corporate Affairs via email at email@example.com.
What is 48North Cannabis Corp’s fiscal year end? When do your fiscal quarters end?
Our fiscal year ends June 30. Our quarters end as follows: Q1 (September 30), Q2 (December 31), Q3 (March 31).
Where can I get copies of 48North Cannabis Corp.’s annual and interim quarterly reports?
All of our annual and interim quarterly reports can be accessed on sedar.com. They can also be found in the “Financial Reports” area of our website.
Insider Share Ownership
Where can I find information on the share ownership positions of 48North Cannabis Corp. insiders?
Our insider share ownership information is available on the System for Electronic Disclosure by Insiders (“SEDI”) at sedi.ca.
We are committed to serving the best interests of our shareholders. For inquiries, please contact:
Analyst Coverage48North Cannabis Corp. is followed by the analyst(s) listed below.cultivation
48North’s commitment to delivering high-quality, organic cannabis starts with our farms. We currently operate two indoor facilities in Ontario and a 100-acre organic farm which is estimated to provide the Canadian cannabis market with over 40,000 kg of sun-grown cannabis, for a total capacity of 45,000 kg.
48North’s newly licensed 100-acre Good Farm will provide the Canadian cannabis market with 40,000 kg of organic, sun-grown cannabis. Outdoor growing is more sustainable than indoor or greenhouse production, and is expected to serve as the most cost-effective source of cannabis-based products.
48North’s Good Farm is committed to developing high-quality, organic cannabis and cannabis products. Products off of the good farm will be infused with sun-grown, organic cannabis, perfect for the eco-conscious and wellness minded consumer.
DelShen is located in Kirkland Lake Ontario. It is a 40,000 square foot cultivation facility licensed to sell cannabis as well as product and extract cannabis oils. DelShen’s expected annual production capacity is 2500kgs.
As 48North’s original facility and cultivation centre, DelShen is committed to sourcing and cultivating the most trusted and high-quality genetics for consumers.
Good House is 48North’s cutting-edge, 46,000-sq.-ft. cultivation, manufacturing, processing and innovation centre located on five acres of land in Brantford, Ontario. 48North designed Good House to adhere to Good Manufacturing Practices, a set of standards ensuring all of 48North’s products are produced consistently and at the highest quality.
At Good House, 48North embraces the future. As new trends emerge and the industry evolves, 48North seeks to develop new products that promote both health and wellness. With best-in-class international partners, our innovative processing and manufacturing centre is designed to serve the needs of the emerging cannabis industry. Good House is located 10 minutes away from 48North’s outdoor cultivation site, where we combine a disciplined approach and a strong passion for organic production.
48North Cannabis Corp. (TSXV: NRTH) is a vertically integrated cannabis company focused on the health and wellness market through cultivation and extraction, as well as the creation of innovative, authentic brands for next-generation cannabis products. 48North is developing formulations and manufacturing capabilities for its own proprietary products, as well as positioning itself to contract manufacture similar products for third parties.
48North operates two indoor-licensed cannabis production sites in Ontario with more than 86,000 square feet of production capacity. 48North cultivates unique genetics at DelShen and the Good House. In addition, 48North operates the Good Farm, a Health Canada licensed 100-acre organic farm providing the market with organic, sun-grown cannabis. 48North has a growing portfolio of brands that include Latitude, a women’s cannabis platform (explorelatitude.com); Mother & Clone, a rapid-acting sublingual cannabis nanospray (momandclone.com); and Avitas, a single-strain vaporizer cartridge (avitasgrown.com).
Alison GordonCo-CEO and Director
Alison is a veteran of the Canadian cannabis industry, bringing unique experience and relationships to her role as co-chief executive officer of 48North. A skilled marketer, she is celebrated for her ability to shift public opinion and consumer behaviour and has been named one of Canada’s Top 10 Marketers by Marketing magazine.
As co-founder of Rethink Breast Cancer, Alison is credited with growing a new generation of young breast cancer supporters, compelled by her groundbreaking communication and pharmaceutical expertise in the health-care realm. Today, Alison is applying her skills to 48North’s business plan in this new era of the cannabis industry. She is on the board of directors for the Cannabis Canada Council.
Jeannette VanderMarelCo-CEO and Director
Jeannette VanderMarel is an early entrepreneur in the cannabis industry and co-founder of Good & Green and The Green Organic Dutchman, one of Canada’s early Licensed Producers of medical cannabis. Inspired by her personal experience — including her career as a critical care and pediatric intensive care nurse, as well as her daughter’s battle with Dravet syndrome — Jeannette has a strong passion for and commitment to the cannabis industry, recognizing the opportunity cannabis presents to improve patients’ lives, combat the growing reliance on opiates, and improve wellness and health by offering new and innovative treatment alternatives. Ms. VanderMarel was a registered nurse (RN) and a certified nurse in critical care – pediatrics (CNCCP-C) and has previously served as chair of the Family Advisory Council at McMaster Children’s Hospital and was the co-founder and inaugural chair of the Ontario Lavender Association.
David HackettChief Financial Officer
David brings more than 20 years of financial and management leadership to 48North. He has overseen the growth of a number of start-up companies, including dealing with operations, technology, regulatory reporting (in Canada and the U.S.), corporate governance, public financing (in Canada and the U.S.) and M&A activity. David is a CPA and CA, and holds an MBA from the Richard Ivey School of Business at the University of Western Ontario.
Kevin HelfandChief Operating Officer
With more than 15 years of experience leading organizations in the banking, payments and technology industries, Kevin has an in-depth understanding of the challenges faced by organizations poised for rapid growth. His experience extends to directing sales, compliance, operations, fulfilment, human resources and facilities.
With a focus on corporate governance and operational efficiencies, Kevin is skilled at navigating complex operational ecosystems and dynamic regulatory regimes. He holds an MBA and LLB from the University of Alberta, and a B.Sc. in economics and psychology from the University of Toronto.
Kirsten GauthierChief Marketing Officer
Kirsten has founded multiple successful businesses, including Good Foot Delivery, a social enterprise courier service offering employment opportunities to people with disabilities. Her dedication to design coupled with her commitment to quality execution and social responsibility are at the heart of her success, earning her numerous awards.
As the Chief Marketing Officer of 48North, Kirsten brings a breadth of knowledge in design, social issues and consumer behaviour.
Richard MeloffVP of Products
Richard brings more than 12 years of experience in product development and general management to his role as vice-president of product at 48North. After working as a Wall Street M&A lawyer, Richard returned to Toronto to pursue his first love, food. There, he was president of a specialty food manufacturer where he launched more than 30 new SKUs into more than 700 Canadian retail locations. Most recently, Richard oversaw the Canadian arm of North America’s largest specialty foodservice distributor, Chef’s Warehouse, where he had full P&L responsibility for the entire operation. Richard is excited to apply his expertise in food and product development to the nascent and fast-growing cannabis industry. He holds a JD/MBA from the University of Toronto and a BA from McGill University.
Board of Directors
Mr. Cauchon was first elected to political office in October 1993 in the federal riding of Outremont. He has held many cabinet positions, including minister of national revenue, minister of justice and attorney general of Canada. As justice minister, he introduced in 2003 legislation decriminalizing the possession of small amounts of cannabis. Currently, Mr. Cauchon is executive chairman of Groupe Capitales Médias.
Lt.-Gen. James C. Gervais (Retired)
Mr. Gervais is a retired army commander of the Canadian Armed Forces who also served 12 years as a public servant as assistant deputy minister to Canada’s governor general.
In retirement, he has been a director on the boards of several mining companies and has served as the chairman of the Board of Commissionaires Ottawa, the largest not-for-profit security firm employing military and RCMP veterans.
Ms. Darche is a marketing and consumer trends specialist with a 20-year career in Montreal advertising agencies. She has a proven track record in managing major advertising and public opinion campaigns. The agency she helped build and administer, Allard Johnson (now KBS), has become one of Canada’s leading advertising firms.
A respected speaker, she has been heard regularly on Radio Canada sharing her views on trends, breakthroughs and market disruptions. Ms. Darche also serves as a director for Groupe Germain Hotels and KDC, a leading North American contract manufacturer of health and beauty care products.
She is chair of MU, a not-for-profit organization devoted to beautifying the city of Montreal by creating murals anchored in local communities. She holds a BA in design as well as an MBA and is a chartered director.
Mr. Assini is a chartered professional accountant and was both senior vice-president and partner at PriceWaterhouseCoopers LLP for more than 20 years, where he had advisory responsibility for southwestern Ontario. He left private practice in 2007 to pursue a career as an independent corporate director and is both a director and audit committee chair of I.G. Investment Management, Ltd., and Investors Group Corporate Class, Inc., which together have more than $86 billion of assets under management.
Mr. Assini is also a director and audit committee member of IG Trust Company Ltd. He is a past director of GoviEx Uranium Inc., M.R.S. Trust Co., Canada Flourspar Inc. and Mettrum Health Corp. Mr. Assini obtained his undergraduate degree from McGill University and was awarded his chartered accounting designation in Nova Scotia.
Mr. Dubuc is an economist, author and journalist. He is the national affairs columnist for the Montreal daily La Presse and is the recipient of numerous awards, including the National Newspaper Award for editorial commentary and the Public Policy Forum Hyman Solomon Award for Excellence in journalism. He sits on several boards, including the Institute for Research on Public Policy and the McGill Institute for the Study of Canada. He has written seven books on economics and political subjects and was named Officer of the Order of Canada in 2011. Mr. Dubuc obtained his master’s degree in economics at the Université de Montréal.
Wade CachageeIndigenous Affairs
Wade has been showcased for his business success in over 50 world wide events in Europe, Asia, the United States and throughout Canada. Over his last 24 years he started 6 different companies in a wide range of forestry, mining, transportation and geomatics sectors. He has provided various services to Indigenous communities, municipal/provincial/federal governments and the private sector. At the age of 27, he was elected as Chief of his First Nation and is known as Ontario’s youngest ever elected Chiefs. Wade has served many roles over his career, he is currently the President of Mushkegowuk Development Corporation which is a regional business organization consisting of 7 First Nations in northern Ontario. He is also a Trustee for the Chapleau Cree First Nation Trust. He was a past recipient of many regional, national and international awards including the National Aboriginal Achievement Awards and in 2000 Wade was the second youngest ever recipient of the Canada’s Top 40 Under 40 Awards, at the age of 27.
We’re doing more than growing cannabis. We’re bringing a unique perspective to the industry. Our progressive spirit runs through everything we do. As we grow, we’re set on building a culture and community driven by boundless opportunities in the products and partnerships that we develop.
We’re always looking for passionate, hard-working people to join us.
Come grow with us. Please email a clever cover letter and resumé to firstname.lastname@example.org
DelShen Therapeutics Corp. is Licensed producer of medical cannabis and medical cannabis products under the Cannabis Act, located approximately 40 km west of Kirkland Lake, Ontario. We grow unique genetics sourced from MariPharm B.V., a Netherlands-based phytopharmaceutical company with over 25 years of experience in the research and cultivation of cannabis for medical purposes.
Grow Supervisor (Full time position)
Reporting to the General Manager, the Grow Supervisor will be responsible for managing and coaching the grow team to support the overall daily operations of growing cannabis with regards to all growing related activities. The role will include planning, scheduling and determining labour requirements, equipment and materials to meet productions targets.\
- Lead, coach and mentor direct reports
- Provide guidance and expertise on plant growth and best practices in the cloning, veg, flower and harvest
- Manage production, process and distribution of cannabis under the Cannabis Act guidelines
- Determine materials, equipment, labour requirements and ensure availability to meet production targets regarding all aspects of growing cannabis
- Ensure overall flow and scheduling of all cultivation rooms and optimal asset utilization. Establish manpower requirements to meet schedules. Propose and lead corrective actions should issues arise
- Update and manage inventory (with help and support when required) using internal tools and Ample
- Communicate effectively and updates on grow conditions to Management Team and collaborating on solutions for problems and changing priorities
- Ensure personnel development and performance management planning for all direct and indirect reports, including ongoing proficiency training and smooth onboarding of new employees
- Review and approve daily/weekly hours of work
- Perform and manage all aspects of growing cannabis including selection and development of new strains through phenotyping
- Manage clone creation, transplanting, and pest management
- Monitor and adjusting room conditions through Argus program
- Maintain exceptional attention to detail to achieve consistently high-test results of cannabis products
- Develop and /or maintain growing protocols and nutrient regimes
- Ensure adequate sanitation of grow rooms and common areas, supplies, and uniforms
- Strong understanding and knowledge of the Cannabis Act
- 3+ years of supervisor experience
- A highly motivated, energetic and hands on leader with the ability to inspire and motive others
- Strong communication skills, both verbal and written
- Excellent organizational, technical problem solving, and interpersonal skills
- Physical ability to lift up to 50 lbs
- Overtime as required
- Hazards associated with the trade
- Prolonged standing, walking, lifting, squatting and bending
- Work environment can be hot and humid, similar to a greenhouse environment
48North strives to lead the cannabis industry through thought leadership and action to help educate curious consumers and shift the public’s perception of cannabis.
We are focused on the future.The Next Report23.08.19Newswire08.08.19CTV News Kitchener07.08.19The Star23.07.19The Star09.07.1948North doubles down on cannabis grown outdoors by converting Good:House to a propagation, processing and packaging operationThe Growth Op03.07.19WeedBox17.06.19Outdoor Lifestyle Magazine17.06.19Bay Street Bull17.06.19The Province31.05.19CBC30.05.19The Growth Op29.05.19Narcity23.05.19BNN Bloomberg23.05.19National Post21.05.19The Spec19.05.19The Globe and Mail09.05.19Financial Post06.05.19Cannabis Business Executive22.04.19Grow Opportunity20.04.19S Magazine15.04.19The Toronto Sun04.04.19The Star08.03.19High Times08.03.19Eighty Eight Agency01.03.19BNN Bloomberg27.02.19The Globe and Mail25.02.19Toronto Life24.01.19New Cannabis Adventures5.12.18Toronto Star30.10.18Financial Times29.10.18Canadian Living26.10.18Huffington Post22.10.18Huffington Post17.08.18The Globe and MailContact48North Toronto based corporate offices acknowledges and operates on the Traditional Territory of many nations including the Mississaugas of the Credit, the Anishnabeg, the Chippewa, the Haudenosaunee and the Wendat peoples.48North’s DelShen Therapeutics acknowledges and operates on the Traditional Territories of the Matachewan and Wahgoshig First Nations.48North’s Good House and Good Farm acknowledges and operates on the traditional territory of the Haudenosaunee Confederacy as determined by the Dish with One Spoon treaty and Haldimand Treaty. We respect the longstanding relationships with the local Indigenous community, the Six Nations of the Grand River.© 2019 48North Cannabis Corp.48North Toronto based corporate offices acknowledges and operates on the Traditional Territory of many nations including the Mississaugas of the Credit, the Anishnabeg, the Chippewa, the Haudenosaunee and the Wendat peoples.48North’s DelShen Therapeutics acknowledges and operates on the Traditional Territories of the Matachewan and Wahgoshig First Nations.48North’s Good House and Good Farm acknowledges and operates on the traditional territory of the Haudenosaunee Confederacy as determined by the Dish with One Spoon treaty and Haldimand Treaty. We respect the longstanding relationships with the local Indigenous community, the Six Nations of the Grand River.© 2019 48North Cannabis Corp.
This website is operated by 48North Cannabis Corp.. Throughout the site, the terms “we”, “us” and “our” refer to 48North Cannabis Corp.. 48North Cannabis Corp. offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
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Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
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We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
Accuracy, completeness and timeliness of information
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
Modifications to the service and prices
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
Products or services (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
Accuracy of billing and account information
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
User comments, feedback and other submissions
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
Errors, inaccuracies and omissions
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
Disclaimer of warranties; Limitation of liability
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall 48North Cannabis Corp., our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
You agree to indemnify, defend and hold harmless 48North Cannabis Corp. and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of 76 Stafford St. Toronto, Unit 101, Toronto, ON, M6J 2S1, Canada.
Changes to terms of service
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
Questions about the Terms of Service should be sent to us at email@example.com
48NORTH CANNABIS CORP. CORPORATE POLICIES48NORTH CANNABIS CORP. CORPORATE DISCLOSURE POLICY
48NORTH CANNABIS CORP. INSIDER TRADING POLICY
48NORTH CANNABIS CORP. COMPLAINTS PERTAINING TO CODE OF BUSINESS CONDUCT AND ACCOUNTING, INTERNAL ACCOUNTING CONTROLS, AUDITING AND OTHER MATTERS (WHISTLEBLOWING POLICY)
48NORTH CANNABIS CORP. CODE OF CONDUCT
The Board of Directors of 48North Cannabis Corp. and its subsidiaries (“48North”) has determined that, on the recommendation of the Governance Committee, 48North should formalise its commitment to conducting its business and affairs in accordance with a code of business conduct and ethics.
2 GENERAL PRINCIPLES
48North is committed to conducting its business and affairs with honesty, integrity and in accordance with high ethical and legal standards. This Code of Business Conduct and Ethics (“Code”) provides a set of ethical standards by which each director, officer, employee, consultant and contractor of 48North will conduct his or her business. This Code is intended to give an overview of 48North ’s expectations for its directors, officers, employees, consultants and contractors and is supplemented by other policies adopted by 48North.
3 APPLICATION OF THIS CODE
The Code applies to all directors, officers, employees, consultants and contractors of 48North and compliance with this Code for each director constitutes terms of service, for each officer and employee constitutes conditions of employment and for each consultant and contractor constitutes conditions of providing services to 48North. Each such person agrees to be bound by the provisions of this Code upon notification of the most recent copy being given to them or upon notification that an updated version has been placed on 48North’s website for review.
4 COMMUNICATION OF THIS CODE
To ensure that all directors, officers, employees, consultants and contractors of 48North are aware of this Code, a copy of this Code will be provided to them and they will be advised that this Code is available on 48North’s website for their review. All directors, officers, employees, consultants and contractors will be informed whenever significant changes are made. New directors, officers, employees, consultants and contractors will be educated about its importance.
5 COMPLIANCE WITH LAWS, CODE AND POLICIES
- As the anti-corruption laws of the US and Canada have extraterritorial application, all directors, officers, employees, consultants and contractors will be bound by the most stringent requirements of those laws in all jurisdictions in which we operate, even if conduct would otherwise be permitted by the local law of a particular jurisdiction.
- In addition, all directors, officers, employees, consultants and contractors, in discharging their duties, will comply with:
- the laws, rules and regulations of the location in which 48North is performing business activities;
- this Code; and
- all corporate policies, which address many of the following expectations in more detail and including, without limitation, the following principal corporate policies:
- Corporate Disclosure Policy
- Insider Trading Policy
- Whistleblower Policy
- No one working for 48North, regardless of his or her position, will ever commit an illegal or unethical act, or will instruct any officer, employee, consultant or contractor to do so. If you are confronted with a situation that raises an issue under this Code or other corporate policies, ask yourself these questions and carefully consider the appropriate action where the answer may be ‘yes’:
- Is the life, health or safety of anyone, or the environment, endangered by the action?
- Is it illegal?
- Does it feel dishonest, unfair and/or unethical?
- Does it compromise anyone’s trust or integrity?
- Would the public disclosure of the activity in any way be embarrassing to you, 48North or any other affected employees?
- You should be sufficiently familiar with any laws and regulations and corporate policies and procedures that apply to your area of work and responsibility. That will permit you to recognize possible breaches and to know when to seek advice. If in doubt, you should discuss the matter with a member of senior management.
6 ANNUAL CERTIFICATION REGARDING COMPLIANCE
- All directors, officers, employees and consultants of 48North, together with any contractors that the Board of Directors of 48North may decide, will provide annual certification of compliance with this Code in the form available for review on 48North’s website.
- The Corporate Secretary of 48North will be responsible for ensuring that all annual certifications are obtained on or before the end of the first fiscal quarter of each year, and for providing written confirmation to the Board of Directors that such certifications have been obtained and summarizing the results thereof.
7 STANDARDS OF GOOD PROFESSIONAL ETHICS
48North intends that its good reputation will be maintained and, accordingly, all of 48North’s activities will be carried out ethically and with honesty and integrity, in the expectation that these activities will become a matter of public knowledge. Anything less is unacceptable and will be treated as a serious breach of duty.
8 PROTECTION AND PROPER USE OF ASSETS
All directors, officers, employees, consultants and contractors of 48North will deal with 48North’s assets, including all data, information (confidential or otherwise), records, material, facilities and equipment, with the strictest integrity and with due regard to the interests of shareholders and all other stakeholders. 48North’s assets may not to be used for personal gain or benefit. In addition, all directors, officers, employees, consultants and contractors must protect such assets from loss, damage, misuse, theft and waste and ensure that such assets are used only for legitimate business purposes.
9 GOOD AMBASSADORSHIP
- All directors, officers, employees, consultants and contractors are ambassadors of 48North in both their business and personal lives. While 48North supports the freedom of the individual to pursue life in his or her own way outside of business hours, directors, officers, employees, consultants and contractors are encouraged to act in a manner which upholds their good reputation and that of 48North.
- All directors, officers, employees, consultants and contractors will represent 48North in a professional manner at all times. Neither the reputation nor the image of 48North will be jeopardized at any time. The behaviour of all directors, officers, employees, consultants and contractors is seen to reflect that of 48North, so all actions must reflect the policies of 48North.
10 CONFLICT OF INTEREST
- Directors, officers, employees, consultants and contractors, in discharging their duties, will act honestly and in good faith with a view to the best interests of 48North.
- Directors, officers, employees, consultants and contractors will avoid situations involving a conflict, or potential conflict, between their personal, family or business interests, and the interests of 48North.
- Directors, officers, employees, consultants and contractors will perform their duties and arrange their personal business affairs in a manner that does not interfere with their independent exercise of judgment. No director, officer or employee of 48North or consultant or contractor working for 48North will accept financial compensation of any kind, nor any special discount, loan or favour, from persons, corporations or organizations having dealings or potential dealings with 48North.
- Non-executive directors of 48North are not expected to devote their time and effort solely on behalf of 48North, and they may have a variety of other business relationships that could give rise to a conflict of interest. Any such potential conflicts of interest are not subject to the Code and are to be resolved directly with the Board of Directors.
11 CORPORATE OPPORTUNITIES
- Directors, officers and employees are prohibited from taking for themselves opportunities that arise through the use of corporate property, information or position and from using corporate property, information or position for personal gain. Officers and employees are also prohibited from competing with 48North directly or indirectly and owe a duty to 48North to advance the legitimate interests of 48North when the opportunity to do so arises.
- Non-executive directors of 48North may have a variety of other business relationships involving duties of loyalty. In addition, outside directors do not, as a general matter, have the same obligation as officers and employees to bring corporate opportunities to 48North. For these reasons, the Code does not apply to outside directors with respect to corporate opportunities that do not involve property of, information of or positions with 48North, and such issues, to the extent they arise, are to be resolved directly with the Board of Directors.
12 HUMAN RIGHTS
All directors, officers and employees will adhere to 48North’s commitment to promoting respect for internationally recognized human rights as set forth in the United Nations Universal Declaration of Human Rights.
13 EQUAL OPPORTUNITY
48North is committed to providing a work environment that enables all employees to be recruited, and to pursue their careers, free from any form of unwarranted discrimination. In particular, 48North will not discriminate on the basis of age, colour, creed, disability, ethnic origin, gender, marital status, national origin, political belief, race, religion or sexual orientation, unless required for occupational reasons or legislation.
All employees have a right to work in an environment free from all forms of harassment. Harassment is defined as any unwanted conduct or comment that is intimidating, hostile or offensive in the work environment.
15 ALCOHOL AND DRUGS
Any misuse of alcohol or legal drugs (prescribed or un-prescribed), or the use of any illegal drugs, may jeopardize job safety and/or performance, and is prohibited in the 48North workplace. No officer, employee, consultant or contractor will enter the workplace under the influence of alcohol or such drugs that may impair safety and/or performance.
16 REPORTING VIOLATIONS OF THE CODE – WHISTLEBLOWER POLICY
- All directors, officers, employees, consultants and contractors will adhere to 48North’s commitment to conduct its business and affairs in a lawful and ethical manner. All directors, officers, employees, consultants and contractors are encouraged to raise any queries with the Corporate Secretary.
- In addition, any director, officer, employee, consultant and contractor of 48North who becomes aware of any instance where 48North receives a solicitation to engage in any act prohibited by this Code, or who becomes aware of any information suggesting that a violation of this Code has occurred or is about to occur is required to report it to the Corporate Secretary.
- Persons who wish to raise a possible policy breach or legal or ethical concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. 48North aims to encourage openness and will support anyone who raises genuine concerns in good faith under this Policy, even if they turn out to be mistaken. No directors, officers, employees, consultants and contractors of 48North will suffer demotion, penalty, or other adverse consequences for raising a possible policy breach, legal or ethical concerns or for reporting possible wrongdoing, even if it may result in the Company losing business or otherwise suffering a disadvantage.
- 48North has also adopted a Whistleblower Policy which provides procedures for reporting violations of laws, rules, regulations or 48North’s corporate policies, including a procedure for anonymous reporting.
17 CONSEQUENCES OF NON-COMPLIANCE WITH THE CODE
Failure to comply with this Code may result in severe consequences, which could include internal disciplinary action or termination of employment or consulting arrangements without notice. Violation of this Code may also violate or constitute a criminal offence under US, or Canadian laws. If it appears that any director, officer, employee, consultant or contractor of 48North may have violated such laws, then 48North may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment for 48North and/or the responsible person.
18 REVIEW OF CODE
The Board of Directors of 48North will review and evaluate this Code on an annual basis to determine whether this Code is effective in ensuring 48North’s business and affairs are conducted with honesty, integrity and in accordance with high ethical and legal standards.
If you have any questions about how this Code should be followed in a particular case, please contact the Corporate Secretary or the Chief Operating Officer of 48North in the first instance on +1 416 639 5891
20 WAIVERS OF THE CODE
Any waiver of this Code with respect to a director or officer of 48North may be made only by the Board of Directors. Any such waiver will be promptly disclosed to the extent required by applicable laws or stock exchange rules and regulations.
21 PUBLICATION OF THE CODE
This Code will be posted on 48North’s website at www.48nrth.com.
48NORTH CANNABIS CORP. CORPORATE DISCLOSURE POLICY
- The Board of Directors of has determined that 48North Cannabis Corp. and its subsidiaries (“48North”) should formalize its policy on corporate disclosure in accordance with the provisions of National Instrument 51-102 – Continuous Disclosure Obligations and National Policy 51-102 – Disclosure Standards.
- The disclosure controls and procedures in this Corporate Disclosure Policy (“Policy”) are designed to ensure that information is accumulated and communicated to the Corporation’s management to allow timely decisions regarding required disclosure. Proper application of the disclosure controls and procedures will also capture information that is relevant to assessment of developments and risks that pertain to the Corporation’s business, as well as other material information about the Corporation. The design and application of the Policy seeks to provide a defence against litigation arising out of a misstatement in a public filing or arising out of a failure to promptly make a required disclosure.
2 OBJECTIVES OF THE POLICY
The objectives of this Policy are to:
- Reinforce 48North’s commitment to compliance with the continuous disclosure obligations imposed by Canadian securities law and the rules and regulations of and any Stock exchange the Company may get listed on;
- Ensure that all communications to the investing public about the business and affairs of 48North are:
- informative, timely, factual and accurate; and
- consistent and broadly disseminated in accordance with all applicable legal and regulatory requirements.
- Confirm in writing 48North’s disclosure policies and guidelines to ensure compliance with such laws, rules and regulations as well as to ensure that timely and accurate information is provided equally to all shareholders and market participants regarding 48North; and
- Establish a disclosure committee to help achieve the above objectives.
3 APPLICATION OF THE POLICY
- This Policy applies to all directors, officers, employees, consultants and contractors of 48North who have access to confidential corporate information as well as those persons authorized to speak on behalf of 48North (collectively “Subject Persons”).
- This Policy covers all periodic and event driven (anticipated or otherwise) disclosure made in documents filed with stock exchanges and securities regulators, including all financial and non-financial disclosure, management’s discussion and analysis and written statements made in 48North’s annual and quarterly reports, press releases, letters to shareholders, presentations by senior management and information contained on 48North’s website(s) and other electronic communications. It extends to all oral statements made in meetings and telephone conversations with analysts and investors, interviews with the media as well as presentations, speeches, press conferences, conference calls and webcasts.
4 COMMUNICATION OF THE POLICY
To ensure that all Subject Persons are aware of the Policy, a copy of the Policy will be distributed to all Subject Persons, or alternatively they will be advised that the Policy is available on 48North’s website for their review. All Subject Persons will be informed whenever significant changes are made. New Subject Persons will be provided with a copy of this Policy and will be educated about its importance.
5 ADMINISTRATIVE RESPONSIBILITY
- 48North’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer are the members of senior management responsible for overseeing 48North’s disclosure practices, setting benchmarks for the assessment of materiality, determining when developments justify public disclosure and ensuring adherence to this Policy.
- Within the members of senior management enumerated above, the Chief Executive Officer is the individual primarily responsible for ensuring that 48North complies with all legal and regulatory disclosure requirements and for:
- overseeing 48North’s corporate disclosure practices and monitoring compliance with this Policy;
- initiating, with input and advice from the other members of senior management, disclosure of material information in accordance with the processes and procedures set out in this Policy; and
- dealing with any issues which may be raised by the regulatory authorities.
- Disclosure Committee
- 48North has established a disclosure committee (“Disclosure Committee”) which is responsible for determining whether information is material information, the timely disclosure of material information in accordance with applicable securities laws and stock exchange rules and regulations, monitoring compliance with this Policy, and overseeing 48North’s disclosure controls and procedures.
- The Disclosure Committee is not a committee of the Board. Members of the Disclosure Committee will be the:
- Chief Executive Officer;
- Chief Financial Officer;
- Chief Operating Officer;
- Legal Counsel; and
- Chairman of the Board of Directors if a quorum of the Disclosure Committee cannot be achieved or the Chief Executive Officer deems necessary.
- The Disclosure Committee may delegate specific functions to sub-committees of the Disclosure Committee, subject to final report to the Disclosure Committee. A quorum of the Disclosure Committee is the Chief Executive Officer and any two members. Each member of the Disclosure Committee may appoint a designee to act in their absence. Normally, decisions of the Disclosure Committee will be made by majority vote of the quorum.
- The Disclosure Committee shall appoint a Corporate Secretary for the Committee, who need not be a member of the Disclosure Committee, who shall be responsible for maintaining a record of its work and deliberations and otherwise documenting compliance with the requirements of this Policy. The Corporate Secretary, working with the Chief Financial Officer and the Chief Executive Officer (with regard to financial/investor or other disclosures respectively) will organize all meetings of the Disclosure Committee, prepare agendas, assemble and circulate relevant draft and supporting documentation and keep minutes of meetings and decisions of the Disclosure Committee, and provide a copy of such records to the Audit Committee.
- Informing the Disclosure Committee of Corporate Developments
- All employees of 48North, directly or through their immediate supervisor, must keep all members of the Disclosure Committee sufficiently appraised of potentially material developments on a timely basis so they can discuss and evaluate any events that might give rise to a disclosure obligation. For clarity, it is the responsibility of each employee to inform senior management without delay of events or developments that might have a material effect on the Corporation.
- It is the responsibility of all members of senior management to inform the members of the Disclosure Committee of such information. If any officer or member of the Disclosure Committee receives a report of non-public, possibly or potentially material information and concludes that the Corporation may have an obligation to promptly disclose that information to securities regulators, stock exchanges, shareholders or the public, that person shall promptly advise the members of the Disclosure Committee. The Disclosure Committee shall promptly convene (or communicate electronically) to consider the significance and need for disclosure of that information and, in consultation with the Chief Executive Officer, shall take such steps as its members deem appropriate under the circumstances
- The Disclosure Committee will meet (or communicate by telephone or electronically) on the request of any member in the event of the occurrence of an event or situation involving or affecting the Corporation which may warrant public disclosure.
6 GENERAL GUIDELINES
- Principals of Disclosure of Material Information
- In complying with the continuous disclosure obligations imposed by Canadian securities law and the rules and regulations of any stock exchange the company is listed on, 48North will observe the following principles in disseminating material information:
- subject to the determination of confidentiality as described below, material information will be publicly disclosed promptly by way of press release, the dissemination of which will include all applicable regulators;
- material changes in the business and affairs of 48North will be described in a material change report, which will be filed with the applicable Canadian securities regulators as soon as practical and in any event no later than ten (10) days after the material change occurs. In the event of a material change which the Chief Executive Officer has determined should remain confidential, upon approval by the Board of Directors, a confidential material change report will be filed with the applicable Canadian securities regulators, and the Chief Executive Officer and the Board will review their decision to keep the information confidential not less than every ten (10) days;
- there is no distinction between favourable and unfavourable material information for disclosure purposes, and both types of information must be promptly and fully disclosed in accordance with this Policy;
- disclosure must be complete and include any information which by omission would make the rest of the disclosure misleading;
- there must not be selective disclosure, whether to an analyst, investor or others; and
- disclosure should, to the fullest extent possible, be written in accordance with the plain language principles set forth in Companion Policy 51-102CP.
- Material Information
- Material information is any information relating to the business and affairs of 48North that results in, or would reasonably be expected to result in; a significant change in the market price or value of any of 48North’s securities or that would reasonably be expected to have a significant influence on a reasonable investor’s investment decisions.
- When determining whether or not information is material, the following principles will be taken into account:
- the nature of the information, the volatility and liquidity of 48North’s securities and how prevailing market conditions will impact on materiality;
- the determination of whether or not information is material often involves the exercise of sound business judgments based upon experience; and
- both positive and negative information can be material. Because disclosure (or non-disclosure) will be evaluated after the fact with the benefit of hindsight, questions concerning the materiality of particular information should be resolved by treating such information as being material.
- Material information includes, but is not limited to:
- significant changes to major assets and operations;
- significant or material contracts;
- financial performance and significant changes in financial performance;
- business and strategic plans;
- major corporate acquisitions and dispositions;
- significant changes in senior management;
- significant changes in corporate structure, such as reorganizations;
- significant litigation;
- changes in capital structure and public or private sale of securities;
- borrowing of a significant amount of funds;
- entering into or loss of significant contracts; and
- takeover bids or issuer bids.
- Issuing News Releases and other Public Documents
- In accordance with Section 5.3, the Disclosure Committee will make the determination whether any particular material information should be disclosed and the timing of such disclosure.
- 48North’s Chief Executive Officer and Chief Financial Officer, and those individuals designated by the Chief Executive Officer, are responsible for initiating and overseeing presentations, conference calls and other communications with analysts and other members of the financial community and for overseeing the electronic communications aspect of this Policy.
- Designated Spokespeople
The designated spokespersons for 48North, responsible for communication with the media and the investment community (e.g. analysts, shareholders, potential investors), are the Chief Executive Officer and Chief Financial Officer, and any other person designated by the Chief Executive Officer. Designated spokespersons for any subsidiary of 48North will be determined by the Chief Executive Officer. Directors, officers and employees other than the designated spokespersons must not respond under any circumstances to inquiries from the investment community, the media, regulatory authorities or others unless specifically authorized by one of the spokespersons identified above. All such communications must be referred to an authorized spokesperson.
- Confidentiality of Information
- All Subject Persons are legally bound not to disclose confidential information to anyone outside of 48North. In addition to the legal requirements, Subject Persons are expected to observe the following:
- do not discuss 48North’s business and affairs in places where the discussion may be overheard by persons not authorized to have the information;
- confidential documents should not be read or displayed in public places or discarded where they can be retrieved;
- documents and files containing confidential information should be kept in a safe place with restricted access;
- transmission of documents by fax, email or other electronic means should be made only where it is reasonable to assume that transmission can be made and received under secure conditions; and
- documents containing confidential information should be promptly removed from conference rooms and work areas after meetings have concluded and extra copies of confidential documents should be destroyed.
- Every effort must be made to limit access to confidential information to only those persons who need to know the information, and such persons must be advised that the information is to be kept confidential.
- Outside parties who receive or are privy to undisclosed confidential information in the course of conducting business with 48North must confirm their commitment to non-disclosure in a written confidentiality agreement.
- Selective Disclosure
All Subject Persons are legally bound not to disclose confidential information to anyone outside of 48North who is not subject to a confidentiality obligation. Disclosure of such information that has not been publicly disclosed to any person or select group, including investment analysts, institutional investors, other market professionals and the media, is considered selective disclosure. Selective disclosure is illegal and is prohibited.
- Unintentional Selective Disclosure
Disclosure of material information that has not previously been publicly disclosed by a person who either did not know its confidential nature or was reckless in not knowing, prior to making the disclosure, is unintentional selective disclosure. If unintentional selective disclosure has been made, then the Disclosure Committee must be immediately notified, for example through contact with the Chief Executive Officer and Chief Financial Officer of 48North. The Disclosure Committee will immediately take all appropriate steps including:
- notify the stock exchange the company is listed on immediately of the unintentional selective disclosure and determine with the stock exchange whether a trading halt should be instituted pending issuance of a press release;
- publicly disclose the material information by way of press release as soon as practicable; and
- notify the person to whom the unintentional selective disclosure was made that such information has not been publicly disclosed and must remain confidential and that he or she may not trade in securities of 48North until the information is generally disclosed.
7 DEALING WITH REGULATORS
- If requested by a stock exchange or other securities regulatory authority to make a public statement, including in response to a rumor, the Disclosure Committee will consider whether to make a statement and determine the content of the disclosure, if any. In making its decision, the Disclosure Committee may consider the advice of the securities regulatory authority or other external advisors, as it deems appropriate.
- The Chief Financial Officer will be responsible for receiving inquiries from the market surveillance division of the stock exchange with respect to unusual trading activity or market rumors.
- The Chief Financial Officer is responsible for contacting the market surveillance divisions of the stock exchange in advance of a news release of material information, to seek approval of the news release, to watch unusual trading, and to determine if a halt in trading is required.
8 DEALING WITH THE INVESTMENT COMMUNITY
In communicating with investment analysts, security holders, potential investors and the media, the following practices must be avoided:
- announcing material information that has not previously been announced by way of a press release;
- selective disclosure;
- distribution of investment analyst reports (only lists of all analysts providing coverage will be supplied); and
- commenting on current period earnings estimates and financial assumptions other than as may be generally disclosed.
- Conference Calls
- 48North may hold investor and media conference calls with investment analysts and other interested parties as soon as practicable (usually within one business day) after the release of annual and quarterly financial results. Normally, media are invited to listen to investor conference calls and investors are able to listen to media conference calls. Conference calls may also be held following announcements of material information and events, however, they are not a substitute for disclosure of material information by way of press release.
- 48North will announce the date and time of any conference call in a news release prior to the call, if appropriate, and on 48North’s website. An audio recording of the conference call will be made available by either telephone or through an internet webcast for a limited time period thereafter.
- The Chief Financial Officer (and other members of the Disclosure Committee, as appropriate) normally holds a debriefing meeting as soon as practicable after any conference call. If such debriefing uncovers unintentional selective disclosure of previously undisclosed material information, the Disclosure Committee will determine the appropriate courses of action.
- Analyst Meetings
- 48North’s executives may meet with analysts and portfolio managers on an individual or small group basis as required, and initiate or respond to analysts and investor calls. Normally, the Chief Executive Officer and/or Chief Financial Officer, or their designee, will attend such meetings. When the Chief Executive Officer and Chief Financial Officer, or their designee, is unable to attend such meetings, they/she may brief those participating in 48North’s public disclosure prior to such meetings to help ensure consistency in messages and disclosure. Where practical, statements and responses to anticipated questions should be scripted or discussed in advance by Investor Relations. The purposes of the Chief Executive Officer and/or Chief Financial Officer’s attendance at such meetings and/or the pre-briefing is to keep detailed records and/or transcripts of all meetings, and to ensure that selective disclosure of undisclosed material information does not occur, and to allow follow-up cross-briefing to other authorized spokespeople to ensure that communication is consistent amongst all authorized spokespeople.
- In general, conversations with analysts should be limited to explanations or clarifications of publicly disclosed material information or other non-material information or non-confidential information. When information is formalized into a written schedule for wide distribution, it will be included in the official disclosure record containing copies of all such information. While 48North must provide the same oral or written schedule information to any person who requests it, it is not required to formally capture the various non-material discussions held.
- If, for any reason, material information is selectively disclosed to analysts, investors or media in any forum, the members of the Disclosure Committee should be immediately notified.
- Analyst Reports and Models
- No one may comment on analyst reports, financial models and their underlying assumptions. However, 48North may correct inaccurate factual information and discuss economic and industry trends, which are generally known, that may affect it.
- Analyst reports are proprietary to the analyst’s firm and 48North should not be seen as endorsing such reports by redistributing or making them generally available to the public or to employees. Notwithstanding this, 48North can distribute analyst reports to its board of directors, senior managers, credit agencies and financial and professional advisors to assist them in monitoring communications about 48North and how corporate developments are affecting their analysis.
- 48North will post on its website a complete listing of the analysts who have reports available for their retail clients (regardless of their recommendation), and their firm. 48North will not provide a link to their website or publications and will not post copies of analyst reports on the 48North Website.
- Analyst Revenues, Earnings and Other Estimates
- Responses to inquiries by analysts regarding 48North’s revenues, earnings, and other estimates will be limited to company forecasts and guidance already publicly disclosed, and the range and average of estimates made by other analysts. 48North must not guide analysts with respect to earnings estimates.
- Should management determine that future results will likely be significantly out of the range of any previously issued guidance by 48North (particularly if earnings are expected to be below the range), the Disclosure Committee should consider the appropriateness of issuing a news release and conducting a conference call to explain the change.
- Industry Conferences
48North may participate in various industry conferences in Canada and elsewhere. In general, conversations with interested parties should be limited to explanations or clarifications of publicly disclosed material information or other non-material information or non-confidential information. Brochures or other hand-outs must be approved by the Chief Financial Officer and, if required, by the Disclosure Committee, prior to undisclosed dissemination to the public. The Chief Financial Officer or a designee should be present to monitor that undisclosed material information is not disclosed.
- Blackout Periods
During blackout periods (See the 48North Insider Trading Policy), all 48North spokespersons are prohibited from commenting on current period earnings estimates and financial assumptions, other than to cite or refer to existing public guidance. Communications must be limited to commenting on publicly available or non-material information. During blackout periods, all 48North spokespersons must also avoid initiating meetings (in person or by phone) with investment analysts, security holders, potential investors and the media on items significant to investors, other than responding to unsolicited inquiries concerning factual information. 48North does not, however, have to stop all communications with analysts or investors during this period and may, for example, participate in investment meetings and conferences organized by other parties, as long as material information which has not been publicly disclosed is not selectively disclosed.
9 DEALING WITH THE MEDIA
In communicating with the media, the following procedures will be followed:
- 48North will not provide any material information or related documents to a reporter on an exclusive basis;
- Media spokespeople should promptly respond to all media inquiries. Senior management or subject matter experts should be utilized in key announcements, as appropriate, to build creditability and provide more informed disclosure; and
- Media news conferences on financial matters are normally conducted in separate forums from investors but access to information disclosed should be similar in all material respects. The Chief Executive Officer and/or Chief Financial Officer or a designee should attend media conferences to monitor that undisclosed material information has not been selectively disclosed.
10 DEALING WITH LEAKS, RUMOURS AND SPECULATION
In dealing with leaks, rumours and speculation, the following procedures will be followed:
- 48North’s policy is to not comment, affirmatively or negatively, on rumours. This also applies to rumours on the internet. 48North’s designated spokespersons will respond consistently to those rumours by stating “It is our policy not to comment on market rumors or speculation”;
- If the stock exchange the company is listed on requests that 48North make a definitive statement in response to a market rumour that is causing significant volatility in the stock, the Chief Executive Officer will consider the matter and present a recommendation as to the nature and content of a response to the Disclosure Committee and the Disclosure Committee will decide whether to make a policy exception; and
- If the rumour is true in whole or in part with respect to undisclosed material information an obligation to disclose such information may be created. In such circumstances, 48North will immediately contact the stock exchange the company is listed on to discuss whether trading in 48North’s securities should be halted pending the issuance of a press release disclosing the relevant material information.
11 MAINTENANCE OF DISCLOSURE RECORD
The Chief Executive Officer will maintain:
- a record of all disclosure documents prepared and filed with securities regulators;
- copies of all minutes of the meetings and decisions of the Disclosure Committee; and
- copies of transcripts of presentations, conference calls and webcasts, notes from meetings with the media and analysts and analyst reports on 48North.
12 ELECTRONIC COMMUNICATIONS
This Policy also applies to electronic communications. Accordingly, officers and employees responsible for written and oral public disclosures are also responsible for electronic communications.
- The head of Business Development will monitor 48North’s website (“48North Website”) for 48North to ensure that all information on the 48North Website is accurate, complete, up-to-date and in compliance with all relevant securities laws, the Electronic Communications Disclosure Guidelines established by the stock exchange the company is listed on (“Stock Exchange Guidelines”) for the design of a website and dissemination of information electronically, and this Policy.
- Disclosure on the 48North Website alone does not constitute adequate disclosure of information that is considered material non-public information. Any disclosure of material information on the 48North Website must be preceded by the issuance of a news release.
- If 48North is considering a distribution of its securities, the content of the 48North Website must be reviewed before and during the offering to ensure compliance with applicable securities laws.
- All investor relations material will be contained within a separate section of the 48North Website and will include a notice that advises the reader that the information posted was accurate at the time of posting, but may be superseded by subsequent disclosures. Any material changes to the material posted on the 48North Website must be updated immediately.
- The following information will be included in the “Investors” section of the 48North’s website for the applicable retention periods noted below:
- all public information that has been disclosed, including either (i) complete copies of or (ii) a link to all documents that have been filed with the Canadian securities regulatory authorities and on SEDAR; and
- all information that is given to analysts, institutional investors and other market professionals, such as fact sheets, fact books, slides of investor presentations and material distributed at analyst and industry conferences.
- The Chief Financial Officer will be responsible for:
- posting on the 48North Website, forthwith after public dissemination has taken place, all public information that has been disclosed;
- carrying out regular reviews of the 48North Website to ensure that the information on the 48North Website is accurate, complete, up to date and in compliance with any stock exchange the company is listed on electronic communications disclosure guidelines and any other applicable disclosure requirements, and to regularly update and correct any outdated or inaccurate information;
- ensure that all outdated or inaccurate information is removed on a timely basis and electronically archived, with a link being provided to enable a website user to request such archived information;
- ensuring that the following retention periods are applied to the following categories of information on the 48North Website:
- three years for annual financial statements;
- two years for quarterly financial statements;
- one year for annual information forms
- one year for press releases
- six months for investor presentations
- one month for webcasts and investor relations conferences;
- approving all links from the 48North Website to third party websites; and
- responding to all electronic enquiries and in so doing ensuring that only information that could otherwise be disclosed in accordance with this Policy is used in such responses.
- Internet Chat Rooms and Electronic Bulletin Boards
In order to ensure that no material information is inadvertently disclosed, no Subject Person will participate in any internet chat room, newsgroup discussion or electronic bulletin board on matters relating to the business, affairs or securities of 48North, unless approved by the Chief Executive Officer, Chief Financial Officer or the Disclosure Committee. All employees must report to the Chief Financial Officer any discussion pertaining to the business, affairs or securities of 48North discovered on the Internet.
- Computer, E-mail and Internet
- All computers that 48North employees access for work purposes (including laptops) and the 48North e-mail system (which includes all 48North email addresses) are the property of 48North and have been provided for use in conducting company business. All communications and information transmitted by, received from, created or stored in 48North’s computer system (whether through word processing programs, e-mail, the Internet or otherwise) are the property of 48North, can be considered corporate correspondence on behalf of 48North and are subject to the provisions of this Policy.
- Access to the Internet is also provided for business purposes and employees are responsible for any action taken while using the Internet or e-mail and will be held accountable. In order to ensure compliance with the provisions of this Policy and general conduct of business by employees, 48North has the right, without the consent of any employee, to monitor any and all of the aspects of its computer system, including, without limitation, reviewing documents created and stored on its computer system (including laptops), deleting any matter stored in its system, monitoring sites visited by employees on the Internet, monitoring chat and news groups, reviewing material downloaded or uploaded by users from the Internet, and reviewing e-mail sent and received by users. Employees should not have an expectation of privacy in anything they create, store, send or receive on 48North’s computer system.
13 FORWARD-LOOKING INFORMATION
If 48North decides to disclose forward-looking information in any disclosure document, presentation or other public communication, it will follow these guidelines:
- forward-looking information will only be released in circumstances determined by the Chief Executive Officer;
- to the extent any forward-looking information is provided in required disclosure documents under applicable securities laws, it will be clearly marked as forward-looking and all material assumptions used in the preparation of the forward-looking information will be described in reasonable detail;
- all forward-looking information will be disclosed, updated and withdrawn in compliance with all applicable securities laws and regulations;
- written and oral statements will be accompanied by appropriate contingency and cautionary language or notices, which will identify or refer to the risks and uncertainties that may cause the actual results to differ materially from those projected in the statements;
- all forward-looking information will be accompanied by a statement that disclaims 48North’s intention or obligation to update or revise the forward-looking information, whether as a result of new information, future events or otherwise. Notwithstanding this disclaimer, should subsequent events prove past material statements to no longer be accurate, 48North may in its discretion choose to update or revise the forward-looking information;
- at the beginning of any conference call or presentation, a 48North spokesperson will make a statement that forward-looking information may be discussed. This will include appropriate cautionary language or references to cautionary statements contained in publicly available documents containing the assumptions, sensitivities and a full discussion of the risks and uncertainties; and
- if 48North has issued a forecast or projection in connection with an offering document pursuant to applicable securities laws, 48North will update that forecast or projection periodically as required by applicable securities laws.
14 CONSEQUENCES OF NON-COMPLIANCE WITH POLICY
Failure to comply with this Policy may result in severe consequences, which could include internal disciplinary action or termination of employment or consulting arrangements without notice. The violation of this Policy may also violate Canadian securities laws. If it appears that a Subject Person may have violated such laws, then 48North may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.
15 REVIEW OF POLICY
The Board of Directors of 48North will annually review and evaluate this Policy to determine whether the Policy is effective in ensuring accurate and timely disclosure in accordance with 48North’s disclosure obligations.
If you have any questions about how this Policy should be followed in a particular case, please contact the Chief Executive Officer or the Chief Financial Officer of 48North.
17 PUBLICATION OF THE POLICY ON WEBSITE
This Policy will be posted on 48North’s website: www.48nrth.com
Approval Date: June 5, 2018
Approved by: The Board of Directors
48NORTH CANNABIS CORP. INSIDER TRADING POLICY
The Board of Directors of 48North Cannabis Corp. and its subsidiaries (“Company” or “48North”)1 has determined that 48North should formalize its policy on matters relating to the awareness of the prohibitions on, and prevention of, Insider Trading as it relates to personnel employed by or under contract to 48North.
2 OBJECTIVE OF THE POLICY
The objective of this Insider Trading Policy (“Policy”) is to ensure that 48North and all persons to whom this Policy applies meet their obligations under applicable securities laws and stock exchange rules by ensuring that all such persons who have Material Non-Public Information (as defined below) do not engage in insider trading or tipping.
3 APPLICATION OF THE POLICY
- The provisions of this Policy apply to all directors, officers, employees, consultants and contractors of 48North, each of whom will agree to be bound by such provisions upon notification of the most recent copy, and all Related Persons (as defined below) of such persons (collectively, “Restricted Persons”).
- The provisions of this Policy that apply to trading and reporting of transactions in securities apply to all transactions in 48North’s securities, including common shares, stock options and any other securities 48North may issue from time to time (as well as the securities of other companies described in Section 5.4 (d) below).
- This Policy should be read with and in conjunction to 48North’s Corporate Disclosure Policy.
4 COMMUNICATION OF THIS POLICY
To ensure that all Restricted Persons are aware of the Policy, a copy of the Policy will be distributed to all directors, officers, employees, consultants and contractors of 48North, or alternatively they will be advised that the Policy is available on 48North’s website for their review. All such persons will be informed whenever significant changes are made. New directors, officers, employees, consultants and contractors of 48North will be provided with a copy of this Policy and will be educated about its importance.
5 DEFINITIONS & EXPLANATIONS
- What is “Material Non-Public Information”?
- “Material Information” is any information relating to the business and affairs of 48North that results in, or would reasonably be expected to result in, a significant change in the market price or value of any of 48North’s securities or that would reasonably be expected to have a significant influence on a reasonable investor’s investment decisions.
- Both positive and negative information can be material. Because trading will be evaluated after the fact with the benefit of hindsight, questions concerning the materiality of particular information should be resolved by treating such information as being material. See Section 6 of 48North’s Corporate Disclosure Policy for more information on how to determine if information is material and also for examples of material information.
- “Non-Public Information” is information that is not generally known or available to the public. Information is considered to be available to the public only when it has been released broadly to the marketplace (such as by a press release or by filings with the Securities Commissions) and the investing public has had time to absorb the information fully. As a general rule, information is considered non-public until the close of business on the second full trading day after the information is released. “Trading day” shall mean a day on which the Toronto Stock Exchange is open for trading.2
- Who is a “Related Person”?
For purposes of this Policy, a “Related Person” includes: your spouse, minor children and anyone else living in your household, or who does not live in your household but whose transactions in 48North’s securities are directed by you or are subject to your influence or control; partnerships in which you are a general partner; trusts of which you are a trustee; and estates of which you are an executor. Although a person’s parent or sibling may not be considered a Related Person (unless living in the same household), a parent or sibling may be a “tippee” for securities laws purposes. See below for a discussion on the prohibition on “tipping”.
- Who is a “Reporting Insider”?
All directors, officers and certain designated employees of 48North as listed in Section 5.6 below are considered as Reporting Insiders and, in addition to the terms and conditions of this Policy, are subject to the reporting obligations stipulated in applicable securities laws.
- “Reporting Insiders” include, among others:
- the CEO, CFO, CCO, COO, Corporate Secretary or General Counsel of 48North or of a major subsidiary of the Company;
- a director of the Company or of a major subsidiary of the Company;
- a person or company responsible for a principal business unit, division or function of the Company;
- any other insider who:
- in the ordinary course receives or has access to information as to material facts or material changes concerning 48North before the material facts or material changes are generally disclosed; and
- directly or indirectly exercises, or has the ability to exercise, significant power or influence over the business, operations, capital or development of 48North.
- If an individual falls into one of the above categories, that individual is required to file insider trading reports and should consult with the Chief Financial Officer to confirm his or her reporting obligations.
6 SPECIFIC POLICIES AND GUIDELINES
- Non-disclosure of Material Non-Public Information
- Maintaining the confidentiality of information of 48North is essential for competitive, security and other business reasons, as well as to comply with securities laws. You should treat all information you learn about 48North or its business plans in connection with your employment or association as confidential and proprietary to 48North. Inadvertent disclosure of confidential or inside information may expose 48North and you to significant risk of investigation and liability.
- The timing and nature of 48North’s disclosure of Material Information to outsiders is subject to legal rules, the breach of which could result in substantial liability to you, 48North and its management. Accordingly, Material Non-Public Information must not be disclosed to anyone, except to persons within 48North or third-party agents of 48North (such as investment banking advisors or outside legal counsel) whose positions require them to know it, until such information has been publicly released by 48North.
- For further information on the treatment of confidential information, reference should be made to 48North’s “Corporate Disclosure Policy”.
- Prohibited Trading in 48North Securities
- No Restricted Person shall, directly or indirectly, engage in any transaction involving a purchase or sale of 48North’s securities during any period commencing with the date that he or she possesses Material Non-Public Information of 48North and ending at the close of business on the second trading day following public disclosure of that information. For greater certainty, examples of prohibited transactions would include, but are not limited to the following:
- buying or selling securities of 48North, other than through the exercise of 48North granted fixed price share options or warrants, but not the sale of the securities so acquired (see below);
- buying or selling securities whose price or value may reasonably be expected to be affected by changes in price of securities of 48North;
- selling securities acquired through the exercise of share options or warrants; and
- buying or selling securities of another company in which 48North proposes to invest or with which 48North has a business relationship or where the individual, in the course of employment with 48North, becomes aware of Material Non-Public Information concerning that other company.
- Restricted Persons may be subject to civil and criminal liabilities for engaging in such transactions at a time when they have knowledge of Material Non-Public Information about or affecting 48North.
- “Tipping” Information to Others
- No Restricted Person shall disclose (“tip”) Material Non-Public Information to any other person (including Related Persons) where such information may be used by such person to his or her benefit by trading in the securities of companies to which such information relates, nor shall such Restricted Person make recommendations or express opinions on the basis of Material Non-Public Information as to trading in securities of 48North or other companies.
- Restricted Persons may also be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed Material Non-Public Information or to whom they have made recommendations or expressed opinions on the basis of such information.
- Avoid Speculation
In order to ensure that perceptions of improper insider trading do not arise, Restricted Persons should not “speculate” in securities of 48North. For the purpose of this Policy, the word “speculate” means the purchase or sale of securities with the intention of reselling or buying back in a relatively short period of time in the expectation of a rise or fall in the market price of such securities. Speculating in such securities for short-term profit is distinguished from purchasing and selling securities as part of a long-term investment program. “Speculation” does not include the exercise of 48North granted, fixed price share options or warrants and sale of the securities so acquired in order to take the benefit of long term appreciation inherent in such options or warrants, so long as the sale does not involve the use of Material Non-Public Information.
7 TRADING RESTRICTIONS
- No Trade Periods
- Directors, officers, senior management and all corporate employees of 48North may not trade in 48North’s securities during the following periods:
- with respect to annual and quarterly financial statements, 14 days prior to the Board meeting to approve the financial statements until the close of business on the second trading day after public disclosure of such financial statements.
- From time to time, information may develop or an event may occur that is material to 48North but not yet disclosed or disclosable (e.g., material drilling results that are in the process of assay and verification, or negotiation of a material contract). The Chief Executive Officer, Chief Financial Officer or their designee will inform directors, officers, employees, consultants and contractors of an event specific blackout by means of e-mail notification and any other necessary means. All directors, officers, employees, consultants and contractors of 48North are prohibited from trading securities of 48North during the event specific blackout. The existence of any event specific blackout is itself confidential and must be kept confidential by all directors, officers, employees, consultants and contractors. Once instituted, an event specific blackout period will continue to exist until the CEO, CFO or designated person communicates its termination.
- No Hedging
No officer or director is permitted to purchase financial instruments for the purpose of, or shall otherwise engage in, hedging or other price protective transactions with respect to options or other equity or equity related securities of the Company which are held, directly or indirectly, by the officer or director. In addition, no officer or director is permitted to engage in the short sale of securities of the Company or sales of borrowed securities of the Company. For the purposes hereof, the concurrent short sale of Company shares as a method of facilitating the exercise of a vested option granted by the Company shall be deemed not to be a short sale for purposes of the aforementioned restriction.
- Pre-Clearance Requirements
Directors and Officers of 48North must obtain prior clearance from the CEO or CFO before he, she or a Related Person makes any purchases or sales of 48North’s securities, including, but not limited to, any exercise of stock options. Notice of any proposed transaction is to be given to the CEO, CFO and other persons designated by the CEO from time to time. Each proposed transaction will be evaluated to determine if it raises insider trading concerns or other concerns under securities laws and regulations or otherwise may have an appearance of impropriety. Clearance of a transaction is valid only for a period of five business days. If the transaction order is not placed within that five-business day period, clearance of the transaction must be re-requested. If clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance. If 48North becomes aware of Material Non-Public Information, all persons who have pre-cleared transactions that have not been completed will be asked to withdraw their trading instructions.
- Exception to Trading Restriction
Trading by Restricted Persons during blackout periods may be permitted in exceptional circumstances with the prior approval of the CEO or CFO, provided that the individual is not in possession of Material Non-Public Information. Exceptional circumstances may, for example, arise where the individual is subject to a pressing financial commitment that cannot be satisfied other than by the sale of securities of 48North, or where the timing of the trade is important for tax planning purposes. The approval for such trades will only be provided upon receipt of positive clearance by legal counsel and may require the Restricted Person to make specific representations regarding the circumstances. If such a pre-clearance is granted under this Policy, such persons are reminded of the general prohibition against insider trading under Canadian securities laws generally, and that compliance with those laws is the sole responsibility of the Restricted Person.
- For greater certainty, the prohibition regarding trading in securities of 48North during a blackout period does not apply to the acquisition of securities through the exercise of 48North granted fixed price share options or warrants, but does apply to the sale of the securities acquired through the exercise of the options or warrants.
Mandatory Periodic Blackouts
Event Specific Blackout Periods
8 REPORTING REQUIREMENTS
- To comply with Canadian securities laws, but subject to certain limited exceptions, all “Reporting Insiders” as listed in Section 5.6 must file an “Insider Report” within 10 days of becoming a Reporting Insider, disclosing the Reporting Insider’s:
- beneficial ownership of, or control or direction over, whether direct or indirect, securities of 48North, and
- interest in, or right or obligation associated with, a related financial instrument involving a security of 48North.
- A Reporting Insider must file an “Insider Report” within 5 days following a change in the:
- direct or indirect beneficial ownership of, or control over securities of 48North (including the grant, exercise or expiration of options, warrants or other convertible or exchangeable securities of 48North); or
- any interest in, or right or obligation associated with, a related financial instrument of 48North (i.e. an agreement, arrangement or understanding, the effect of which is to alter, directly or indirectly, the insider’s economic interest in a security of 48North, or its economic exposure to 48North).
- If a Reporting Insider enters into, materially amends, or terminates an agreement, arrangement or understanding which;
- has the effect of altering, directly or indirectly, the Reporting Insider’s economic exposure to 48North; or,
- involves, directly or indirectly, a security or related financial instrument of 48North, and the Reporting Insider is not otherwise required to file an Insider Report, the Reporting Insider must, within 5 days of such event, file an Insider Report in respect of such event.
- Currently, Insider Reports by Reporting Insiders of 48North are required to be filed electronically on SEDI (System for Electronic Disclosure by Insiders). SEDI is available at its website, 24 hours a day, 7 days a week at http://www.sedi.ca/.
- Any individual required to file on SEDI must first register with CDS, the developer of the software. Registration can only be completed by accessing the SEDI website (listed above) and completing an online user registration form. The individual user will be required to print and sign a paper copy of the registration form and deliver the signed copy to CDS by mail, courier or fax. However, once the online registration process is complete, the system is immediately available to make filings.
- Before filing an Insider Report via SEDI, a Reporting Insider also will be required to file a profile in electronic format, containing information identifying the Reporting Insider and his or her relationship to one or more SEDI issuers. The Reporting Insider profile can only be completed by accessing the SEDI website (listed above) and completing the online profile form.
- Any changes to a Reporting Insider’s name or relationship to an issuer must be made within 10 days by filing an amended Reporting Insider profile on the SEDI website.
- 48North can assist any Reporting Insider with the SEDI reporting process. For assistance, please contact the Chief Commercial Officer.
- Failure to comply with the Insider Trading and Tipping provisions of this Policy may result in disciplinary action, possibly including termination of employment.
- In addition, Canadian securities laws provide various penalties (including potentially fines, civil damages and imprisonment) for Insider Trading and Tipping.
- Penalties may also be levied under Canadian securities laws against a Reporting Insider for not complying with the reporting requirements set out above.
- Directors, officers, employees, consultants and contractors of 48North who violate this Policy will be subject to disciplinary action, which may include, but is not limited to, restrictions on future participation in incentive plans or termination of employment.
10 AMENDMENTS AND REVIEW
- This Policy may be amended from time to time. Any amendments to this Policy shall be approved by the Board of Directors and will be communicated to directors, officers, employees, consultants and contractors.
- This Policy is to be reviewed on a regular basis. The Disclosure Committee is to report to the Governance Committee of the Board of Directors, on an ongoing basis, any deficiencies, concerns or issues relating to the effectiveness of this Policy.
11 QUESTIONS ABOUT THIS POLICY
- Any person who is unsure whether he or she may trade in a given circumstance should contact a member of the Disclosure Committee for specific guidance. Persons subject to this Policy are encouraged to consult with the Disclosure Committee prior to any trading in securities of 48North.
- Reporting Insiders are also encouraged to seek independent legal advice for matters other than routine reporting.
June 5, 2018
The Board of Directors
1. This Policy applies to 48North Cannabis Corp. and all of its subsidiaries. Accordingly, this Policy will refer to 48North and its subsidiaries as “48North”.
2. For example, if material non-disclosed information (such as quarterly results) is disclosed on a Monday at 10 am, then trading in 48North securities (as defined in, and subject to the terms of this Policy) by a Restricted Person is not allowed until the open of business on Thursday.
48NORTH CANNABIS CORP. COMPLAINTS PERTAINING TO CODE OF BUSINESS CONDUCT AND ACCOUNTING, INTERNAL ACCOUNTING CONTROLS, AUDITING AND OTHER MATTERS (WHISTLEBLOWING POLICY)
1 INTRODUCTION AND APPLICATION OF THE POLICY
- 48North Cannabis Corp. and its subsidiaries (“Company” or “48North”) is committed to maintaining high standards of business conduct and ethics, as well as full compliance with all applicable government laws, rules and regulations relating to corporate reporting and disclosure, accounting practices, accounting controls, auditing practices and other processes for the prevention of fraud, bribery and corruption (collectively “Governance Concerns”). Similarly, 48North expects all Relevant Persons (as defined below) to maintain high standards in conducting business with honesty and integrity.
- Pursuant to its charter, the Audit Committee (“Audit Committee”) of the Board of Directors of 48North is responsible for ensuring that a process exists whereby persons can report any Governance Concerns relating to 48North. In order to carry out its responsibilities, the Audit Committee has adopted this Whistleblowing Policy, which has been approved for implementation by the Company (“Policy”).
- This Policy applies to all individuals working at all levels of the organisation, including directors, officers, employees, consultants, contractors, part-time and fixed-term workers, and casual and agency staff (each a “Relevant Person”).
2 GOVERNANCE CONCERNS EXPLAINED
- For the purposes of this Policy, “Governance Concerns” is intended to be broad and comprehensive and to include any matter, which in the reasonable and genuinely held belief of a Relevant Person, represents malpractice, is illegal, unethical, irregular or criminal, contrary to the policies of 48North or in some other manner not right or proper.
- Examples would include:
- violation of any applicable law, rule or regulation the reporting and disclosure;
- violation of 48North’s Code of Business Conduct and Ethics;
- fraud or deliberate error in the preparation, evaluation, financial statement of 48North;
- fraud or deliberate error in the recording and maintaining of 48North’s financial records;
- deficiencies in or noncompliance with 48North’s internal policies and controls;
- misrepresentation or a false statement by or to a director, officer or employee of 48North respecting a matter contained in the financial records, reports or audit reports;
- deviation from full and fair reporting of 48North’s financial condition;
- the deliberate concealment of any of the above matters; and
- a violation of the laws applicable to the Company’s business, including the Cannabis Act or any such successor or related legislation.
3 REPORTING GOVERNANCE CONCERNS
- A Relevant Person should report a Governance Concern as soon as they have a reasonable suspicion or concern of a Governance Concern. A Relevant Person is not expected to investigate the matter personally before reporting it.
- This Policy should not be used to report any personal grievance. Any complaints about a Relevant Person’s own personal circumstances (for example an employment dispute) should be pursued with his/her line manager through the ordinary grievance channels.
- Any Relevant Person with a Governance Concern may submit their Governance Concern in writing, to the Chair of the Audit Committee.
- If a Relevant Person wishes to make a report, they should ensure that the report includes as much detail as possible regarding the Governance Concern(s) including name(s), dates, places, a description of events that took place, the individual’s perception of why the incident(s) are a violation of this Policy (i.e., the alleged law or policy contravened), and what action the individual recommends be taken. The Relevant Person is required to maintain confidentiality of this report and not discuss the report or the facts of the report unless required by law.
- 48North encourages Relevant Persons to raise any Governance Concerns internally rather than raising them outside the organisation. A Relevant Person will rarely need to make such external disclosures, however it is recognised that there may be certain situations in which a Relevant Person may need to contact outside authorities, such as a relevant regulator.
- The Governance Concerns, and any personal data included therein, will not be shared with any person other than the competent persons within 48North with responsibility for managing such Governance Concerns, investigating, and if necessary, implementing, the necessary corrective actions, together with the Audit Committee and, as the case may be, and the Company’s professional advisers.
- 48North recognises that a Relevant Person may be concerned about the consequences of reporting a Governance Concern. The aim of 48North through this policy is to encourage Relevant Persons to raise concerns in good faith. 48North will assist Relevant Persons in doing so.
- A Relevant Person may request that a report be handled as confidentially as possible under the circumstances, and the Company will handle all such reports with discretion and with due regard for the privacy of the reporting individual. There are however, certain circumstances where disclosure may be required and confidentiality cannot be guaranteed. To the extent any disclosure must be made, the Company will endeavour to only disclose the information necessary to further its investigation into the Governance Concerns.
- 48North does not encourage a Relevant Person to report Governance Concerns anonymously. Reporting anonymously makes it harder, for example, for investigations to be carried out and for any wrongdoing to be discovered and rectified. It is also then more difficult to establish whether any allegations are credible and have been made in good faith. A Relevant Person who is concerned about possible reprisals if their identity is revealed should inform the Chair of the Audit Committee, and appropriate measures may then be taken to preserve confidentiality.
- 48North will implement, and will ensure that any entities that may assist it in the implementation of this Policy will implement, all security measures required for ensuring the confidentiality of any personal data processed under this Policy.
5 NO ADVERSE CONSEQUENCES
- A Relevant Person may report a Governance Concern without fear of dismissal, other disciplinary action, retaliation or discrimination of any kind as a result of raising a Governance Concern in good faith.
- 48North will not tolerate any reprisal towards a Relevant Person as a result of raising a Governance Concern in good faith. 48North is committed to investigating and responding to any such allegations of victimisation thoroughly and decisively. Also, 48North will not tolerate any victimisation of a Relevant Person who provides assistance to the Audit Committee, management or any other person or group, including any governmental, regulatory or law enforcement body, investigating a Governance Concern.
- Where it is found that a Relevant Person has made a report maliciously, in bad faith, or with a view to personal gain, disciplinary action may be taken against the Relevant Person, up to and including termination without notice.
6 RESPONDING TO A REPORT OF A GOVERNANCE CONCERN
- Where a Governance Concern is reported in the first instance to the Chair of the Audit Committee, it will be reviewed as soon as possible by that person with the assistance and direction of whomever such person thinks appropriate in order to resolve the Governance Concern quickly and effectively. However, in some cases, it may consider it necessary, or appropriate, to request the Audit Committee to review, assess and investigate the Governance Concern.
- Once a Governance Concern is reported to the Audit Committee, it will be reviewed as soon as possible by the Audit Committee with the assistance and direction of whomever the Audit Committee thinks appropriate including, but not limited to, external legal counsel, and the Audit Committee or 48North, as the case may be, will implement such corrective measures and do such things in an expeditious manner as deemed necessary or desirable to address the Governance Concern.
- 48North will endeavour to conduct any investigation arising from a Governance Concern as quickly as possible. Any investigation shall require the co-operation of the Relevant Person involved. Each Relevant Person is expected as a condition of their engagement with the Company to participate in such investigation in good faith.
- When possible 48North will keep the Relevant Person informed of the progress in the investigation. A Relevant Person or any other witness involved in an investigation must should treat any information they receive as a result of any investigation as well as the fact of the investigation itself, as confidential.
- The Company reserves the right to take any interim steps necessary to ensure such Governance Concern is fully and properly investigated which may include assigning an administrative leave, changing reporting structure, etc.
7 RETENTION OF RECORDS
- 48North shall take appropriate measures to protect personal information it receives about anybody as a result of this Policy and will only keep such information for as long as necessary.
- The Audit Committee will retain all records relating to any Governance Concern or report of a retaliatory act and to the investigation of any such report for as long as necessary based upon the merits of the submission. The types of records to be retained by the Audit Committee will include records of all steps taken in connection with the investigation and the results of any such investigation. Such records will be held securely and confidentially by the Audit Committee.
8 COMMUNICATION OF THE POLICY
To ensure that all Relevant Persons are aware of the Policy, they will be advised that the Policy is available on 48North’s website for their review. The Policy will also be provided at the time of engagement for review and sign-off. All Relevant Persons will be informed whenever significant changes are made to this Policy. All Relevant Persons to whom this policy applies will be provided with a copy of this Policy to be signed upon receipt and will be subject to, and informed about, its importance.
9 REVIEW OF POLICY
48North may review and amend this Policy at any time. However, it is currently envisaged that the Audit Committee will review and evaluate this Policy on an annual basis to determine whether the Policy is effective in providing a suitable procedure to report violations or complaints regarding Governance Concerns.
10 PROCESSING RELATED RIGHTS
Nothing in this Policy is intended to dissuade or stop a Relevant Person from pursuing any other legal avenue of complaint or redress as reasonably necessary in the circumstances.
If you have any questions about this Policy, please contact the Corporate Secretary at 48North in the first instance at (416) 639-5891.
Chairman of the Audit Committee
Chairman of the Audit Committee
48North Cannabis Corp.
243 Queen Street West, Suite 200
Toronto Ontario, M5V 1Z4
By Telephone: (416) 369-5891
13 PUBLICATION OF THE POLICY ON WEBSITE
This Policy will be posted on 48North’s website at: www.48nrth.com.
Approval Date: June 5, 2018
Approved by: Board of Directors