Item 8.01. Other Events -

Update Regarding Marengo Township, Michigan Greenhouse Cultivation Facility

As previously announced, cannabis licensing at the Marengo Township greenhouse cultivation facility has been delayed based on a dispute with Marengo Township Building Official ("BO"). The BO has taken the position that changing the plant grown in the greenhouse to cannabis would require building permits and a Certificate of Occupancy for the existing structure which previously did not require any. On November 21, 2022, representatives of Power REIT met with the Marengo Township Construction Board of Appeals which has agreed to allow the project to proceed as follows:





  - The existing greenhouse portion of the facility was granted the following
    variances:




  ? A variance from the Energy Code requirements
  ? A variance from fire suppression consistent with the conclusion of the
    Michigan Bureau of Fire Services
  ? A variance related to egress requirements consistent with the conclusion of
    the Michigan Bureau of Fire Services




  - Building permits may be required for modifications to the structure but not
    for the pre-existing structure itself

Based on the outcome of the CBA hearing, the project is now positioned to move forward with securing state and local cannabis licensing. We are working on a strategy related to seeking the required permits for some work that has been completed or is in process after which we would expect to receive a Certificate of Occupancy. We are also working on a strategy related to the overall path forward related to this project. There can be no assurance as to how long this process will take.





Update Regarding Portfolio

As previously disclosed, the wholesale prices for Cannabis in Colorado, California and Oklahoma continue to experience significant price compression which is having a negative impact on our portfolio. We will continue to work to try to maximize value from the existing portfolio despite these challenges.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit   Description of Exhibit

10.1        Marengo Township Construction Board of Appeals Resolution Granting
          Variance
104        Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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