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CBDY • CIK 0001586554
Historical background Target Group Inc. (“Target Group” or the “Company”) was incorporated in the State of Delaware on July 2, 2013, under its original name of River Run Acquisition Corporation. Effective May 13, 2014, the Company changed its name to Chess Supersite Corporation. On July 3, 2018, the Company filed an amendment in its Certificate of Incorporation to change its name to Target Group Inc. Effective July 1, 2025, the Company’s common stock is quoted on the Pink Limited Market operated by OTC Markets Group Inc, under the symbol “CBDY”. Cannabis Business-Canada The Company is engaged in the cultivation, processing and distribution of curated cannabis products for the medical and adult-use recreational cannabis market in Canada and continues to evaluate opportunities, where legalized by state legislation or related to rescheduling, in the United States. There continues to be a shift in the public’s perception of cannabis from a state of prohibition to a state of legalization across North America. In October 2018, Canada became the first major industrialized nation to legalize adult-use cannabis at the national federal level. Cannabis is still heavily regulated, however, the medical use of cannabis is now permitted in up to 29 countries and many more countries have reformed, or are considering reforming, their cannabis related laws to permit the medical and/or recreational production, distribution, sale and use of cannabis. In the 2016 publication by Deloitte, Insights and Opportunities Recreational Marijuana, the project size of the Canadian adult-use market ranged from CDN$4.9 billion to CDN$8.7 billion annually. In the 2018 publication by Deloitte, A Society in Transition, an Industry Ready to Boom, the projected size of the Canadian adult-use market in 2019 ranged from CDN$1.8 billion to CDN$4.3 billion. According to a 2025 report published by the Ontario Cannabis Store (OCS) in collaboration with Deloitte Canada, the Canadian legal cannabis industry generated CDN$28.7 billion in cumulative nationwide sales from October 2018 through 2024, primarily driven by recreational products. The Canadian medical cannabis industry experienced substantial growth since 2014. The Company is positioning itself with a core emphasis on wholesale and co-packaging services to accommodate all consumer-packaged goods intended for the sophisticated cannabis market and consumer in Canada and internationally. This strategy integrate cannabinoid research, analytical testing, product development and manufacturing. Target Group’s product manufacturing includes, will include, but will not be limited to the following: ● Cannabis flower pods for vaporizer use ● Cannabis extract pods for vaporizer use ● Cannabis pre-rolls ● K-Cup infused coffee and tea pods ● Infused cannabis beverages ● Infused cannabis edibles ● Infused topical products and CBD wellness products. As of the date of this report, the Company and its subsidiaries do not have any operations, employees or corporate offices based in United States. 4 Table of Contents Acquisitions Capitalizing on the opportunity resulting from the legalization of adult-use cannabis in Canada, the Company completed the following strategic acquisitions and entered into the following agreements as follows: Visava Inc./Canary Rx Inc. On June 27, 2018, the Company entered into an Agreement and Plan of Share Exchange (“ Visava Exchange Agreement ”) with Visava Inc., a private Ontario, Canada corporation (“ Visava ”). Visava owns 100% of Canary Rx Inc, a Canadian corporation (“ Canary ”) that operates a 44,000 square foot facility located in Ontario’s Garden Norfolk County for the production of cannabis. Canary is a Canadian Licensed Producer under Health Canada’s Cannabis Act (“Bill C-45”). Canary expects to grow up to 4 million grams of cannabis annually out of its Simcoe facility once it is at full capacity. The Company is now growing premium cannabis in indoor grow rooms and each 2,200 square feet room gets up to 5.4 turns annually. Pursuant to the Exchange Agreement, the Company acquired 100% of the issued and outstanding shares of Visava in exchange for the issuance of 25,500,000 shares of the Company’s Common Stock and issued to the Visava shareholders, pro rata Common Stock Purchase Warrants (“ Visava Warrants ”) purchasing an aggregate of 25,000,000 shares of the Company’s Common Stock at a price per share of $0.10 for a period of two years following the issuance date of the Visava Warrants.…