Britannia Life Sciences Inc. Reports Third Quarter Financial Results and Provides Update on Operations

March 01, 2022 4:24 PM EST | Source: Britannia Life Sciences Inc

Toronto, Ontario--(Newsfile Corp. - March 1, 2022) - Britannia Life Sciences Inc. (CSE: BLAB) ("Britannia" or the "Company") is pleased to provide its unaudited financial results for the three and nine months ended December 31, 2021. These filings and additional information regarding Britannia are available for review on SEDAR at www.sedar.com. All amounts are Canadian dollars unless otherwise stated.

Q3 2022 Highlights:

  • The Company reports Adjusted EBITDA of$2.9m for the nine-month period ended December 31, 2021.
  • On November 12, 2021, Britannia completed its transaction with Rise Life Science Corp ("RISE"). RISE has changed its name to Britannia Life Sciences Inc. and continues as the reporting issuer (BLAB: CSE).
  • The transaction with RISE has been accounted for as a reverse takeover ("RTO") by Britannia, such that these condensed interim consolidated financial statements reflect the accounts of Britannia acquiring RISE. As a result, the comparative information for prior periods provided in the financial statements represents the results of Britannia Bud Holdings Co. ("BBCH"), a wholly owned subsidiary of Britannia, and is therefore not directly comparable to current periods.
  • In the nine-month period ended December 31, 2021, Britannia made principal and interest payments of $3.4m on the note representing amounts due to the vendors (the "Sellers' Loan") of Advanced Development & Safety Laboratory Limited ("ADSL"), Britannia's largest operating subsidiary.

"Britannia is pleased to present its first set of financial results as a public company, after the successful completion of the reverse takeover transaction with RISE. We are grateful for the ongoing support from our shareholders as well as the vendors and our advisors, as we finalize our debt refinancing."

On behalf of the Board

Sarah Zilik, CFO

Operational Update:

As of March 1st, 2022, the Company has made a number of productive operational developments:

  • On January 17th 2022, Britannia entered into a supply agreement to import CBD Isolate and Distillate for the UK market. The company has begun to negotiate supply agreements with licensed producers of other cannabinoid products, including CBG, CBC, and THC.
  • On February 22nd, 2022 Britannia launched its first CBD consumer trial with the objective of establishing the efficacy of using CBD as an active ingredient in products stimulating hair growth.
  • Britannia is actively seeking acquisitions to expand its operational footprint and also evaluating opportunities to expand its range of services.
  • The Company continues to expand its industry coverage, recently executing service contracts with material customers in the household goods and household accessories industries.

"Britannia is pleased with the continued momentum of its growth initiatives. We look forward to expanding our services and geographic presence throughout 2022, to deliver meaningful shareholder value."

On behalf of the Board

Peter Shippen, CEO

Subsequent Events:

  • Subsequent to the end of the quarter, Britannia executed a term sheet for a £5,000,000 loan facility with an external lender (the "Loan Facility"). The proceeds of the Loan Facility will be used to repay the remaining Sellers' Loan in full and to fund the acquisition of an additional 10% of ADSL's share capital. The Company expects to close the Loan Facility before its year-end of March 31, 2022.

About Britannia Life Sciences Inc.

Britannia Life Sciences Inc. is a global platform offering an integrated suite of services to assist companies along their product development journey. Britannia's services, including product formulations, safety assessments, analytical and microbiological testing, global compliance and consumer evaluations are offered to companies ranging from multinationals to startups particularly in the cosmetics, food and wellness industries. Britannia has garnered significant expertise in the development and regulatory approval of topical and edible cannabis products, including preparation and support for novel food authorizations.

Britannia's head office is located at 120 Adelaide Street West, Suite 2400, Toronto, Ontario, M5H 1T1.

For further information contact:

Britannia Life Sciences Inc.

Email: investors@britannia.life

Condensed Interim Consolidated Statements of Financial Position

(Unaudited)

As at

December 31, 2021

March 31, 2021 



$

$ 
Assets






Current assets:






   Cash

1,533,778

828,321
   Accounts receivable

1,723,018

1,686,152
   Prepaid expenses

90,830

-
Total current assets

3,347,626

2,514,473 
  


 

 
Non-current assets:

 

 
   Property and equipment

612,722

702,684
   Goodwill and intangible assets

17,479,369

18,234,344
Total non-current assets

18,092,091

18,937,028



 

 
Total assets

21,439,717

21,451,501 



 

 
Liabilities and Shareholders' Equity

 

 
Current liabilities:

 

 
   Accounts payable and accrued liabilities
3,415,040

2,031,506
   Interest payable

-

163,076
   Current portion of lease liability

49,663

42,906
   Director's loan

-

225,000
   Sellers' loan

4,978,182

7,726,776
Total current liabilities

8,442,885

10,189,264 



 

 
Non-current liabilities:

 

 
   Lease liability

151,394

188,173
   Convertible notes

-

2,363,154
   Embedded derivative

-

2,982,172
   Warrant liability

645,705

543,124
   Put option liability

1,677,592

2,435,100
   Other debt

126,284

-
   Deferred income taxes

76,677

87,904
Total non-current liabilities

2,679,652

8,599,627
  


 

 
Total liabilities

11,122,537

18,788,891 
   


 

 
Shareholders' equity:

 

 
   Share capital

16,492,175

441,204
   Contributed surplus

157,101

157,101
   Non-controlling interest

3,975,388

2,864,935
   Warrant reserve

1,272,445

-
   Options reserve

149,622

-
   Accumulated other comprehensive loss

(846,586)
(61,579)
   Deficit

(10,882,965)
(739,051)
Total shareholders' equity

10,317,180

2,662,610
    

 

 
Total liabilities and shareholders' equity
21,439,717

21,451,501 

 

Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

(Unaudited)




Three months

Nine months
Periods ended December 31,

2021

2020

2021

2020 
  


$

$

$

$
   













Product sales and other income

1,658,611

-

5,553,178

-
   


 

 

 

 
Cost of sales

434,221

-

1,297,410

-
Gross Margin

1,224,390

-

4,255,768

- 



 

 

 

 
Expenses

 

 

 

 
   Selling, general and administration

453,548

84,821

1,905,864

245,034
   Finance

279,326

-

1,047,908

-
   Share-based compensation

149,622

 

149,622

 



882,496

84,821

3,103,394

245,034
Income (loss) from operations

341,894

(84,821)
1,152,374

(245,034)
   


 

 

 

 
Other income (expense)

 

 

 

 
Change in fair value of embedded derivative

236,201

-

598,722

-
Foreign currency translation gain (loss)

39,263

-

167,152

-
Change in fair value of put option liability

211,895

-

757,507

-
Change in fair value of warrant liability

(78,953)
-

55,842

-
Accretion expense

(237,422)
-

(1,077,164)
-
Listing fees

(9,933,566)
-

(9,933,566)
-



(9,762,582)
-

(9,431,507)
-



 

 

 

 
Loss before income taxes

(9,420,688)
(84,821)
(8,279,133)
(245,034)



 

 

 

 
Provision for (recovery of) income taxes

 

 

 

 
Current income taxes

232,152

-

728,315

-
Deferred income taxes

(3,807)
-

(9,227)
-
Total income taxes

228,345

-

719,088

-
  


 

 

 

 
Net loss

(9,649,033)
(84,821)
(8,998,221)
(245,034)
   


 

 

 

 
Other comprehensive income (loss)

 

 

 

 
   Currency translation differences

34,319

11,848

(820,247)
25
Comprehensive loss for the period

(9,614,714)
(72,973)
(9,818,468)
(245,009)
  


 

 

 

 
Net income (loss) for the period attributable to:

 

 

 

 
Non-controlling interest

317,898

-

1,145,693

-
Equity shareholders of the Company

(9,966,931)
(84,821)
(10,143,914)
(245,034)
Total

(9,649,033)
(84,821)
(8,998,221)
(244,855)

 

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited)



For the nine
months ended
December 31, 2021


For the nine
months ended
December 31, 2020
 


$

$ 
OPERATING ACTIVITIES





  
Net Income (loss)
(8,998,221)
(245,034)

Adjustments for items not involving cash
 

 

  
Depreciation and amortization
143,581

-


Non-cash listing fees
10,078,561

-


Share-based compensation
149,622

-


Interest on lease liability
26,767

-


Foreign currency translation gain
(415,650)
(25)


Change in fair value of embedded derivative
(598,722)
-


Change in fair value of put liability
(757,507)
-


Change in fair of warrant liability
(55,842)
-


Accretion expense
1,077,164

-


Deferred income tax
(9,227)
-


Allocation to non-controlling interest
1,110,453

-

  

1,750,979

(245,059)


   

 

 
Changes in non-cash working capital items
 

 

Accounts receivable
52,181

393

Prepaid expenses
(84,020)
-

Accounts payable and accrued liabilities
788,420

(107,789)

Total changes in non-cash working capital items
756,581

(107,396)


  

 

 
NET CASH FLOWS FROM OPERATING ACTIVITIES
2,507,560

(352,455)




 

 
INVESTING ACTIVITIES
 

 

Cash acquired on reverse takeover
741,032

 

Purchase of equipment
(73,162)
-
NET CASH FLOWS FROM INVESTING ACTIVITIES
667,870

- 


   

 

 
FINANCING ACTIVITIES
 

 

Proceeds on issuance of convertible debt
1,628,855

-

Director's loan
-

225,000

Share issuance costs
-

(777)

Principal and interest payment on Sellers' loan
(3,439,102)
 

Costs incurred related to reverse takeover
(596,037)
 

Lease payments
(57,217)
-
NET CASH FLOWS FROM FINANCING ACTIVITIES
(2,463,501)
224,223 


   

 

 
Effect of exchange rate changes on cash and cash equivalents
(6,472)
- 




 

 
Increase (decrease) in cash and cash equivalents
705,457

(128,232)
Cash and cash equivalents at beginning of period
828,321

140,894 




 

 
Cash and cash equivalents at end of period
1,533,778

12,662 

 

Adjusted EBITDA (Non-IFRS Financial Measurement)

Adjusted EBITDA represents net loss or income adjusted to exclude amortization, depreciation, interest expense and finance costs, foreign exchange gains and losses, income tax expense, listing expense and other charges. Other expenses consist primarily of other income and expenses related to the accounting treatment for the Britannia convertible debenture financing and adjustments in the fair value of certain liabilities.

Adjusted EBITDA is not a recognized, defined or standardized measure under IFRS. The Company's definition of Adjusted EBITDA will likely differ from that used by other companies and therefore comparability may be limited. Adjusted EBITDA should not be considered a substitute for or in isolation from measures prepared in accordance with IFRS. Investors are encouraged to review the Company's financial statements and disclosures in their entirety and are cautioned not to put undue reliance on non-IFRS measures and view them in conjunction with the most comparable IFRS financial measures. The Company has reconciled Adjusted EBITDA to the most comparable IFRS financial measure as follows:



For the three months ended December 31,

For the nine months ended December 31, 


2021

2020

2021

2020


$

$

$

$ 













Loss before income taxes
(9,420,688)
84,821

(8,279,133)
(245,034)
Finance expense
279,326

-

1,047,908

-
Share based compensation expense
149,622

-

149,622

-
Depreciation and amortization
53,106

-

143,581

-
Foreign exchange loss (gain)
(39,263)
-

(167,152)
-
Listing expense
9,933,566

-

9.933.566

-
Other expenses
(131,721)
-

115,433

-
Adjusted EBITDA
823,948

(84,821)
2,943,825

(245,034)

 

Forward Looking Information

This press release may contain certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation regarding Britannia and its business. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected" "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts". "estimates", "believes" or intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could, "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Except as required by law, Britannia assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change. The reader is cautioned not to place undue reliance on forward-looking statements.

For a detailed description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's filings statement available on SEDAR under the Company's profile at www.sedar.com.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/115296

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