iAnthus Capital Holdings, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Related Party Transactions

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Note 14—Related

Party Transactions


	Year Ended December 31,
	2021		2020
Financial Statement Line Item
Accounts receivable	$	—	$	140
Other long-term assets		4,552		3,358

Total	$	4,552	$	3,498

As part of the MPX Acquisition, the Company acquired a related party receivable of $0.7 million due from a company owned by a former director and officer of the Company, Elizabeth Stavola. The related party receivable was converted into a loan facility of up to $10.0 million, which accrues interest at the rate of 16.0%, compounded annually. Interest is due upon maturity of the loan on December 31, 2021. The balance of such facility was $4.6 million as of December 31, 2021 (December 31, 2020

–

$3.2 million), which includes accrued interest of $0.9 million (December 31, 2020—$0.3 million). The related party balances are presented in the other long-term assets line on the consolidated balance sheets. During the year ended December 31, 2021, the Company exercised its right to convert the principal balance of the loan and accrued interest into a 99% equity interest in MPX NJ, which conversion is subject to certain regulatory approvals. On January 7, 2022, the CRC approved the Company’s acquisition of the equity interests in MPX NJ

(Note 17).

On June 30, 2017, the Company entered

into a loan facility with a former director and officer of the Company, Hadley Ford (“Ford”). The total loan facility was up to C$0.5 million (equivalent to $0.4 million) and accrued interest at the rate of 2.5%. Interest was due upon maturity of the loan on June 30, 2021. As of December

31, 2020, this balance was presented net of management’s estimate of accrued compensation of $0.3 million owed to Ford. As part of Ford’s termination agreement, the total loan facility was offset by compensation owed to Ford of $0.5 million during the first quarter of 2021. As of December 31, 2021, the outstanding balance of the facility including accrued interest was $Nil (December 31, 2020

–

C$0.5 million, equivalent to $0.4 million).

As of December 31, 2020, the

related party balance is presented in the accounts receivable line on the consolidated balance sheets.

On December 21, 2019, a former director and officer of the Company, Ford, was personally issued a loan by the managing member of Gotham Green Partners (the “Managing Member”), the entity which holds the Secured Notes issued by the Company (Note 6). As of the date

issuance of these financial statements, the Managing Member is also an insider of the Company as defined by applicable Canadian and

U.S

securities laws. The loan was

non-interest

bearing and was due on March 31, 2020. In February 2020, the Board formed a Special Committee to conduct an investigation related to the loan. The Special Committee concluded, with acceptance from the Board, that the failure to disclose such personal loans to the Board was a breach of the Company’s conflict policies and other obligations as an officer and director of the Company. On April 27, 2020, the Board accepted Ford’s resignation as a director and officer of the Company and its subsidiaries.