F-1: Akanda Pivots to Telecom Amidst Going Concern Doubts

Akanda Corp. is registering 30.3 million common shares for resale by selling stockholders, following its strategic acquisition of Mexican telecom infrastructure company First Towers and a pivot away from its European cannabis operations.

Summary

• Akanda Corp. is registering 30,314,961 common shares for resale by selling stockholders, which are issuable upon conversion of $7,000,000 in convertible promissory notes.
• The company completed the acquisition of First Towers & Fiber Corp. on August 21, 2025, diversifying its business into Mexican telecommunications infrastructure.
• First Towers owns a 700+km 5G dark fiber optic network in Central Mexico and has 24 towers deployed with 6 under construction.
• Akanda has ceased its UK cannabis distribution operations (Canmart Ltd.) as of May 30, 2025, and sold its Portuguese cannabis cultivation subsidiary (RPK) in March 2024.
• The company is developing a hemp and THC/CBD farming facility in British Columbia, Canada, having obtained a hemp license in September 2024 and made initial payments totaling $1,800,000 plus a $750,000 milestone payment.
• Akanda incurred a net loss of $4,096,029 for the year ended December 31, 2024, significantly lower than the $32,275,070 loss in 2023, primarily due to no impairment loss recognized in 2024 compared to $24,665,564 in 2023.
• First Towers reported a net loss of $6,440,394 for the year ended December 31, 2024, and has an accumulated deficit of $13,202,142.
• Akanda completed a $7.0 million convertible note offering in January 2026 and a $12.0 million convertible note offering in September 2025, with all September notes converted by January 22, 2026.
• The company has undergone multiple reverse stock splits: 1-for-3.125 on August 26, 2025, and 1-for-5 on January 12, 2026, and plans for potential future splits.
• Akanda's financial situation creates substantial doubt about its ability to continue as a going concern, relying on additional funding and future revenue generation.

Sentiment

Score: 3

Explanation: Akanda Corp. is in a precarious financial position, evidenced by its 'going concern' warning, recurring losses, and reliance on frequent capital raises and reverse stock splits. While the acquisition of First Towers offers a strategic pivot into a growing telecom market, First Towers itself has a limited operating history and also reports recurring losses and a working capital deficiency. The company's cannabis segment is being scaled back, and its new Canadian cultivation facility is still pre-revenue. The significant dilution from convertible notes and the ongoing need for financing present substantial risks to investors. Given the profound going concern risk, persistent operational losses across segments, heavy reliance on dilutive financing, and a history of value destruction through reverse stock splits, the stock represents a 'strong sell' for any seasoned investor or institution. The potential upside from the telecom pivot is heavily outweighed by the immediate and severe financial challenges and execution risks.

Positives

• Strategic diversification into the telecommunications infrastructure market through the acquisition of First Towers, which has established assets (700+km 5G dark fiber network, 24 towers deployed, 6 under construction) and 20-year master lease agreements in Mexico.
• Significant reduction in net loss for Akanda, from $32,275,070 in 2023 to $4,096,029 in 2024, primarily due to the absence of large impairment losses.
• Successful capital raises through convertible note offerings: $12.0 million in September 2025 (fully converted) and $7.0 million in January 2026.
• Obtained a hemp license from Health Canada in September 2024 for its British Columbia farming facility, triggering a $750,000 milestone payment.
• Resolution of several legal claims with former executives (Louisa Mojela, Tejinder Virk, Trevor Scott, Vidya Iyer) through confidential settlements, reducing potential future litigation costs.
• The reclassification of cannabis from Schedule I to Schedule III in the U.S. is in process, which could eliminate IRS Section 280E, reduce regulatory barriers for clinical trials, and potentially allow U.S. medicinal cannabis companies to list on U.S. exchanges, benefiting Akanda's cannabis segment if it expands into the U.S.
• First Towers operates in a growing market, with Mexico needing up to 50,000 new wireless towers and Latin America's dark fiber network market projected to grow at a CAGR of 10.8% from 2023 to 2030.

Negatives

• Akanda's cannabis operations have been significantly scaled back, with the cessation of UK distribution (Canmart Ltd.) and sale of Portuguese cultivation (RPK), leading to minimal or no revenue from these segments.
• The Lesotho subsidiary, Bophelo, is in liquidation proceedings initiated by a former executive, and Akanda is not actively contesting the matter due to lack of funds, making recovery of significant loans uncertain.
• Akanda is considered an early-stage company with limited operating history and minimal operating cash flow, requiring additional funding for its planned hemp and THC/CBD cultivation facility.
• First Towers has a limited operating history and has incurred recurring net losses ($6.4 million in 2024, $3.1 million in 2023) and an accumulated deficit of $13.2 million as of December 31, 2024.
• Akanda's financial situation creates substantial doubt about its ability to continue as a going concern, relying heavily on future financing.
• Multiple reverse stock splits (1-for-3.125 in August 2025, 1-for-5 in January 2026, and potential future splits) indicate persistent downward pressure on share price and potential liquidity issues, and risk of delisting from Nasdaq.
• The First Towers acquisition involved assuming approximately $20 million of indebtedness, increasing Akanda's financial leverage.
• Ongoing legal proceedings with former CFO Shailesh Bhushan and a wrongful dismissal claim by Dallas Dunkley could result in significant costs and diversion of management resources.
• Akanda will not receive any proceeds from the resale of 30,314,961 common shares by the Selling Stockholders in this offering.
• The company has historically relied on equity and debt financing, which may lead to substantial dilution for existing shareholders.

Risks

• Akanda is an early-stage company with limited operating history and minimal revenue, and may never become profitable.
• Additional funding will be required for the hemp and THC/CBD cultivation facility and First Towers operations, with no assurance of availability on acceptable terms.
• Akanda's significant operating losses and cash outflows raise substantial doubt about its ability to continue as a going concern.
• The Lesotho subsidiary, Bophelo, is in liquidation, and Akanda is not actively contesting it due to lack of funds, making loan recovery uncertain.
• Exposure to expensive and time-consuming litigation, including claims from former executives, which could harm reputation, business, and financial condition.
• The market price of Akanda's Common Stock is expected to continue to fluctuate due to general market conditions, changes in business, and industry factors.
• Failure to attract, motivate, and retain key First Towers employees could diminish anticipated benefits; the transaction has caused business disruptions.
• Potential for increased litigation from stockholders, customers, suppliers, and other third parties following the First Towers Transaction.
• Akanda's existing cannabis business may become secondary to First Towers' telecom business, with First Towers assets and business expected to account for a substantial percentage of the combined entity's focus.
• Assumption of approximately $20 million of First Towers indebtedness may limit financial flexibility and ability to pay dividends.
• Future issuance of common shares underlying Class A and Class B Special Shares in connection with the First Towers Transaction will dilute existing shareholders and adversely affect voting rights.
• Demand for cannabis products could be adversely affected by scientific research, regulatory proceedings, litigation, or negative media attention.
• Inability to enhance product offerings to respond to technological and regulatory changes.
• Exposure to product liability claims and recalls.
• Uncertainty regarding the viability, safety, efficacy, use, and social acceptance of cannabis.
• Strong opposition from political/social organizations and other industries (e.g., pharmaceutical, alcohol) to the cannabis industry.
• Inherent risks of an agricultural business (crop disease, weather, pests, quality control).
• Reliance on third-party suppliers, service providers, and distributors.
• Uncertainty of sales and promotional activities success.
• Inability to sustain pricing model due to fluctuating material, labor, freight, and energy costs.
• Inability to effectively manage future growth and satisfy large-scale production requirements.
• Significant competition in the cannabis industry from new and existing players with greater resources.
• Economic weakness, political instability, and differing regulatory requirements in non-U.S. economies (e.g., Canada, Mexico).
• Changes in applicable non-U.S. regulations, customs, tariffs, and trade barriers.
• Fluctuations in currency exchange rates.
• Political uncertainty (e.g., U.S. presidential election impact).
• Tax regulations and challenges by tax authorities in multiple jurisdictions.
• Risk of disruption from labor disputes and changes to labor laws.
• Evolving and dynamic cannabis laws, regulations, and guidelines in Canada and internationally, requiring substantial compliance costs.
• Difficulty in obtaining and maintaining necessary licenses, permits, and approvals.
• Ongoing costs and obligations related to regulatory compliance, with potential for enforcement actions, revocations, fines, or reputational harm.
• Uncertainty of target market size and reliance on internal estimates for the nascent cannabis industry.
• U.S. federal illegality of recreational cannabis, despite state-level legalization, and uncertainty of federal enforcement (though reclassification to Schedule III is in process).
• Exposure to greater than anticipated tax liabilities or expenses in multiple jurisdictions.
• Risk of being classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, leading to adverse tax consequences for U.S. Holders.
• Failure to develop internal controls over financial reporting as the company grows.
• Need to raise additional funding, which may not be available on acceptable terms or at all, potentially forcing delays or termination of development efforts.
• Share price fluctuation due to various factors, including general market conditions and company performance.
• Future sales and issuances of capital stock or rights to purchase capital stock could result in additional dilution.
• Multiple reverse stock splits have decreased liquidity and may cause further stock price decline, with a risk of Nasdaq delisting.
• Increased costs and management time devoted to public company compliance, especially after losing 'emerging growth company' status.
• Sale of currently-restricted Common Shares by stockholders could cause the price to fall.
• Inability to maintain Nasdaq listing if compliance requirements are not met.
• Less frequent and detailed reporting obligations as a foreign private issuer may provide less protection to shareholders.
• Difficulty for U.S. investors to enforce judgments against directors and officers residing outside the U.S.
• No intention to pay dividends in the near future, making investment return dependent on share price appreciation.
• Lack of research or inaccurate/unfavorable research by securities analysts could cause share price and trading volume to decline.
• First Towers has a limited operating history in an innovative and steady sector with long-term commitments, leading to uncertainty about future earnings.
• High dependence on First Towers' management team; loss of key personnel could harm strategies and client relationships.
• First Towers' insurance may not adequately cover operating risks, and obtaining insurance at viable rates may be difficult.
• Changes in accounting standards and subjective estimates could significantly affect First Towers' financial results.
• Adverse global economic, market, and industry conditions (inflation, rising interest rates, geopolitical issues) may impact First Towers' operations and revenue.
• Significant failure or deterioration in the First Towers dark fiber optic network and control systems.
• Design and manufacturing defects in First Towers' networks and services could harm reputation.
• First Towers will need substantial additional funds for growth, which may not be available on acceptable terms.
• Risks associated with climate change, including severe weather events, on First Towers' operations and infrastructure.
• Compliance with environmental, health, and safety laws and regulations can be expensive for First Towers.
• First Towers' telecommunication infrastructure may be subject to regulation or local municipal approvals, limiting demand.
• Infrastructure development and maintenance is a long, expensive, and uncertain process for First Towers.
• Rapid technological changes may adversely affect market acceptance of First Towers' networks and services.
• Competition from other telecommunications companies with greater resources for First Towers.
• Failure to achieve significant growth or expand customer base for First Towers' services.
• Inability to maintain long-term contracts for First Towers.
• Potential for related party transactions with conflicts of interest within First Towers.
• Exposure to increased litigation for First Towers.
• Dependence on suppliers and service partners for key components, leading to potential shortages for First Towers.
• Security breaches or unauthorized access to First Towers' customer data could harm reputation and lead to liabilities.
• Risks related to First Towers' information technology systems, including cyber-security.
• Pursuit of future strategic transactions by First Towers could be difficult to implement, disrupt business, or dilute shareholder value.
• Technical failure due to unavailability of third-party information and infrastructure services for First Towers.
• Breaches of privacy laws by First Towers.
• Fraudulent or illegal activity by First Towers' employees, contractors, and consultants.
• Difficulty for U.S. investors to enforce civil liabilities against Akanda's directors and officers residing outside the United States.
• Future cash flow fluctuations may affect Akanda's ability to fund working capital or achieve business objectives.
• Dependence on Akanda's management and key employees; loss could have a material adverse effect.
• Conflicts of interest among Akanda's directors and officers due to other business activities.
• Incurring significant costs to defend Akanda's intellectual property.
• Cyber-attacks or other privacy/data security incidents affecting Akanda.

Future Outlook

Akanda intends to use net proceeds from the January 2026 offering for marketing ($2.3 million), working capital ($2.6 million), and debt repayment ($2.1 million). The company plans to develop Tetrahydrocannabinol (THC) and CBD facilities at its Gabriola Island, British Columbia site and anticipates making additional milestone payments upon achieving THC cultivation, product sales, and CBD cultivation. Akanda intends to strategically effect one or more additional reverse stock splits in 2026 or beyond, with a cumulative ratio of up to 1:100, to manage downward pressure on its stock price and meet Nasdaq requirements. First Towers intends to expand into other Latin American countries, leveraging its existing network and expertise in Mexico, where there is a national need for increased telecommunication infrastructure. First Towers anticipates the need to develop and own approximately 1,100 towers in Central America under an existing agreement with Altan Redes and CFE. First Towers expects to incur significant expenses and operating losses for the foreseeable future as it pursues market penetration. The reclassification of cannabis from Schedule I to Schedule III in the U.S. is in process, which could lead to the elimination of IRS Section 280E, reduced regulatory barriers for clinical trials, and a pathway for FDA federal standards, potentially benefiting Akanda if it expands into the U.S.

Management Comments

• Management intends to finance operating costs over the next twelve months with its cash on hand, and/or additional cash that will be generated from operations.
• The Company does not at this stage have any firm plans or commitments regarding further financing.
• Management believes this transaction [First Towers acquisition], combined with ongoing operational initiatives, will support the Company’s ability to continue as a going concern.
• The Company intends to strategically effect one or more additional reverse stock splits from time to time in 2026 or beyond, subject to any requisite shareholder approval.
• The Company has historically effected reverse stock splits when there is downward pressure on the trading price of its Common Shares, typically as a result of the sale into the market of registered Common Shares upon the conversion of outstanding convertible promissory notes or warrants.
• The Company intends to continue to focus on developing a culture of compliance, which includes training for the Company’s employees on applicable corporate policies, including our Code of Conduct, Insider Trading and Trading Window Policy, and Corporate Governance Guidelines.

Industry Context

The cannabis industry in Canada and other potential markets is in an early stage of development, with evolving consumer perceptions and regulatory landscapes. The legal cannabis market is relatively new, making target market size difficult to quantify and relying on internal estimates. The telecommunication industry in Latin America is estimated at US$81 billion, with Mexico being the second-largest market. Mexico needs to construct up to 50,000 new wireless towers to provide 4G LTE coverage to 92% of its population. Latin America's fiber optic networks are two years behind more developed countries, indicating significant growth potential. The dark fiber network market in Mexico is projected to grow at a CAGR of 10.8% from 2023 to 2030, reaching $355 million by 2030. 5G deployment in Mexico is active, but high costs and regulatory uncertainty are hindrances. 4G penetration is still below 70% in Latin America, with 5G expected to represent less than 43% of mobile subscriptions by 2026. Approximately 244 million people in Latin America lack internet access, presenting a significant opportunity for infrastructure development. The digitalization of industries through 5G networks is projected to develop into a market of over US$21 billion annually. Competitors in telecommunication towers include Centennial Towers, QMC, Torrecom, MX Towers, MTP, and American Tower. Competitors in fiber optic networks include Neutral Networks, Summit1G, National Fiber Networks, Fermaca Networks, and ICOM Construcciones. The U.S. reclassification of cannabis from Schedule I to Schedule III is a significant policy shift, formally recognizing its medical value and potentially easing federal restrictions, which could impact the broader cannabis industry.

Comparison to Industry Standards

• First Towers owns the largest 5G dark fiber optic network in Central Mexico, differentiating it from competitors like Neutral Networks, Summit1G, National Fiber Networks, Fermaca Networks, and ICOM Construcciones.
• First Towers has 20-year master lease agreements with anchor telecommunication companies like Telefonica, providing stable revenue streams, which is a strong competitive advantage in the telecom infrastructure sector.
• First Towers' model of owning telecommunications equipment and towers and sharing in revenues with leasing companies generates more revenue than traditional build-to-suit (BTS) contracts, potentially offering better returns compared to competitors like Centennial Towers, QMC, Torrecom, MX Towers, MTP, and American Tower.
• The Mexican market's need for up to 50,000 new wireless towers for 4G LTE coverage and Latin America's overall lag in fiber optic networks (two years behind developed countries) indicate a significant growth opportunity for First Towers compared to more saturated markets.
• Akanda's cannabis business, while undergoing restructuring, operates in a highly competitive Canadian hemp and THC market with established players like Charlottes Web, Cresco Labs, Aurora Cannabis, and Canopy Growth. The filing does not provide specific comparable metrics for Akanda's cannabis segment to assess its performance against these industry standards.

Management Changes

Corporate Governance

Legal Proceedings

• Louisa Mojela Claim: Former Executive Chairman filed a claim for wrongful termination ($1,832,150.62 plus fees) against Canmart and Akanda. Akanda counterclaimed for $6,849,935.69. Mojela's summary judgment application failed, and Akanda/Canmart were awarded £60,000 in legal costs. Resolved via confidential settlement on December 2, 2024, for £100,000 ($129,705).
• Tejinder Virk Claim: Former CEO filed a claim for detriment and dismissal ($1,630,302.22 net). Denied by Akanda. Resolved via confidential settlement on May 10, 2024, for £30,000.
• Trevor Scott Claim: Former CFO filed a claim for amounts owing ($420,659.95). Denied by Akanda, counterclaim lodged. Resolved via settlement for £67,392 in 2023, paid in full in 2024.
• Vidya Iyer Claim: Former SVP of Finance filed a claim for amounts owing ($151,774). Denied by Akanda, counterclaim lodged. Resolved via settlement for £30,000 on March 27, 2024, paid in full in 2024.
• Shailesh Bhushan Claims: Former CFO filed a complaint with the Employment Standards Branch of British Columbia (January 29, 2024) claiming unpaid salary and invoices (CAD $271,990 from Akanda, CAD $251,193 from Halo, CAD $56,700 from ANM). Also filed a Notice of Civil Claim in the Supreme Court of British Columbia (February 23, 2024) against Akanda and its directors alleging constructive dismissal and seeking damages. Akanda disputes claims and common employer allegations; proceeding is at discovery stage.
• Dentons UK and Middle East LLP Claim: Debt claim against Canmart for legal services ($204,391.98 plus interest). Canmart denies outstanding invoices and asserted a counterclaim. Claim remains open.
• Dallas Dunkley Claim: Filed a claim against Akanda for wrongful dismissal ($200,000 plus interest and costs) on September 10, 2024. Akanda denies Mr. Dunkley was an employee. Parties intend to proceed to mediation; liability is undetermined.

Related Party Transactions

• First Towers Transaction: Christopher Cooper, an Akanda director, was co-founder, CEO, and director of First Towers. He and his affiliates received 8,472 Class A Special Shares and are to receive 89,342 Class B Special Shares (subject to approval) as a result of the acquisition. He also received 10,070 stock options.
• Loans to First Towers: Akanda loaned $350,000 to First Towers in November 2024 (Bridge Loan Agreement), and an additional $423,000 through April 2025 under a $1,000,000 facility. These loans bear 20% interest per annum.
• Key Management Remuneration: Total compensation to key management personnel was $495,699 in 2024 and $573,623 in 2025 (six months ended June 30).
• Payables to Key Management: As of June 30, 2025, remuneration payable to key management totaled $317,784, including amounts owing to J Dhaliwal ($8,000), G Deol ($2,307), K Field ($32,000), D Jenkins ($213,644), C Cooper ($40,500), and U Chaudhry ($21,333).
• Loans from 1248787 B.C. Ltd. (Jatinder Dhaliwal controlled): Akanda received loans totaling C$67,000 ($49,191) in 2023, bearing 18% interest. These loans were paid in full during the six months ended June 30, 2025.
• Loans from Halo (Katharyn Field controlled): Akanda received loans totaling $1,192,953 in 2023 and $44,954 in 2024, bearing 7% interest. These were fully repaid in 2024.
• Advances to Halo: Akanda paid and accrued $15,969 in 2024 and an additional $155,603 in H1 2025 for legal services rendered by certain legal firms to Halo. These are non-interest bearing, unsecured loans.
• Debt Settlement with Kiranjit Sidhu (former RPK director): Akanda settled $487,295 in outstanding debt (loans and consulting payables) for $136,757 in April 2024, recognizing a gain of $353,159.
• Harvinder Singh Separation: Akanda paid $50,000 to Harvinder Singh (former director) upon his resignation in April 2024, recognizing a gain on debt settlement of $48,592.
• Shailesh Bhushan Claims: Mr. Bhushan alleges Akanda, Halo Collective Inc., and ANM, Inc. are related employers and jointly and severally liable for unpaid wages.

Stakeholder Impact

• Shareholders: Face significant dilution risk from convertible notes and potential future equity raises. Voting power will be diluted by Class A and Class B Special Shares. Risk of further share price decline and reduced liquidity due to multiple reverse stock splits and potential Nasdaq delisting. Uncertainty regarding future dividends. Potential for increased litigation costs. Potential benefit from strategic diversification into telecom.
• Employees: Assumption of six full-time employees from First Towers indicates growth in telecom. Cessation of UK operations likely resulted in job losses. Akanda's cannabis segment has only 2 part-time executives. Exposure to labor disputes and changes in labor laws. Key management compensation is a significant expense.
• Customers (First Towers): May benefit from expanded 5G dark fiber network and tower infrastructure in Mexico and potential expansion into other Latin American countries. Reliance on long-term contracts. Risk of service disruptions due to technical failures or supply chain issues.
• Creditors: Akanda assumed approximately $20 million of First Towers indebtedness. Convertible notes provide new financing but also future conversion risk. Security interests granted over Akanda's assets for certain notes. Subordination of some security interests.
• Suppliers: Reliance on third-party suppliers for both cannabis and telecom businesses, with risks of supply chain disruptions and increased costs.
• Regulatory Authorities: Ongoing compliance requirements for cannabis operations in Canada and international telecom operations in Mexico. Monitoring of Nasdaq listing standards due to past and potential future non-compliance.

Next Steps

• Hold a Second Shareholder Meeting to seek approval for the issuance of Class B Special Shares to former First Towers shareholders and former debt holders.
• File a registration statement for the resale of shares issued or issuable to First Towers shareholders within approximately 45 days following the later of (i) receipt of First Towers audited financial statements and (ii) Nasdaq approval of the transaction.
• Develop THC and CBD facilities at the Gabriola Island, British Columbia site.
• Make additional milestone payments for the Gabriola Island facility upon achieving THC cultivation, sales of product, and CBD cultivation.
• Use net proceeds from the January 2026 offering for marketing, working capital, and debt repayment.
• Strategically effect one or more additional reverse stock splits in 2026 or beyond, if deemed necessary by the Board.
• First Towers intends to expand into other Latin American countries.
• First Towers anticipates developing and owning approximately 1,100 towers in Central America under an existing agreement with Altan Redes and CFE.
• Continue to monitor and report on the liquidation process of Bophelo.
• Continue to defend against ongoing legal claims from Shailesh Bhushan and Dallas Dunkley.

Key Dates

Recommendation

Akanda Corp. faces severe financial distress, explicitly stating 'substantial doubt about its ability to continue as a going concern.' This is a critical red flag for investors. The company has a history of significant losses, including a $32.28 million net loss in 2023, and continues to burn cash from operations. While the net loss decreased in 2024, this was largely due to the absence of massive impairment charges from the prior year, not a fundamental improvement in operational profitability. The strategic pivot from cannabis to telecom infrastructure through the First Towers acquisition is a high-risk maneuver. While First Towers operates in a growing market, it also has a limited operating history, recurring losses, and a substantial working capital deficiency. Integrating and growing this new business while simultaneously winding down legacy cannabis operations (Canmart, RPK) and developing a new Canadian cannabis facility presents immense execution risk. The company's reliance on frequent, dilutive convertible note offerings ($12 million in September 2025, $7 million in January 2026) and a history of multiple reverse stock splits (1-for-3.125, 1-for-5, and plans for more) are clear indicators of severe stock price weakness and a desperate need for capital. These actions significantly dilute existing shareholders and signal a lack of sustainable organic growth or profitability. The risk of Nasdaq delisting remains a tangible threat. Ongoing legal proceedings with former executives and the unresolved liquidation of its Bophelo subsidiary add further financial and operational uncertainty. Given the profound going concern risk, persistent operational losses across segments, heavy reliance on dilutive financing, and a history of value destruction through reverse stock splits, the stock represents a 'strong sell' for any seasoned investor or institution. The potential upside from the telecom pivot is heavily outweighed by the immediate and severe financial challenges and execution risks.

Keywords

Akanda Corp, First Towers, Telecommunications, Fiber Optics, Mexico, Cannabis, Hemp, THC, CBD, SEC Filing, Convertible Notes, Reverse Stock Split, Nasdaq, Going Concern, Financial Reporting, Corporate Governance, Risk Management, Capital Raise, International Operations, Canada, UK, Lesotho, Medical Cannabis, Infrastructure Development