EX-4.7





 Exhibit 4.7 

FORM 51-102F3 

MATERIAL CHANGE REPORT 
  

	1.	 Name and Address of Company 



Neptune Wellness Solutions Inc. ( “Neptune” or the “Company”) 

545 Promenade du Centropolis 

Suite 100 
 Laval, Quebec, H7T 0A3

  

	2.	 Date of Material Change 



November 16, 2020 
  

	3.	 News Release 



A news release with respect to the material change referred to in this report was issued and filed on SEDAR on November 16, 2020. 

 

	4.	 Summary of Material Change 



Neptune announced its results for the three- month and six-month periods that ended September 30, 2020.
The announcement stated that Neptune had restated its previously filed condensed consolidated interim financial statements as at and for the three-month period ended June 30, 2020 and that such restatement includes management’s conclusion that
the Company’s internal control over financial reporting (“ICFR”) was not effective as at June 30, 2020, due to the existence of a material weakness in its design and the Company’s plans to remediate such weakness. 

 

	5.	 Full Description of Material Change 



The Company restated its previously filed condensed consolidated interim financial statements as at and for the three-month period ended
June 30, 2020 with respect to recognition of revenue relating to one transaction that was initially recognized at the gross amount and was restated to present the net amount of the transaction. There is no impact on the net loss in the
condensed consolidated interim statement of loss and comprehensive loss resulting form this restatement. The restatement of the June 30, 2020 interim statements includes management’s conclusion that the Company’s internal control over
financial reporting (“ICFR”) was not effective as at June 30, 2020, due to the existence of a material weakness in its design and the Company’s plans to remediate such weakness. The Company’s management discussion and
analysis for the three- month and six-month periods ended September 30, 2020 and 2019 filed on SEDAR discloses the identified material weakness of the Company’s ICFR and the remediation thereof. 

 

	  	 Identified Material Weakness 



The CEO and the CFO are responsible for establishing and maintaining ICFR. The Company’s ICFR is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The CEO and the CFO have concluded that the Company’s ICFR were not effective as of September 30,
2020 because of a material weakness which led to the restatement of its interim condensed consolidated financial statements for the three-month period ended June 30, 2020. 












 The Company experienced significant and rapid change during the fiscal year 2021 as a result
of its business plan and the addition of new business lines and products. The Company’s continuous risk assessment process was not effective in responding to the rapid rate of change in processes, personnel and new lines of business and
products as well as the change to business processes required by COVID-19. The Company did not have sufficient resources available to adequately assess risk and implement controls in the requisite timeframe
with respect to revenue recognition for a transaction entered into in the three-month period ended June 30, 2020. This resulted in a restatement of its previously issued condensed consolidated interim financial statements as at and for the
three-month period ended June 30, 2020 with respect to revenue recognition related to the aforementioned transaction. 
 The material
weakness identified by management relates to review controls over complex revenue transactions not being sufficient to ensure that sufficiently qualified personnel evaluate accounting implications related to new lines of business and complex
transactions. 
 Remediation of Material Weakness in ICFR 

Management, with oversight from the Audit Committee, has initiated, and will continue to implement, remediation measures related to analyzing
changes in the business and assessing key controls that are responsive to those changes. The Company will seek to reinforce the technical accounting and internal control expertise in its finance department. Additionally, management will provide more
comprehensive and timely training to its technical accounting and internal control personnel. 
 The Company will identify and implement
controls and procedures to ensure adequate review and disclosure of complex transactions, specifically requiring accounting memorandums prepared by its finance department to include all key elements of the transaction and review and approval of
the CFO prior to any complex transactions being executed. The Company believes these measures, and others that may be implemented, will remediate the material weakness in ICFR described above. 

 

	6.	 Reliance on subsection 7.1(2) or (3) of National Instrument
51-102 


 Not applicable. 

 

	7.	 Omitted Information 



Not applicable. 
  

	8.	 Executive Officer 



Toni Rinow 
 Chief Financial
Officer P: (450) 687-2262 
 Email: t.rinow@neptunecorp.com 

 

	9.	 Date of Report 



November 23, 2020 












 Schedule A 
  












 



 
 PRESS RELEASE 

SOURCE: Neptune Wellness Solutions Inc. 

NEPTUNE REPORTS SECOND QUARTER FISCAL 2021 RESULTS 

2021/Q2 revenue +340% YOY and +155% over 2021/Q1, 

driven by the addition of Health and Wellness Innovations consumer products and growth of Cannabis related product revenue 

Appoints Dr. Toni Rinow as Global Operating Officer 

LAVAL, QUÉBEC, CANADA – November 16, 2020 – Neptune Wellness Solutions Inc. (“Neptune” or the “Company”) (NASDAQ:
NEPT) (TSX: NEPT), a diversified and fully integrated health and wellness company focused on plant-based, sustainable and purpose- driven lifestyle brands, today announced its financial and operating results for the three- month and six-month periods that ended September 30, 2020. 
 All amounts are in thousands of Canadian dollars except if specified
otherwise. 
 Second Quarter 2021 Financial Highlights 
  

	 	•	 	 Total revenues for the three-month period ended September 30, 2020 amounted to $28,686 representing a sequential
increase of $17,439 or 155%, over the restated revenues of the first quarter ended June 30, 2020 of $11,247, and an increase of $22,174 or 340%, compared to $6,512 for the three-month period ended September 30, 2019. 



 

	 	•	 	 Gross profits for the three-month period ended September 30, 2020 decreased to a loss of $4,552 compared to
profit of $3,256 in the first quarter ended June 30, 2020 and profit of $9 for the three-month period ended September 30, 2019. Gross margin declined to a loss of 15.9% as a result of strategic investments to position the Company for further
distribution growth. 


  

	 	•	 	 Investments of approximately $1.9 million in capex related to the Sherbrooke facility, to adapt it from low
margin B2B offering to high margins B2C offerings, such as our Mood RingTM offerings. 


  

	 	•	 	 Adjusted EBITDA1 declined by $8,339 for the second quarter
of fiscal year 2021 to a loss of $12,920 compared to the second quarter of fiscal year 2020. The decline in Adjusted EBITDA1 is mainly attributable to the change in net loss, the decrease in
acquisition costs, in stock-based compensation , in excluded net finance costs and in income tax recovery, partly offset by the increase in non-employees compensation related to warrants ($2.5 million), in
depreciation and amortization and by the costs related to a one-time cybersecurity incident, which was resolved by Neptune with no expected material effect on our operations going forward.



  
  

	1 	 See “Caution Regarding Non-IFRS Financial Measures” and
“Adjusted EBITDA” which follow. 



  
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	 	•	 	 Net loss for the three-month period ended September 30, 2020 increased at $21,840 compared to a net loss of
$20,775 for the three-month period ended September 30, 2019, up by $1,065 or 5%. Included in the net loss for the quarter ended September 30, 2020, there was $5.5 million in non-cash
transactions that were adjusted out of EBITDA, and a little less than $2.0 million for the cybersecurity incident previously mentioned. 


  

	 	•	 	 The Company restated its previously filed condensed consolidated interim financial statements as at and for the
three-month period ended June 30, 2020 with respect to recognition of revenue relating to one transaction that was initially recognized at the gross amount and was restated to present the net amount of the transaction. There is no impact on the
net loss in the condensed consolidated interim statement of loss and comprehensive loss resulting form this restatement. The restatement of the June 30, 2020 interim statements includes management’s conclusion that Company’s internal
control over financial reporting (“ICFR”) was not effective as at June 30, 2020, due to the existence of a material weakness in its design and the Company’s plans to remediate such weakness. 



Recent Corporate Highlights 
  

	 	•	 	 September 17, 2020: Neptune announced “Wonders of Africa” essential oil kit
is made with sustainable ingredients and eco-friendly packaging. This marks the first of its product lines made in collaboration with legendary animal behavior expert and conservationist, Dr. Jane
Goodall, under its Forest RemediesTM brand. 


  

	 	•	 	 September 22, 2020: Neptune announced an import and stocking distribution partnership
with one of the world’s leading consumer goods companies, making and selling around 400 brands in more than 190 countries, for professional beauty, personal care and hygiene product lines generating potential sales revenue from as much as USD
$65 million up to USD $137 million over the next 18 months based on the consumer product company’s and Neptune’s projections. 


  

	 	•	 	 September 24, 2020: Neptune announced it had entered into an agreement with the British Columbia Liquor
Distribution Branch (“BCLDB”), the wholesaler and public retailer of nonmedical cannabis throughout the province, for the sale and distribution of Neptune’s new proprietary M Mood
RingTM product line. 


  

	 	•	 	 October 23, 2020: Neptune announced it had closed a private placement with certain US
healthcare focused institutional investors for gross proceeds of approximately US$35 million. 


  

	 	•	 	 October 27, 2020: Neptune announced a supply agreement with the Ontario Cannabis Store
(OCS), the wholesaler and sole online retailer for recreational cannabis, for the sale and distribution of Neptune’s new proprietary recreational product line, Mood RingTM. Together with
the BCLDB announcement, this represents at least 515 retailers. 


  

	 	•	 	 October 30, 2020: Neptune announced that its Innovations business unit has entered into
a letter of credit facility with Perceptive Advisors to provide the Company with up to US$45 million to support the fulfillment of large purchase orders placed by a customer. 



 

	 	•	 	 November 16, 2020: Neptune today announced it received over US$100 million in
purchase orders for its Biodroga and Innovations divisions. The purchase orders come from six different Neptune clients and the booked sales of about $100 million are scheduled to ship in the next 2 quarters. 



  
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	 	•	 	 November 16, 2020: Neptune today announced the appointment of Dr. Toni Rinow as Global Operating
Officer in addition to her current role as Chief Financial Officer, effective immediately. Dr. Rinow has been instrumental in increasing efficiencies and future profitability across Neptune’s business units, reducing its headcount by 25%
to focus on forward-thinking initiatives and to accelerate growth with less focus on long-term, asset heavy investments. David Myers, who was previously Chief Operating Officer, recently left the Company for personal reasons. 



Management Commentary 
 Michael Cammarata, Chief Executive
Officer of Neptune, stated: “I am pleased with our strong top line growth and the successful strategic investments we made during the second quarter of fiscal 2021. We are transforming Neptune into a leading consumer-packaged goods
(“CPG”) company by making the appropriate investments into our distribution reach in both business-to-business (“B2B”) and business-to-consumer (“B2C”) channels. 
 We continue to focus on
innovation, expanding our broad portfolio of natural, plant-based, and sustainable brands in key health and wellness markets, including hemp, nutraceuticals, personal care, and home care. We are on track for our CPG products to exceed 70% of our
revenues in the third quarter of fiscal 2021 and expect this segment of our business to continue to generate very strong growth. The investments and operating efficiencies we implemented in the first and second quarters of fiscal 2021 and will
continue to make in the third quarter of 2021, have us well positioned to begin realizing the tremendous revenue from our purchase orders to come. These orders combined with the growth of our other areas will drive profitable accretive growth with
limited incremental capital investment, ultimately driving higher margins and higher returns.” 
 Dr. Toni Rinow, Chief Financial Officer and
Global Operating Officer of Neptune, added: “During the second quarter we saw continued growth to our top line while we made additional strategic investments in the future of the Company and in our distribution channels. These investments were
an important steppingstone into the next phase of growth. Moving into the back half of fiscal 2021 we are sufficiently capitalized and well positioned to deliver on growth in purchase orders in the fourth fiscal quarter of 2021 and as we move into
the first half of fiscal 2022. We remain focused on innovation that will continue to help customers, from the time they wake up to when they go to sleep.” 

Operational Update 
 During the quarter, Neptune executed
on a dual go-to market B2B and B2C strategy focused on dramatically expanding its global distribution reach. Neptune is greatly accelerating its global distribution network and expects CPG distribution to
exceed 70% of the Company’s revenues in the third quarter of fiscal 2021; this compares to zero for the same period in the previous year. 

  
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 Additionally, Neptune continues to build a broad portfolio of natural, plant-based, and sustainable brands
and CPG products in key health and wellness markets, including hemp, nutraceuticals, personal care, and home care. 
 Conference Call Details 

Date: Monday, November 16, 2020 
 Time: 4:30 PM Eastern Daylight
Time 

	Call:	  1 (888) 231-8191 (Canada and U.S.) 



	  	  1 (647) 427-7450 (International) 



Conference ID: 9196032 
 There will also be a simultaneous, live
webcast available on the Investors section of Neptune’s website under Investor Events and Presentations at www.neptunecorp.com or directly at https://produceredition.webcasts.com/starthere.jsp?ei=1388592&tp_key=4b8fec85a6. The
webcast will be archived for approximately 30 days. 
 About Neptune Wellness Solutions Inc. 

Neptune Wellness Solutions is a unique global health and wellness company that is changing consumer habits through the creation and distribution of
environmentally friendly, ethical and innovative consumer product goods. Neptune’s simultaneous focus on B2C and B2B customer-oriented brand development provides the Company with international reach and scale from its owned and operated
facilities that extract and create product formulation, all the way to the sales floor at top global retailers. 
 Underpinned by a disruptive spirit,
Neptune’s diversified, and fully integrated business model focuses on natural, plant-based, sustainable and purpose-driven lifestyle brands and the use of cannabinoids in household products to make them safer, healthier and more effective. Its
portfolio includes emerging brands such as Forest RemediesTM, Ocean RemediesTM, Neptune WellnessTM, Mood RingTM, and OCEANO3TM, which are poised for rapid growth and expansion.

 Backed with a cost-efficient manufacturing and supply chain infrastructure that can be scaled up and down or into adjacent product categories to identify
new innovation opportunities, Neptune quickly adapts to consumer preferences and demand, and is bringing its products as well as other Fortune 100 brands to market through strategic distribution partnerships, mass retail partners and e-commerce channels. Neptune is committed to its core mission of redefining health and wellness and helping humanity thrive by providing sustainable consumer focused solutions. For additional information, please
visit: www.neptunecorp.com 

  
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 Caution Regarding Non-IFRS Financial Measures

 The Corporation uses one adjusted financial measure, Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted
EBITDA) to assess its operating performance. This non-IFRS financial measure is comprised of adjustments that are derived from the Corporation’s financial statements and are presented in a consistent
manner. The Corporation uses this measure for the purposes of evaluating its historical and prospective financial performance, as well as its performance relative to competitors. This measure also helps the Corporation to plan and forecast for
future periods as well as to make operational and strategic decisions. The Corporation believes that providing this information to investors, in addition to IFRS measures, allows them to see the Corporation’s results through the eyes of
management, and to better understand its historical and future financial performance. 
 Securities regulations require that companies caution
readers that earnings and other measures adjusted to a basis other than IFRS do not have standardized meanings and are unlikely to be comparable to similar measures used by other companies. Accordingly, they should not be considered in isolation.
The Corporation uses Adjusted EBITDA to measure its performance from one period to the next without the variation caused by certain adjustments that could potentially distort the analysis of trends in our operating performance, and because the
Corporation believes it provides meaningful information on the Corporation’s financial condition and operating results. Neptune’s method for calculating Adjusted EBITDA may differ from that used by other corporations. 

Neptune obtains its Adjusted EBITDA measurement by adding to net income (loss), net finance costs and depreciation and amortization and by subtracting
income tax recovery. Other items such as stock-based compensation, non-employees compensation related to warrants, litigation provisions, acquisition costs, signing bonuses, severances and related costs of the
Corporation are also added back as they may vary significantly from one period to another. Adjusting for these items does not imply they are non-recurring. 

Forward Looking Statements 
 Statements
in this press release that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of the U.S. securities laws and Canadian securities laws. Such forward-looking statements involve known
and unknown risks, uncertainties, and other unknown factors that could cause the actual results of Neptune to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In
addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes”, “belief”, “expects”, “intends”, “projects”,
“anticipates”, “will”, “should” or “plans” to be uncertain and forward-looking. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this
press release. 

  
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 The forward looking statements contained in this press release are expressly qualified in their entirety
by this cautionary statement and the “Cautionary Note Regarding Forward-Looking Information” section contained in Neptune’s latest Annual Information Form (the “AIF”), which also forms part of Neptune’s latest annual
report on Form 40-F, and which is available on SEDAR at www.sedar.com, on EDGAR at www.sec.gov/edgar.shtml and on the investor section of Neptune’s website at www.neptunecorp.com. All forward-looking
statements in this press release are made as of the date of this press release. Neptune does not undertake to update any such forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
The forward-looking statements contained herein include, without limitation, statements about the fulfillment of purchase orders, the availability of products from Neptune’s supplier, and the anticipated use of proceeds of the financing and
other risks and uncertainties that are described from time to time in Neptune public securities filings with the Securities and Exchange Commission and the Canadian securities commissions. Additional information about these assumptions and risks and
uncertainties is contained in the AIF under “Risk Factors”. 
 Neither NASDAQ nor the Toronto Stock Exchange accepts responsibility for the
adequacy or accuracy of this release. 
  

			
	 Investor Information:
 ICR

John Mills
 646-277-1254
 John.Mills@icrinc.com
	  	 Media Requests:
 ICR

Cory Ziskind
 646-277-1232
 cory.ziskind@icrinc.com


  

  
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 NEPTUNE WELLNESS SOLUTIONS INC. 

Condensed Consolidated Interim Statements of Loss and 

Comprehensive Loss (Unaudited) 
 For the three-month and six-month periods ended September 30, 2020 and 2019 
  

																	
	 	  	Three-month periods ended	 	 	Six-month periods ended	 
	 	  	September 30,
2020	 	 	September 30,
2019	 	 	September 30,
2020(1)	 	 	September 30,
2019	 
	 Revenue from sales and services
	  	$	 28,308,364	 	 	$	6,021,177	 	 	$	 39,214,637	 	 	$	 10,010,675	 
	 Royalty revenues
	  	 	378,119	 	 	 	348,306	 	 	 	694,647	 	 	 	690,169	 
	 Other revenues
	  	 	—  	 	 	 	142,798	 	 	 	24,236	 	 	 	172,445	 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Total revenues (note 12)
	  	 	28,686,483	 	 	 	6,512,281	 	 	 	39,933,520	 	 	 	10,873,289	 
	 Cost of sales
	  	 	(33,238,654 	) 	 	 	(6,503,606 	) 	 	 	(41,229,266 	) 	 	 	(11,576,789	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Gross profit (loss)
	  	 	(4,552,171 	) 	 	 	8,675	 	 	 	(1,295,746 	) 	 	 	(703,500 	) 
					
	 Research and development expenses, net of tax credits and grants of ($2,273) and $16,227
(2019 – ($53,999) and ($33,947))
	  	 	(566,117 	) 	 	 	(540,950 	) 	 	 	(1,001,069 	) 	 	 	(883,286 	) 
	 Selling, general and administrative expenses (note 11 (b)(iv))
	  	 	(18,433,852 	) 	 	 	(16,781,456	) 	 	 	(31,288,734 	) 	 	 	(22,111,321	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Loss from operating activities
	  	 	(23,552,140 	) 	 	 	(17,313,731	) 	 	 	(33,585,549 	) 	 	 	(23,698,107	) 
					
	 Finance income
	  	 	13,416	 	 	 	63,966	 	 	 	31,059	 	 	 	82,803	 
	 Finance costs
	  	 	(154,716 	) 	 	 	(4,320,136 	) 	 	 	(290,359 	) 	 	 	(4,434,196 	) 
	 Foreign exchange gain (loss)
	  	 	(944,601 	) 	 	 	767,685	 	 	 	(2,283,793 	) 	 	 	744,188	 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
		  	 	(1,085,901 	) 	 	 	(3,488,485 	) 	 	 	(2,543,093 	) 	 	 	(3,607,205 	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Loss before income taxes
	  	 	(24,638,041 	) 	 	 	(20,802,216	) 	 	 	(36,128,642 	) 	 	 	(27,305,312	) 
	 Income tax recovery
	  	 	2,797,920	 	 	 	27,409	 	 	 	2,861,110	 	 	 	78,356	 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Net loss
	  	 	(21,840,121 	) 	 	 	(20,774,807	) 	 	 	(33,267,532 	) 	 	 	(27,226,956	) 
					
	 Other comprehensive income (loss)
	  				 				 				 			
	 Unrealized gains (losses) on investment (note 10)
	  	 	(370,001 	) 	 	 	2,994,340	 	 	 	(260,000 	) 	 	 	2,795,458	 
	 Net change in unrealized foreign currency losses on translation of net investments in foreign
operations
	  	 	(1,055,154 	) 	 	 	(705,451 	) 	 	 	(2,606,633 	) 	 	 	(705,451 	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Total other comprehensive income (loss)
	  	 	(1,425,155 	) 	 	 	2,288,889	 	 	 	(2,866,633 	) 	 	 	2,090,007	 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Total comprehensive loss
	  	$	(23,265,276	) 	 	$	(18,485,918	) 	 	$	(36,134,165	) 	 	$	(25,136,949	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Basic and diluted loss per share
	  	$	(0.20 	) 	 	$	(0.23 	) 	 	$	(0.31 	) 	 	$	(0.32 	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Basic and diluted weighted average number of common shares
	  	 	111,044,790	 	 	 	90,278,908	 	 	 	106,796,307	 	 	 	85,542,521	 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 

  

	(1)	 Refer to note 14 – Restatement of prior period figures. 



See accompanying notes to unaudited condensed consolidated interim financial statements. 

  
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 NEPTUNE WELLNESS SOLUTIONS INC. 

Condensed Consolidated Interim Statements of Financial Position 

(Unaudited) 
 As at September 30, 2020 and March 31, 2020 

 

									
	 	  	September 30,
2020	 	 	March 31,
2020	 
	 Assets
	  				 			
	 Current assets:
	  				 			
	 Cash and cash equivalents
	  	$	9,089,029	 	 	$	16,577,076	 
	 Short-term investment
	  	 	24,032	 	 	 	36,000	 
	 Trade and other receivables
	  	 	22,400,059	 	 	 	10,793,571	 
	 Prepaid expenses
	  	 	3,561,634	 	 	 	2,296,003	 
	 Inventories (note 5)
	  	 	21,609,305	 	 	 	9,092,538	 
		  	  
	  
	 	 	  
	  
	 
		  	 	56,684,059	 	 	 	38,795,188	 
			
	 Property, plant and equipment
	  	 	63,659,677	 	 	 	60,028,574	 
	 Right-of-use
assets
	  	 	1,151,263	 	 	 	1,386,254	 
	 Intangible assets
	  	 	21,034,519	 	 	 	25,518,287	 
	 Goodwill (note 4)
	  	 	40,269,896	 	 	 	42,333,174	 
	 Tax credits recoverable
	  	 	184,470	 	 	 	184,470	 
	 Deferred tax assets
	  	 	172,339	 	 	 	—  	 
	 Other asset (note 10)
	  	 	270,000	 	 	 	530,000	 
		  	  
	  
	 	 	  
	  
	 
	 Total assets
	  	$	183,426,223	 	 	$	168,775,947	 
		  	  
	  
	 	 	  
	  
	 
			
	 Liabilities and Equity
	  				 			
			
	 Current liabilities:
	  				 			
	 Trade and other payables
	  	$	16,175,786	 	 	$	12,451,669	 
	 Lease liabilities
	  	 	460,408	 	 	 	450,125	 
	 Loans and borrowings (note 6)
	  	 	3,232,732	 	 	 	3,180,927	 
	 Deferred revenues
	  	 	250,909	 	 	 	17,601	 
	 Provisions (note 7)
	  	 	1,596,273	 	 	 	1,115,703	 
		  	  
	  
	 	 	  
	  
	 
		  	 	21,716,108	 	 	 	17,216,025	 
	 Lease liabilities
	  	 	888,823	 	 	 	1,141,314	 
	 Long-term payables
	  	 	278,202	 	 	 	555,440	 
	 Deferred tax liabilities
	  	 	2,058,878	 	 	 	5,015,106	 
	 Other liability (note 13)
	  	 	2,450,696	 	 	 	1,217,769	 
		  	  
	  
	 	 	  
	  
	 
	 Total liabilities
	  	 	27,392,707	 	 	 	25,145,654	 
		  	  
	  
	 	 	  
	  
	 
			
	 Equity:
	  				 			
	 Share capital (note 8)
	  	 	257,528,865	 	 	 	213,876,454	 
	 Warrants (note 8 (e))
	  	 	22,014,403	 	 	 	18,597,776	 
	 Contributed surplus
	  	 	70,641,663	 	 	 	69,173,313	 
	 Accumulated other comprehensive income
	  	 	2,650,743	 	 	 	5,517,376	 
	 Deficit
	  	 	(196,802,158	) 	 	 	(163,534,626	) 
		  	  
	  
	 	 	  
	  
	 
	 Total equity
	  	 	156,033,516	 	 	 	143,630,293	 
		  	  
	  
	 	 	  
	  
	 
			
	 Commitments and contingencies (note 11)
	  				 			
	 Subsequent events (note 15)
	  				 			
		  	  
	  
	 	 	  
	  
	 
	 Total liabilities and equity
	  	$	183,426,223	 	 	$	168,775,947	 
		  	  
	  
	 	 	  
	  
	 

 See accompanying notes to unaudited condensed consolidated interim financial statements. 

  
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 ADJUSTED EBIDTA 

Although the concept of Adjusted EBIDTA is not a financial or accounting measure defined under IFRS and it may not be comparable to other issuers, it is widely
used by companies. Neptune obtains its Adjusted EBITDA measurement by adding to net income (loss), net finance costs and depreciation and amortization, and by subtracting income tax recovery. Other items such as stock-based compensation, non-employees compensation related to warrants, litigation provisions, acquisition costs, signing bonuses, severances and related costs of the Corporation are also added back as they may vary significantly from one
period to another. Adjusting for these items does not imply they are non-recurring. 
 Adjusted EBITDA1 reconciliation, in thousands of dollars 
  

																	
	 	  	Three-month periods ended	 	 	Six-month periods ended	 
	 	  	September 30,
2020	 	 	September 30,
2019	 	 	September 30,
2020	 	 	September 30,
2019	 
	 Net loss for the period
	  	$	(21,840	) 	 	$	(20,775	) 	 	$	(33,268	) 	 	$	(27,227	) 
					
	 Add (deduct):
	  				 				 				 			
	 Depreciation and amortization
	  	 	2,792	 	 	 	2,133	 	 	 	5,550	 	 	 	3,216	 
	 Net finance costs
	  	 	1,086	 	 	 	3,488	 	 	 	2,543	 	 	 	3,607	 
	 Stock-based compensation
	  	 	2,654	 	 	 	7,879	 	 	 	6,152	 	 	 	8,736	 
	 Non-employees compensation related to warrants
	  	 	2,542	 	 	 	—  	 	 	 	3,417	 	 	 	—  	 
	 Provisions
	  	 	267	 	 	 	79	 	 	 	481	 	 	 	160	 
	 Acquisition costs
	  	 	—  	 	 	 	1,792	 	 	 	—  	 	 	 	2,159	 
	 Signing bonuses, severances and related costs
	  	 	394	 	 	 	850	 	 	 	601	 	 	 	1,263	 
	 Cybersecurity incident
	  	 	1,983	 	 	 	—  	 	 	 	1,983	 	 	 	—  	 
	 Income tax recovery
	  	 	(2,798 	) 	 	 	(27 	) 	 	 	(2,861 	) 	 	 	(78 	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Adjusted EBITDA1
	  	$	(12,920	) 	 	$	(4,581	) 	 	$	(15,402	) 	 	$	(8,164	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 

 Please note that non-employees compensation related to warrants and signing bonuses
are new additions to the Company’s calculation methodology for the quarter ended September 30, 2020. Signing bonuses did not occur previously, so no restatement of the previous periods was needed, but there were
non-employees compensation expenses related to warrants in previous quarters; consequently, the amount for the six- month period ended September 30, 2020 reflects the sum of those expenses for the first ($875)
and second ($2,542) quarters of FY2021, and no corrections were needed for the three-month and six-month periods ended September 30, 2019. 

 
  

	1 	 The Adjusted EBITDA is not a standard measure endorsed by IFRS requirements. 



  
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