v3.26.1
RELATED PARTY TRANSACTIONS
 3 Months Ended
Mar. 31, 2026
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

 

20. RELATED PARTY TRANSACTIONS

 

During the three months ended March 31, 2026 and 2025, the Company incurred the following related party transactions.

 

Transactions with related parties

 

Related parties of the Company include affiliates, entities for which investments are accounted for by the equity method, officers, and directors of the Company and members of their immediate families, and management involved in the financial statement preparation and members of their immediate families.

 

Transactions with related parties are presented in the following table:

 

               
    Three months ended
March 31,		  
    2026     2025  
    $     $  
Salaries and consulting fees     358,693       283,962  
Lease payments made to CEO     51,346       68,648  
Fees paid to entity controlled by spouse of majority owner     557,785       76,961  
Share-based compensation expense     90,728       114,607  
Total     1,058,552       544,178  

 

 

Included in accounts payable and accrued liabilities as at March 31, 2026 was $530,740 (December 31, 2025 - $159,413) due to related parties. As at March 31, 2025 lease liabilities (comprised of operating and finance lease liabilities) of $1,053,512 (December 31, 2025 - $1,237,695) were due to related parties.

Debt balances and movements with related parties

 

The following table sets out portions of debt pertaining to related parties which are included in consideration payable on business acquisitions and long-term debt:

 

                                       
    CEO(1)     Director(1)     GM(1)     ABCO Holdings, Inc.(2)     Total  
    $     $     $     $     $  
Balance, December 31, 2024     223,142       101,428       1,702,993       460,938       2,488,501  
Borrowed     -       -       -       -       -  
Interest     10,906       4,957       416,414       68,437       500,714  
Payments     (73,259 )     (33,299 )     (431,975 )     -       (538,533 )
Balance, December 31, 2025     160,789       73,086       1,687,432       529,375       2,450,682  
Borrowed     -       -       -       -       -  
Interest     2,148       976       123,524       16,875       143,523  
Payments     (18,315 )     (8,325 )     (113,910 )     -       (140,550 )
Balance, March 31, 2026     144,622       65,737       1,697,046       546,250       2,453,655  

 

 
(1) Amounts contained within business acquisition consideration payable.
(2) ABCO Holdings, Inc. (“ABCO Holdings”) is a related party because of its majority ownership interest in ABCO. Amounts contained within long-term debt.

 

As part of the agreements transacted during the year ended October 31, 2020, to acquire interest in GR Michigan and Canopy, the Company incurred consideration payable on business acquisitions of $360,000 which has a maturity date of April 1, 2028. During the three months ended March 31, 2026, interest payments of $13,500 were made against this balance (2025 - interest payments of $16,200).

 

Pursuant to the Canopy purchase agreement executed on April 24, 2024, the Company, through GR Unlimited, acquired the remaining 13% of the membership units in Canopy. As part of this transaction, the Company purchased a 5.5% membership interest in Canopy from the CEO, comprised of an upfront cash payment of $66,000 and deferred cash payments of $264,000. Additionally, the Company purchased a 2.5% membership interest in Canopy from a Director, comprised of an upfront cash payment of $30,000 and deferred cash payments of $120,000. The deferred cash payments are to be paid in 48 equal installments at a 5.21% interest rate with a maturity date of April 24, 2028.

 

During April 2024, the Company, through Canopy, acquired an additional 20% of the membership units in Golden Harvest from the GM for aggregate present value consideration of $2,342,207, comprised of deferred cash payments of $2,000,000 plus true-up amounts. Pursuant to the purchase agreement executed on April 24, 2024, the deferred cash payments are to be paid in thirteen quarterly installments beginning on January 1, 2025 with a maturity date of July 27, 2027.

 

On May 29, 2025, Canopy Management LLC was dissolved, and all existing agreements and obligations were assigned and transferred to Grown Rogue Unlimited, LLC.