NOTE 24 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through August 13, 2025, which is the date these consolidated financial statements were issued, and has concluded that the following subsequent events have occurred that would require disclosure in the consolidated financial statements or disclosure in the notes to the consolidated financial statements.

On July 1, 2025, the Company entered into a binding term sheet with a licensed cannabis retail operator located in Upstate California (the “Target”) pursuant to which the Company intends to acquire a majority of its membership interests (the “Transaction”).  Upon closing of the Transaction, the Company shall issue Target 3,633,540 shares of common stock of the Company. The closing of the Transaction is subject to customary regulatory approvals at the state and municipal levels. On July 1, 2025, the Company, through its wholly-owned subsidiary Blum Management, entered into a Management Services Agreement with the Target pursuant to which the Company has been granted exclusive operational and economic control of the Target’s licensed retail cannabis business. As consideration for such management services, the Company shall receive 100% of the economic benefit of the Target.

On August 11, 2025, the Company received an advance payment of $0.50 million in connection with a promissory note that is currently under verbal agreement. The promissory note has not yet been formally signed by the parties involved. The advance is recorded as a liability until the terms of the formal agreement are finalized. The Company is in the process of negotiating the terms of the promissory note.