Mr. Brad Rogers reports

RED WHITE & BLOOM REPORTS FISCAL 2022 RESULTS WITH STRONGER REVENUES AND INCREASED GROSS PROFIT

Red White & Bloom Brands Inc. has filed its consolidated audited financial statements, management's discussion and analysis (MD&A), and associated certifications. The company has also provided notice to the British Columbia Securities Commission (BCSC) of the aforementioned filings to commence the process of lifting the cease trade order (CTO) implemented by the BCSC on May 8, 2023. Revocation of the CTO is expected to occur within a few days of today's filing date.

The company would like to thank all of its shareholders for their patience while the company contended with the delays in its reporting associated with the completion of the year-end audit.

The company will hold its annual general meeting (AGM) on Friday, June 16, 2023. Further communication will follow for the benefit of shareholders, including details on how to access the AGM. The company encourages all shareholders to attend the AGM as your participation and input are highly valued.

Despite delays with the year-end filings, the company expects to complete requisite filings and disclosures for the first quarter of 2023 by the prescribed date of May 30, 2023.

Management commentary

Brad Rogers, chief executive officer and chairman, stated: "With the successful launch of our distribution operations in Michigan in January, 2022, the closing of our acquisition in Michigan of both retail and cultivation operations, and our continuing focus on expanding our medical retail in Florida, the company is focused on growing market share in its key states. We are also progressing on our asset-light strategies in targeted legal states, incorporating both licensing arrangements, and leveraging local execution capabilities in both manufacturing and logistics. To that end, RWB has now added the states of Arizona and Missouri, and continues to pro-actively negotiate other high-potential, emerging legal markets."

Colby De Zen, president and director, added: "RWB has implemented a series of transformative changes within its management team aimed at bolstering financial and operational efficiencies. During the second half of fiscal year 2022, the entire company was focused on right-sizing the business. Through the rationalization of operating costs, reduction of debt held by the company, restructuring of operations, key divestitures such as the sale of Mid-American Growers' assets, and the successful execution of foundational transactions such as the licensure and activation of our distribution operations in Michigan, significant progress was made. We are trending positively into fiscal 2023 as initiatives of this nature have continued to be executed. We are driving everyone in our organization to extract value wherever it can be found for the benefit of our valued shareholders."

Highlights for fourth quarter 2022 and subsequent to fiscal 2022 year-end (YE):

• On Oct. 3, 2022, the company announced it had reached an exclusive agreement to utilize vape technology provided by Skybar, a leading innovator in vape devices. Concurrent with the execution of the agreement, the company confirmed the debut of PV (Platinum Vape) disposables utilizing Skybar vape hardware.
• On Oct. 7, 2022, the company reported that it had issued 3.2 million stock options to certain directors and officers of the company. The stock options are exercisable to acquire up to 3.2 million common shares of the company at an exercise price of 13.5 cents. The stock options vest quarterly over a period of two years from grant.
• On Oct. 7, 2022, the company reported it had secured a lease for a medical retail location (dispensary) in Clearwater, Fla., through its subsidiary, Red White & Bloom Florida Inc.
• On Oct. 7, 2022, the company announced it was continuing its PV product expansion plans having recently announced the launch of PV product extensions into key legal markets in Missouri and Massachusetts through its asset-light growth strategy.
• On Dec. 15, 2022, the company announced it had settled $10.5-million in debt related to arm's-length financing through the issuance of common shares. Pursuant to the debt settlement, the company issued 22,440,467 common shares of the company, representing an effective per share price, based on the face value of the debt, of approximately 47 cents per share to creditors of the company.
• On Jan. 30, 2023, pursuant to the terms and conditions set out in its Jan. 10, 2020, credit agreement with Bridging Finance Inc., the company extended the maturity of its credit facility to July 31, 2023. As a consequence of this extension, the company was subjected to a non-refundable amendment fee in the amount of $136,000. The company is continuing to work collaboratively with Bridging regarding a path forward, given the pending maturity of the credit facility.
• On Feb. 7, 2023, the company successfully activated a medical use retail store (dispensary) in the city of Clearwater, Fla. -- its fourth medical use retail store in the state of Florida. As of the date of this report, the company is finalizing timelines to activate its five remaining medical retail facilities in the state of Florida in the cities of Brandon, South Miami Beach, North Miami Beach, Hollywood and Orange Park.
• On Feb. 10, 2023, the company announced the launch of Platinum Vape product offerings in the adult-use Arizona market. Offerings include more than 12 flavour profiles of its Premium 510 vapes and disposable vape products, stocked in dispensaries across the state. Additional high-quality PV-branded offerings are expected to be introduced over the course of the 2023 fiscal year.
• On March 10, 2023, the company entered into a debenture amending the agreement with RGR to document United States dollar advances made by RGR to the company (the U.S. RGR grid note). The U.S. grid agreement initially provides for an amendment to an existing $5.85-million (U.S.) RGR note for a change in principal, with all other terms and conditions remaining the same.
• On March 15, 2023, the company appointed Edoardo Mattei as its new chief financial officer.
• On March 27, 2023, the company entered into a secured debenture agreement with Royal Group Resources Ltd. (RGR) to document Canadian dollar advances made by RGR to the company (the Canadian RGR grid note), maturing on Sept. 12, 2024, secured by a first-priority security interest in, and pledge of the equity ownership interest of the company's subsidiary, RWB Michigan LLC. The Canadian RGR grid note will bear interest at an aggregate rate of 12 per cent per annum with interest payments on the last day of each month.
• In March, 2023, trading on the OTCQX for the company was suspended, pending the company completing the filing of Form 20Fs for 2021 YE and 2022 YE. As of the date of this report, the company is collaborating diligently with its advisers to complete the required filings. Once complete, the company will work in collaboration with the SEC and the OTCQX to confirm a timeline for reinstatement.

Fiscal year 2022 (2022 YE) consolidated results (versus fiscal year 2021 (2021 YE)):

• Revenues were $97.5-million for 2022 YE, a $60.2-million increase from 2021 YE revenues of $37.3-million.
• Gross profit before fair value adjustments for 2022 YE was $27.5-million, an $8-million increase from 2021 YE gross profit before fair value adjustments of $19.5-million.
• Gross profit after fair value adjustments for 2022 YE was $27.6-million, a $4.4-million increase from 2021 YE gross profit after fair value adjustments of $23.2-million.
• Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) for 2022 YE was negative $1.2-million, a $26.9-million improvement compared with negative adjusted EBITDA of $28-million for the comparable 2021 fiscal year.
• Operating expenses for 2022 YE were $44.9-million, a $2.4-million decrease from 2021 YE operating expenses of $47.3-million.
• Losses from operations before other expenses (income) for 2022 YE were $17.3-million, a decrease of $6.8-million from losses from operations before other expenses (income) for 2021 YE of $24.1-million.
• Other expenses for 2022 YE were $230-million, an increase of $215-million from total other expenses for 2021 YE of $15-million. Fiscal 2022 includes non-cash intangible asset and goodwill impairments totalling $214.8-million (2021 YE: $20,390,521).

Fourth quarter 2022 (Q4 2022) consolidated results (versus fourth quarter 2021 (Q4 2021)):

• Revenues were $16.5-million for Q4 2022, a $14-million increase from Q4 2021 revenues of $2.5-million.
• Gross profit, before fair value adjustments, was $1.7-million for Q4 2022, a $7.5-million increase from Q4 2021 consolidated gross loss before fair value adjustments of $5.8-million.
• Gross profit, after fair value adjustments, was $6.8-million for Q4 2022, a $4.6-million increase from Q4 2021 consolidated gross profit after fair value adjustments of $2.2-million.
• Adjusted EBITDA for Q4 2022 was negative $2.2-million, a $32.8-million improvement compared with negative adjusted EBITDA of $35-million for the comparable 2021 fiscal year.
• Operating expenses were $10.3-million for Q4 2022, a $15.2-million increase from Q4 2021 operating expense recovery of $4.9-million.
• Losses from operations before other expenses (income) were $3.4-million for Q4 2022, a $10.5-million decrease from Q4 2021 profit from operations before other expenses (income) of $7.1-million.
• Other expenses were $213.2-million for Q4 2022, an increase of $224.7-million from Q4 2021 other expense recovery of $11.5-million. Included in other expenses for Q4 2022 are non-cash charges for intangible assets and goodwill impairments totalling $214.8-million.

For additional details on the company's financial results, please access the company's filings for fiscal 2022 at.

About Red White & Bloom Brands Inc.

Red White & Bloom is a multistate cannabis operator and house of premium brands in the United States legal cannabis sector. Red White & Bloom is predominantly focusing its investments on the major U.S. markets, including Arizona, California, Florida, Massachusetts, Missouri and Michigan.

We seek Safe Harbor.