Standard to Acquire Medi-Can Health Solutions Ltd. - Seite 2

John is a well-regarded entrepreneur who has received entrepreneurial awards from the Greater Vernon Chamber of Commerce. Professionally, his passion for technology and e-commerce has led him to hold leadership roles for one of Canada's top SaaS companies. John earned a Master's degree in Interdisciplinary Graduate Studies from the University of British Columbia.

Adrian Robinson is a strategically minded entrepreneur who has been leading pursuits in real estate investment, hospitality management and cannabis facility operations for more than a decade. His hands on approach has provided him with extensive knowledge in all facets of business development, from initial concept through to fostering relationships with industry leaders and government agencies. Adrian, a Royal Roads University graduate, is applying his innovative thinking and management expertise to the emerging medical cannabis industry. Adrian is a founding member of Quintet, a strategic alliance of business professionals with a focus on sustainable growth, and the Cannabis Trade Alliance of Canada, a not-for- profit organization supporting the development of a safe and ethical and inclusive cannabis industry.

Josh Brazier is an accomplished entrepreneur and philanthropist with a psychology degree from the University of British Columbia. His passion for business and innovation has led to accolades such as Young Entrepreneur of the Year, New Business of the Year and being recognized as one of the Top 30 Entrepreneurs under the age of 30, in the city of Vernon, British Columbia. Josh has co-founded a number of successful ventures and has recently enjoyed international success as a result of manufacturing and exporting a line of hydroponic products that are now available in over 20 countries across the globe.

Acquisition Terms

Pursuant to the Acquisition, on the closing date, the Company will acquire all of the shares of Medi-Can, which will become a wholly-owned subsidiary of the Company, and the Company will issue to the Medi-Can Shareholders, based on their pro rata holdings, the following:

• 12,500,000 common shares into escrow, 10% of which will be released on the Closing and the balance over 36 months; and

• a non-interest bearing note in the amount of $2,500,000, which will mature on the fifth trading day after the receipt by Medi-Can of a cultivation license under the ACMPR is announced, at which time the Company will have the option to either pay $2,500,000 in cash, or issue $2,500,000 of its common shares (valued using the 20 day volume-weighted average trading price).

The definitive share purchase agreement includes customary conditions, including obtaining all necessary corporate approvals and applicable exchange acceptances. The Acquisition is arms-length and will constitute a change of business of the Company under the policies of the TSX Venture Exchange. In connection with the Acquisition, the Company (i) will apply to list on the Canadian Securities Exchange, (ii) will seek shareholder approval of, among other things, the Acquisition and change of its business, (iii) intends to effect a name change on the closing, and (iv) expects to apply to voluntarily delist its shares from the TSX Venture Exchange. The Company is expecting to seek all necessary approvals from its shareholders in connection with the Acquisition at its annual general and special meeting of shareholders scheduled for October 18, 2017.