Capital Stock

12 Months Ended

Dec. 31, 2020

The Company is authorized to issue an unlimited number of no par value common shares. The holders of the common shares are entitled to receive dividends, which may be declared from time to time, and are entitled to one vote per share at shareholder meetings of the Company. All common shares are ranked equally with regards to the Company’s residual net assets.

The following is a summary of common shares issued, other than in connection with outstanding options and warrants (see Note 16):


	2020	2019	2018
Altria Investment(i)	—	149,831,154	—
Redwood Acquisition(ii)	—	5,086,586	—
Private placement(iii)	—	856,017	—
Bought deal offering(iv)	—	—	15,677,143
	—	155,773,757	15,677,143

(i)During the year ended December 31, 2019, the Company issued 149,831,154 common shares to Altria for aggregate gross proceeds of $1,809,556, net of issuance costs of $3,722. The gross proceeds were first allocated to the derivative liabilities issued in connection with the Altria Investment, and the residual of $248,302 was allocated to share capital. Pursuant to the Altria Investment, the Company incurred transaction costs of $25,223, of which $3,642 was allocated to share capital and $21,581 to the derivative liabilities based on the relative fair values assigned to the respective components. Refer to Note 14 for additional information.

(ii)During the year ended December 31, 2019, the Company issued 5,086,586 common shares with a fair value of $56,109 related to the acquisition (the “Redwood Acquisition”) of certain subsidiaries of Redwood Holding Group, LLC (collectively, “Redwood”). Refer to Note 27 for additional information.

(iii)During the year ended December 31, 2019, the Company issued 856,017 common shares to Kristen Bell, an accredited investor in a private placement (“Private Placement”) in reliance on Section 4(a)(2) of the Securities Act in connection with the use of certain publicity rights in brand development. The common shares vest in three equal installments on each of (a) January 31, 2020, (b) June 23, 2021, and (c) December 23, 2022. The issuance did not involve a public offering and was made without general solicitation or advertising. The total fair value of the consideration paid for the issuance of such common shares was approximately $6,000. The fair value of the shares was calculated using the 10-day volume weighted average price per share of the Company’s common shares on Nasdaq.

(iv)During the year ended December 31, 2018, the Company issued 15,677,143 common shares for aggregate gross proceeds of $115,510 through bought deal offerings, net of issuance costs of $7,577.

There were no share repurchases during the year ended December 31, 2020, 2019 or 2018.