Private & Confidential

It’s The Natural Choice

Investor Presentation
April 2018
Private & Confidential

Disclaimer and Cautionary Note Regarding Forward-Looking Statements

This presentation (“Presentation”) is confidential and contains proprietary non-public information regarding PharmaCielo Ltd. (the “Company”, “we”, “us” or “our”). Under no circumstances may the contents of this Presentation be reproduced,
in whole or in part, in any form or forwarded or further redistributed to any other person. Any forwarding, distribution or reproduction of this document in whole or in part is unauthorized. By accepting and reviewing this document, you
acknowledge and agree (i) to maintain the confidentiality of this document and the information contained herein, (ii) to protect such information in the same manner you protect your own confidential information, which shall be at least a
reasonable standard of care and (iii) to not utilize any of the information contained herein except to assist with your evaluation of the Company.
A prospective investor is not entitled to rely on parts of the information contained in this Presentation to the exclusion of others. None of the Company, Echelon Wealth Partners Inc., GMP Securities L.P., or Cormark Securities Inc. have
authorized anyone to provide prospective purchasers with additional or different information. In this Presentation all amounts are in Canadian dollars unless stated otherwise.
This Presentation is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities of the Company. The information contained herein has been prepared for the purpose of providing interested
parties with general information to assist them in their evaluation of the Company.
This Presentation constitutes “forward-looking statements,” within the meaning of applicable Canadian securities laws. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our
current beliefs, expectations, assumptions and analyses made by us regarding the future of our business, future plans and strategies, our operational results and other future conditions. These forward-looking statements appear in a number of
places throughout this Presentation and can be identified by the use of words, such as “anticipates,” or “believes,” “budget,” “estimates,” “expects,” or “is expected,” “forecasts,” “intends,” “plans,” “scheduled,” or variations of such words and
phrases or state that certain actions, events or results “may,” “might,” “will,” “would,” “could”, “should,” “continue,” or be taken, occur or be achieved. These forward-looking statements relate to, among other things, our future financial
performance, financial condition, liquidity, levels of activity, the scalability of our business, our projected production capacity, the potential size of the market for cannabis and cannabinoid derivatives, our competitive advantages as compared to
other growing jurisdictions, completion of the acquisition of Ubiquo Telemedicina, market strategy, performance, prospects, growth, goals or achievements or other future events. Although we base the forward-looking statements contained in
this presentation on assumptions that we believe are reasonable, these forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual performance and financial results in future periods to
differ materially from those anticipated in our forward-looking statements. Without limitation, these risks include risks related to regulation of cannabis and cannabinoid derivatives in Canada, Colombia and other global markets, a lack of
significant revenue and dependency on external financing for growth, market demand, and competition.Forward-looking statements do not take into account the effect that transactions or non-recurring or other special items announced or
occurring after the statements are made have on our business. For example, they do not include the effect of asset impairments or other charges announced or occurring after the forward-looking statements are made. The financial impact of
such transactions and non-recurring and other special items can be complex and necessarily depends on the facts particular to each of them.
Despite a careful process to prepare and review the forward-looking statements, there can be no assurance that the underlying opinions, estimates, and assumptions will prove to be correct. The purpose of the forward-looking statements is to
provide the reader with a description of management’s expectations regarding our anticipated future performance and may not be appropriate for other purposes. Furthermore, unless otherwise stated, the forward-looking statements
contained in this report are made as of the date of this Presentation and we do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or
otherwise unless required by applicable legislation or regulation. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
The Company is an Ontario-headquartered private company and an investment in the Company or its projects, directly or indirectly, is speculative due to the nature of the Company's business and its stage of development. There is no assurance
that the Company will be able to successfully complete any of its planned growth initiatives. Any person who invests in the Company or its projects, directly or indirectly, must rely heavily upon the ability, expertise, judgment, discretion, integrity
and good faith of the management of the Company. Any person who invests in the Company or its projects, directly or indirectly, must be able to bear the economic loss of their entire investment.
Market Research and Public Data: This Presentation also contains or references certain market, industry and peer group data which is based upon information from independent industry publications, market research, analyst reports and surveys
and other publicly available sources. Although we believe these sources to be generally reliable, such information is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw
data, the voluntary nature of the data gathering process and other inherent limitations and uncertainties. We have not independently verified any of the data from third party sources referred to in this presentation and accordingly, the accuracy
and completeness of such data is not guaranteed.
Future Oriented Financial Information: To the extent any forward-looking information in this Presentation constitutes “future-oriented financial information” or “financial outlooks” within the meaning of applicable Canadian securities laws, such
information is being provided to demonstrate the anticipated market penetration and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-
oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to the risks set out
above. Our actual financial position and results of operations may differ materially from management’s current expectations and, as a result, our revenue and profitability may differ materially from the revenue and profitability profiles provided
in this Presentation. Such information is presented for illustrative purposes only and may not be an indication of our actual financial position or results of operations.
Use of Non-GAAP Measures: This document refers to EBITDA because certain investors may use this information to assess our performance and also determine our ability to generate cash flow. This data is furnished to provide additional
information and are non-GAAP measures and do not have any standardized meaning prescribed by GAAP. They should not be considered in isolation as a substitute for measures of performance prepared in accordance with GAAP and is not
necessarily indicative of operating costs presented under GAAP.
The definition of EBITDA used and presented by the Company is defined as net income adjusted for net interest and accretion expense, income tax expense, depreciation and amortization. Management uses EBITDA to assess the Company’s
operating performance. 1
Private & Confidential

Typical North American Producer

Artificial Climate Control System High Intensity Lighting System Municipal Water Supply

2
Private & Confidential

It’s The Natural Choice

Natural Sunlight Spring Fed Water

Fully Licensed
3 3
Private & Confidential

The Natural Cannabis Belt

Only a few places globally where you can efficiently grow cannabis
Even fewer with the infrastructure & political climate to support it
Tropic of Cancer
Venezuela
Guyana
Suriname
Equator Colombia French Guiana

Ecuador Brazil

Peru

Tropic of Capricorn

Natural & consistent 12 hour light cycle and

temperate climate creates optimal conditions 50% 50%
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Private & Confidential

Colombia
Ideal Growing Environment 2nd
largest supplier of Cut Flowers

Medellín
Stable Government
3rd
largest supplier of Coffee
Low Energy Costs

Scalable Cultivation Infrastructure 5th

largest supplier of Bananas

Experienced Human Capital & Significant, Scalable Cultivation Infrastructure

5
Private & Confidential

Natural Cost Advantage

Licensed Producer Aspiration

VS
Per Gram Per Gram

6
Private & Confidential
Experienced Management Team
Anthony Wile, CEO, Director
A co-founder of PharmaCielo and involved in its operations since the company was
established. An entrepreneur, business strategist, publisher and author, Mr. Wile
began his career in the Canadian investment industry with Scotia McLeod and Nesbitt
Burns. Prior to founding PharmaCielo, Mr. Wile acted as a private equity investor and
supported the launch and growth of enterprises in a number of global markets,
including Colombia. Mr. Wile has lived and worked in several financial centres around
the world, developing a network of leading international business and finance
professionals.
Federico Cock-Correa, CEO (Colombia), Director
A master horticulturist with 30 years of experience utilizing innovative technology to
develop new crops and enhance horticultural production techniques. Mr. Cock-
Correa is a member of the national board of directors of Colombian Flower Exporters
Association (Asocolflores) and has been a member or officer of Business Corporation
of Eastern Antioquia (CEO), Colombian Floriculture Innovation Center (Ceniflores) and
the Floral Products Trade Association (WFFSA). Mr. Cock-Correa was one of the
pioneers in exporting flowers by sea container to the UK market, selling the product
to wholesale distributors. He is the founder of Ecoflora, a leader in plant extracts.
Scott Laitinen, CFO, Director
A senior financial services executive with recognized leadership, strategic, operational
and risk management skills. Previously, Mr. Laitinen served as chief risk and operating
officer of Presidents Choice Financial, and Chief Financial Officer / Chief Operating
Officer for Chase Card Services Canada. Prior to that, Mr. Laitinen served as Sears
Canada Bank’s vice president of strategy, administration and credit risk management.
Mr. Laitinen also served as director of global business management and analysis for
American Express (Amex) in addition to past roles with Canadian Imperial Bank of
Commerce (CIBC) and Canada Post Corporation.
Marcelo Antunes De Siqueira, COO (Nursery & Propagation
Centre)
A horticultural entrepreneur with over 18 years of experience in designing,
implementing and managing propagation and growing facilities for flowering plants.
Previously, Mr. Siqueira has served as president and founding principal officer of Altria
Lab-Plants LLC, focused on the development, propagation and distribution of novel
varieties of orchids and bromeliads to the worldwide market of commercial ornamental
producers. Prior to that, Mr. Siqueira served as head grower for Kerry’s Nursery Inc.,
one of the foremost producers of potted orchids and bromeliads in the United States.
Jaime Alberta Escobar, COO (Oil Processing Centre)
A process engineer with extensive experience in project management and process
design and standardization. Trained as a chemical engineer at the University of
Antioquia, Mr. Escobar holds the CvLAC designation through COLCIENCIAS, Colombia’s
Department of Science, Technology and Innovation. Previously, Mr. Escobar was a
Research Integrator with EAFIT University in Medellín, Vice President of Operations for
Polymer S.A. (Formosa Plastic Group) in Cartagena, Plant Manager of Polímeros
Colombianos S.A. Coltejer Group, and Professor of Process Design at EAFIT University.
Dr. Camilo Alberto Ospina Saldarriaga, Head of Product
Development
A medical doctor, public health specialist and passionate entrepreneur with more than
25 years of experience in the design, development, marketing and implementation of
innovative projects, products and services in health and social security based on new
communications and information technologies (ICT). Dr. Ospina is the founder and
general manager of Ubiquo Telemedicina, a Colombian leader in the development of
technological tools to improve access to specialized health services. Previously he
served as director of innovation for a SURA Group social security company.
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Private & Confidential

Non-Executive Board Members

Simon Langelier, Chairman of the Board ●

Dr. Delon Human, Vice Chairman ● ●

Henning von Koss, Director ●

Matteo Pellegrini, Director

David Attard, Director ● ●

Carlos Manuel Uribe, Director ●

David Gordon, Director ●

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Private & Confidential

Licensed by the Colombian Government

Step 1:
Processing and Extraction
License

▪ Received June 27th, 2016

Step 2:
Cultivation License

▪ Received October 19th, 2017 The only fully licensed producer

Step 3: of medicinal cannabis oil products
Exportation Permit
in Colombia for use in Colombia
as well as international export
▪ General permit received with
processing license
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Company Owned and Contract Cultivation Facilities

Nursery & Propagation 1.3 Million sq. ft.
open-air greenhouses
480 Thousand KG
flower capacity per year

Company-Owned with
Indigenous Growers 0.4 Million sq. ft.
open-air greenhouses
150 Thousand KG
flower capacity per year

Contract Growers 13.3 Million sq. ft.

open-air greenhouses
4,900 Thousand KG
flower capacity per year

Total 15.0 Million sq. ft.

open-air greenhouses
5,530 Thousand KG
flower capacity per year

(KG based on 92.9 grams/sq. ft., 4 growing cycles) 10

Private & Confidential

Scenario Analysis at Scale

Illustrative Model (1) Capacity Owned by PharmaCielo Capacity Owned + Contracted

Total Land 3.6 MM sq. ft. 16.9 MM sq. ft.

Cultivation Area 1.3 MM sq. ft. 12.2 MM sq. ft.

Growth Cycles 4 4

Grams of Flower Yield per sq. ft. 92.90 g/sq. ft. 92.90 g/sq. ft.

Oil Extraction % 12.00% 12.00%

Price Per Gram of Oil (C$) $25.00 $25.00

Potential Revenue (C$) $1.45 Billion $16.28 Billion

Gross Margin 75%

75%toto90%+
90%+
Estimates are provided for discussion purposes and are based on a number of variables and inputs 11
 Private & Confidential

Highly Scalable Business Model

Nursery & Propagation Centre Oil Processing Centre

Supplies cuttings to support Supplies harvested cannabis

100+ million sq. ft of cultivation flower to be processed

Contract and Indigenous Growing

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Private & Confidential

Our Current Capacity vs Fully Funded Canadian Projections

5,000

4,500 Set to meet the

4,000 global medicinal
3,500 need for high-quality
3,000 Indigenous Growers
cannabis oil
THOUSANDS OF KGS

2,500 Nursery & Propagation

Contract
Growing
2,000 Village Farms
CannTrust
1,500 Cronos
OrganiGram
MedReleaf
1,000
Aphria
Hydropothecary
500 Owned Aurora
Canopy
Owned
0

Source: Company Filings, Internal Estimates, as of April 17, 2018 13

Private & Confidential

Our Nursery and

Propagation Center

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GMP Oil Processing Center

15
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Distribution Channel Strategy

Direct Distribution Retail Distribution

Finished Goods Manufacturing Research & Scientific Partners 16

Private & Confidential

Colombia: First Mover Advantage

Barranquilla
Population of 48.7 Million
Cartagena

Cúcuta Medicinal Cannabis Legalized December 2015

Medellín Bucaramanga
Estimated Cannabis Market Size of ~ $2 Billion*
Bogota
Estimated PharmaCielo Market Share ~ 30%
Cali
Estimated Potential Revenue ~ $600 Million

Pasto
Among the Highest Drug Prices in the World

* Based on Colombian government estimates 17

Private & Confidential

Colombia: Go to Market Strategy

▪ UBIQUO: Colombia’s only patient & e-clinic platform (80,000 patients)

▪ PharmaCielo entered into a Definitive Agreement to acquire 100%

ownership
▪ Currently only in Medellín
▪ Expected to grow 350,000+ patients over a 36 month period as we
roll out to 7 new departments

▪ Company owned and operated clinics

▪ Large channel pharmacy distribution

▪ Non-competitive finished good manufactures

▪ Research & Scientific Partners

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Private & Confidential

Financial Forecast - Colombian Market

(C$ M) 2019 2020 2021 2022

Revenue $ 71 $ 141 $ 188 $ 223

EBITDA1 $ 15 $ 65 $ 100 $ 124

Market
2.8% 5.5% 7.3% 8.7%
Penetration

1Non-GAAP Financial Measure. See “Disclaimer and Cautionary Note Regarding Forward-Looking Statements”
Estimates are provided for discussion purposes and are based on a number of variables and inputs 19
 Private & Confidential

Colombia Can Supply The World

Population:
508.0 M Global
Opportunity
Potential
Population:
127.5 M
●
~$200B
Industry
Primary Focus Population: by 2032*
Secondary Focus 207.7 M

*(based on Constellation Brands market estimate) 20

Private & Confidential

Investment Highlights
• Ultra Low Cost Producer

• Efficient, Natural Production

• Fully Licensed & Operational

• Scalable Cultivation Facilities

• Advanced Processing Facilities

• Strong Management Team

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 Private & Confidential

Comparable Companies1
Production
Revenue EBITDA2 Price / Sales EV / EBITDA EV / Production
(Dry-Equivalent)
Company Name Location Share Price Mkt Cap (FDITM) EV 2019E 2020E 2019E 2020E 2019E 2020E 2019E 2020E 2019E 2020E 2019E 2020E
(Name) (Country) (C$) (C$mm) (C$mm) (C$mm) (C$mm) (C$mm) (C$mm) (kg) (kg) (x) (x) (x) (x) ($/gram) ($/gram)

Marijuana Comparables - LARGE CAP

Canopy Growth Corporation Canada $29.86 $6,304 $5,752 $376.9 $1,030.1 $69.3 $273.0 54,761 140,910 16.7x 6.1x 83.0x 21.1x $105 $41
Aurora Cannabis Inc. Canada $8.44 $4,845 $4,440 $358.0 $671.7 $117.6 $231.3 45,271 84,621 13.5x 7.2x 37.8x 19.2x $98 $52
Aphria Inc Canada $11.34 $2,496 $2,302 $276.8 - $108.8 - 53,064 - 9.0x - 21.2x - $43 -
Cronos Group Inc Canada $9.30 $1,962 $1,782 $127.6 $337.3 $41.4 $106.8 16,569 39,762 15.4x 5.8x 43.1x 16.7x $108 $45
Medreleaf Corp. Canada $19.19 $2,061 $1,757 $149.7 $297.0 $35.6 $90.4 20,227 41,541 13.8x 6.9x 49.3x 19.4x $87 $42
CannTrust Holdings, Inc. Canada $6.44 $627 $597 $241.4 - $78.1 - 36,230 - 2.6x - 7.6x - $16 -
Hydropothecary Corporation Canada $4.07 $926 $494 $119.4 $232.0 $14.7 $85.4 21,720 36,932 7.8x 4.0x 33.7x 5.8x $23 $13
OrganiGram Holdings Inc Canada $3.95 $517 $423 $130.9 - $47.4 - 21,530 - 4.0x - 8.9x - $20 -
Supreme Cannabis Company Inc Canada $1.70 $468 $403 $69.2 $185.9 $17.1 $69.0 14,490 37,578 6.8x 2.5x 23.6x 5.8x $28 $11

Average $205.5 $459.0 $58.9 $142.7 31,540 63,557 9.9x 5.4x 34.2x 14.7x $59 $34
Average (Ex. Hi-Low) $200.5 $384.5 $56.8 $128.5 30,659 50,875 10.0x 5.7x 31.1x 15.3x $58 $35

Marijuana Comparables - SMALL CAP

Hiku Brands Company Ltd. Canada $1.66 $241 $221 $76.8 $179.7 $16.6 $61.4 5,110 15,165 3.1x 1.3x 13.3x 3.6x $43 $15
Maricann Group, Inc. Canada $1.75 $235 $196 $116.9 - $38.5 - 16,186 - 2.0x - 5.1x - $12 -
ABcann Global Corporation Canada $1.58 $279 $189 $67.1 $176.9 $12.6 $66.8 - - 4.2x 1.6x 15.0x 2.8x - -
ICC Labs Inc Uruguay $1.41 $205 $175 $133.1 $351.1 $32.6 $110.7 10,366 20,525 1.5x 0.6x 5.4x 1.6x $17 $9
Invictus MD Strategies Corp Canada $1.93 $216 $137 $25.4 $51.8 $6.4 $17.5 3,304 9,075 8.5x 4.2x 21.4x 7.8x $42 $15
Emblem Corp. Canada $1.53 $165 $80 $54.2 - $9.0 - 8,611 - 3.0x - 8.8x - $9 -

Average $78.9 $189.9 $19.3 $64.1 8,715 14,922 3.7x 1.9x 11.5x 4.0x $25 $13
Average (Ex. Hi-Low) $78.7 $178.3 $17.7 $64.1 8,029 15,165 3.1x 1.5x 10.6x 3.2x $24 $15

Pharmacielo - PRE-MONEY Colombia $3.35 $302 $285 $70.5 $141.0 $14.7 $65.3 39,289 91,675 4.3x 2.1x 19.4x 4.4x $7 $3

1 Source: S&P Capital IQ, FactSet, Bloomberg, Company Filings, Equity Research, as of April 17, 2018
2 Non-GAAP Financial
22
Measure. See “Disclaimer and Cautionary Note Regarding Forward-Looking Statements”
Private & Confidential

Use of Net Proceeds & Capitalization (Pre-Money)

Uses of Net Proceeds Pre-Money Valuation
Description Amount (C$) Pre-Money Valuation (C$) $302M
Ubiquo Purchase 1,536,000 Pre-Money Shares (Fully Diluted) 90,196,064
Pre-Money Share Price (C$) $3.35
Clinic Rollout 4,864,000

Processing Centre 25,600,000

Pre-Money Ownership
General Corporate Purposes 23,800,000
PharmaCielo 99.5%
Fees 4,200,000 AAJ Capital 1 0.5%
Total Uses 60,000,000 Pro Forma 100.0%

AAJ Capital 1 Corp. 1

PharmaCielo Pre-Money Pro Forma
Pre-Cons. Post-Cons.
Common Shares Outstanding2 77,755,453 4,640,000 388,610 78,144,063
Options & Warrants 11,992,286 713,000 59,715 12,052,001
Fully Diluted Shares Outstanding3 89,747,739 5,353,000 448,325 90,196,064

1 Sharesconsolidated at 11.94:1
2 Management owns approximately 24% pre-money
3 11,518,000 options outstanding with a weighted average exercise price of C$1.39, and 474,286 warrants outstanding with a weighted average exercise price of C$1.00
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Private & Confidential

Terms
Issuer: PharmaCielo Ltd. (“PharmaCielo” or the “Company”).

Offering: Best efforts private placement of subscription receipts (the “Subscription Receipts”).
Offering Size: Up to C$60,000,000.
Issue Price: Issue Price per Subscription Receipt of C$3.35.
Qualifying In connection with the Offering, the Company intends to enter into a definitive agreement to complete a business combination transaction with AAJ Capital 1 Corp. (“AAJ”), a capital pool company listed on the TSX Venture
Transaction Exchange (the “TSXV”) that will constitute the “qualifying transaction” of AAJ (the “Qualifying Transaction”). The Qualifying Transaction is more particularly described in the press release of AAJ announcing the Qualifying
Transaction dated April 3, 2018.
Upon completion of the Qualifying Transaction, shareholders of PharmaCielo will hold a majority of the outstanding common shares of AAJ (the “Resulting Issuer Shares”), and holders of common shares of PharmaCielo (the
“PharmaCielo Shares”) will receive Resulting Issuer Shares. AAJ’s name will be changed to “PharmaCielo Corporation” (the “Resulting Issuer”), subject to regulatory and board approval.
Subscription Each Subscription Receipt will entitle the holder thereof to receive one PharmaCielo Share upon the satisfaction or waiver of the Escrow Release Conditions on or before the Escrow Release Date immediately prior to completion
Receipts: of the Qualifying Transaction. Pursuant to the Qualifying Transaction, holders of PharmaCielo Shares will receive one Resulting Issuer Share in exchange for each PharmaCielo Share held.
Agents’ Option: The Co-Lead Agents (as defined herein) shall have an option (the “Agents’ Option”), exercisable, in whole or in part, up to 48 hours prior to the Closing Date (as defined herein), to increase the size of the Offering by up to an
additional 15% of the number of Subscription Receipts sold under the Offering for additional gross proceeds of up to C$9,000,000.
Use of Proceeds: Construction of facilities necessary for the production and processing of medicinal cannabis and industrial hemp, and general corporate purposes.
Listing: The conditional approval for listing of the Resulting Issuer Shares on the TSXV shall be an Escrow Release Condition. The Company shall use its best efforts to cause the Resulting Issuer Shares (including the Resulting Issuer
Shares issued in exchange for the PharmaCielo Shares) to be listed on the TSXV upon completion of the Qualifying Transaction.
Eligibility: The Subscription Receipts and the underlying PharmaCielo Shares will not be qualified investments for RRSPs, RRIFs, TFSAs, RESPs, RDSPs or DPSPs. However, the Resulting Issuer Shares issued pursuant to the Qualifying
Transaction will be qualified investments for Registered Plans at a particular time provided that, at that time: either (i) the shares are listed on the TSXV, or (ii) the Resulting Issuer is a “public corporation” for purposes of the
Income Tax Act (Canada).
Co-Lead Agents: Echelon Wealth Partners Inc., Cormark Securities Inc., and GMP Securities L.P.
Commission: Cash commission equal to 7% of the aggregate gross proceeds of the Offering (including on exercise of the Agents’ Option (the “Agents’ Fee”)), and that number of non-transferable broker warrants to purchase Subscription
Receipts as is equal to 7% of the number of Subscription Receipts sold under the Offering (the “Broker Warrants”), subject to a reduced commission structure for certain investors introduced to the Offering by the Company.
Each Broker Warrant will be exercisable to purchase one Subscription Receipt at the Issue Price for a period of 24 months from the Closing Date.
Escrow: The Company, Echelon (on behalf of the Co-Lead Agents), and a mutually acceptable licensed Canadian trust company or other escrow agent will enter into a subscription receipt agreement on the Closing governing the terms of
the Subscription Receipts. Pursuant to the Subscription Receipt Agreement, on the Closing Date, the gross proceeds from the Offering (less 50% of the Agents’ Fee (as defined herein) and of the reasonable estimated costs and
expenses of the Agents payable by the Company) will be delivered to and held in escrow by the Subscription Receipt Agent and invested in an interest bearing account, short-term obligations of, or guaranteed by, the
Government of Canada or any other investments that may be approved by Echelon pending the satisfaction or waiver of the Escrow Release Conditions. The date on which the Escrow Release Conditions are satisfied is
hereinafter referred to as the “Escrow Release Date”, which shall be no later than September 20, 2018 except as may be extended in accordance with the terms of the Subscription Receipt Agreement.
Restriction on The Subscription Receipts, and the PharmaCielo Shares underlying the Subscription Receipts shall be subject to an indefinite hold period. The Resulting Issuer Shares issuable upon satisfaction of the Escrow Release
Resale: Conditions shall not be subject to any statutory Canadian hold periods upon issuance.
Lock-up Officers, directors and shareholders of the Company owning more than 5% of the PharmaCielo Shares will enter into “lock-up” agreements on or before the Closing Date pursuant to which such parties will agree to customary
Agreements: provisions with respect to prohibitions on the disposition of PharmaCielo Shares or other securities convertible or exchangeable into PharmaCielo Shares or any Resulting Issuer Shares or Resulting Issuer securities issued in
exchange therefor, subject to customary exceptions. In addition, the Company and its subsidiaries will agree to restrictions on the issuance of securities of PharmaCielo and the Resulting and certain securities transactions for a
period commencing on the Closing Date and ending 120 days following the Escrow Release Date, subject to customary exceptions.
Selling All of the Provinces and Territories of Canada pursuant to applicable prospectus exemptions, in the United States only to (i) “qualified institutional buyers” as such term is defined in Rule 144A of the United States Securities Act
Jurisdictions: of 1933, as amended (the “1933 Act”), or to (ii) “accredited investors” as such term is defined in Rule 501(a) of Regulation D under the 1933 Act, pursuant to Rule 506(b) of Regulation D under the 1933 Act, or other available
U.S. registration exemptions, and offshore jurisdictions pursuant to relevant prospectus or registration exemptions in accordance with applicable laws.
Closing Date: On or about May 16, 2018. 24
24
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It’s The Natural Choice

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Environmental Impact
Environmental Impact
The equator is the only place to grow
without damaging the environment
Global Square Meters Requirement / kg1

3,700

The full study can be found at:

10
80 http://www.footprintnetwork.org/2017/08
/16/ecological-footprint-cannabis/
PharmaCielo Warehouse Grow Greenhouse Grow
Colorado Washington

1A global square meter is a square meter with world average biological productivity. Global Footprint Network, Aug. 16, 2017
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Licensed by the Colombian Government

License Overview Processing and Extraction of Cannabis Oil Extracts License
▪ Legalized in December 2015 by signing of Decree
2467 by President Santos ▪ Colombia granted PharmaCielo the first Processing and Extraction License on June 27,
2016.
o July 2016 – Congress approved law
1787, replacing Decree 2467 ▪ This license is a prerequisite to apply for a Cultivation License; no additional Processing
and Extraction Licenses will be needed.
o April 2017 – Approval of Regulatory Decree
for Law 1787
▪ Covers cultivation, extraction and exportation
Cultivation License
▪ Restricted to cannabis-based extracts for
medicinal applications ▪ Colombia granted PharmaCielo the first Cultivation License on October 19, 2017, for the
Rionegro facility.
▪ Leading the global decriminalization and
medicinal recognition of cannabis ▪ License enables the cultivation of cannabis flower for the sole purpose of processing and
extraction of cannabis derivatives.
▪ Allows the cultivation, processing and extraction
of cannabis concentrates from flower that can be
sold to Colombian market, used for scientific Exportation Permit
purposes and for export, enabling the export of
derivatives and finished goods globally ▪ This is not a licensing process. It is a permitting process whereby PharmaCielo needs to
verify that the products for export are legal in the country of import. General permit
granted with processing license.

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Private & Confidential

Certain Rights of Investors Under Applicable Securities Laws

The following statutory rights of action for damages or rescission will only apply to a Canadian purchaser of securities of PharmaCielo Ltd. (the “Company”, “we”, “us” or “our”) in the event that this presentation (the “Presentation”) is deemed to be an
“offering memorandum” pursuant to securities legislation in the applicable province or territory of Canada. These remedies, or notice with respect thereto, must be exercised, or delivered, as the case may be, by the investor within the time limits
prescribed by the applicable securities legislation. Investors should refer to the applicable securities legislation for the complete text of these rights or consult with a legal advisor. Where used herein, “misrepresentation” means an untrue statement of a
material f act or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.
The rights of action discussed below are in addition to and without derogation from any other rights or remedies available at law to an investor.

Ontario
In the event that this investor presentation contains a misrepresentation, a purchaser of securities resident in Ontario who purchases securities offered by this Presentation during the period of distribution has, without regard to whether the purchaser
relied upon the misrepresentation, a right of action for damages against the Company or, alternatively, while still the owner of any securities purchased by that purchaser, for rescission provided that:
(a) if the purchaser exercises its right of rescission, it shall cease to have a right of action for damages as against the Company;
(b) the Company will not be liable if it proves that the purchaser purchased the securities with knowledge of the misrepresentation;
(c) the Company will not be liable for all or any portion of damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; and
(d) in no case shall the amount recoverable in an action for damages exceed the price at which the securities were offered.
No action shall be commenced to enforce these rights more than:
(a) in the case of an action for rescission, 180 days after the purchase of the securities; or
(b) in the case of an action for damages, the earlier of:
(i) 180 days after the date that the investor first had knowledge of the facts giving rise to the cause of action; or
(ii) three y ears after the purchase of the securities.
The Company will not be liable for a misrepresentation in forward-looking information if the Company proves that this Presentation contains: (i) reasonable cautionary language identifying the forward-looking information, and identifying material factors
that could cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information; and (ii) a statement of the material factors or assumptions that were applied in drawing a conclusion or making a forecast or
projection set out in the forward-looking information.

Alberta
If this Presentation contains a misrepresentation, an Alberta resident who purchases securities described in this Presentation during the period of distribution has, without regard to whether the purchaser relied on the misrepresentation, a right of action
for damages against (i) the Company, (ii) every director of the Company at the date of this Presentation, and (iii) every person or company who signed this Presentation. A purchaser may elect, if still the owner of any securities purchased, to exercise a
right of rescission against the Company, in which case the purchaser shall have no right of action for damages, provided that:
(a) neither the Company nor any other person or company will be liable if it is proved such person or company that the purchaser purchased securities with knowledge of the misrepresentation;
(b) in an action for damages, neither the Corporation nor any other person or company will be liable for all or any portion of such damages if the Company or such person or company proves that they do not represent the depreciation in value of the
securities as a result of the misrepresentation relied on; and
(c) in no case will the amount recoverable under this right of action exceed the price at which the securities were sold to the purchaser.
No person or company, other than the Company, will be liable:
(a) if the person or company proves that this Presentation was sent to the purchaser without the person’s or company’s knowledge or consent, and that, on becoming aware of its being sent, the person or company promptly gave reasonable notice to the
Company that it was sent without the knowledge and consent of the person or company;
(b) if the person or company proves that the person or company, on becoming aware of the misrepresentation, withdrew the person’s or company ’s consent to this Presentation and gave reasonable notice to the Company of the withdrawal and the
reason for it;
(c) with respect to any part of this Presentation purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, the person or company had no reasonable grounds to
believe and did not believe that (i) there had been a misrepresentation, or (ii) the relevant part of the presentation did not fairly represent the position of the expert or was not a fair copy; or
(d) with respect to any part of this Presentation not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company (i) did not conduct
an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation, or (ii) believed there had been a misrepresentation.
In Alberta, no action may be commenced to enforce such right of action described above unless the right is exercised, (a) in the case of an action for rescission, no later than 180 days from the date the purchaser purchased the securities; or (b) in the case
of an action other than for rescission, not later than the earlier of (i) 180 days from the day that the purchaser first had knowledge of the facts giving rise to the cause of action, or (ii) three (3) years from the day the purchaser purchased securities.
Private & Confidential

Certain Rights of Investors Under Applicable Securities Laws (cont’d)

Saskatchewan
If this Presentation, or any amendment thereto, or any advertising or sales literature used in connection therewith contains a misrepresentation, every purchaser of securities resident in Saskatchewan shall be deemed to have relied on the
representation, if it was a misrepresentation at the time of purchase, and will have a right of action, in addition to any other rights they may have at law, for damages against:
(a) the Company; (b) every promoter and director of the Company at the time the Presentation, or any amendment thereto, was sent or delivered or at the time the advertising or sales literature was disseminated as the case maybe; (c) every person or
company whose consent has been filed respecting the offering, but only with respect to reports, opinions or statements that have been made by them; (d) every person or company that signed this Presentation or any amendments thereto; and (e) every
person or company that sells securities on behalf of the Company under this Presentation or amendment thereto, or in respect of which the advertising or sales literature was disseminated, as the case may be.
Alternatively, where the purchaser purchased securities from the Company, the purchaser may elect to exercise a right of rescission against the Company, and, when the purchaser so elects, the purchaser shall have no right of action for damages against
the Company.
No person or company, other than the Company, will be liable: (a) if the person or company proves that this Presentation, or any advertising, or sales literature was sent or delivered, or disseminated, as the case may be, to the purchaser without the
person’s or company’s knowledge or consent, and that, on becoming aware that it was sent and delivered or disseminated, the person or company promptly gave reasonable general notice that it was so sent and delivered or disseminated; (b) if the
person or company proves that after the filing of this Presentation, or after the dissemination of the advertising or sales literature, and before the purchase of the securities by the purchaser, on becoming aware of any misrepresentation, the person or
company withdrew the person’s or company’s consent to this Presentation, or to the advertising or sales literature and gave reasonable general notice of the withdrawal and the reason for it; or (c) for any part of the Presentation, or any amendment
thereto, or any advertising or sales literature not purporting to be made on the authority of an expert and not purporting to be a copy of or an extract from a report, opinion or statement of an expert, unless the person or company (i) failed to conduct a
reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation; or (ii) believed there had been a misrepresentation.
Not all defences upon which the Company or others may rely are described herein. Please refer to the full text of The Securities Act, 1988 (Saskatchewan) for a complete listing.
In addition, where an individual makes a verbal statement to a prospective purchaser that contains a misrepresentation relating to the securities and the verbal statement is made either before or contemporaneously with the purchase of the securities,
the purchaser is deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and the purchaser has a right of action for damages against the individual who made the verbal statement. No such individual will be
liable if: that individual can establish that he or she cannot reasonably be expected to have known that his or her statement contained a misrepresentation (this defence is also available to every person or company that sells securities on behalf of the
Company where there is a misrepresentation in the advertising or sales literature used in connection with the offering of securities under this Presentation); or prior to the purchase of the securities by the purchaser, that individual notified the purchaser
that the individual’s statement contained a misrepresentation.
Neither the Company nor any other person or company referred to above will be liable, whether for misrepresentations in this Presentation, advertising or sales literature or in a verbal statement:
(a) if the Company or such promoter, person or company proves that the purchaser purchased securities with knowledge of the misrepresentation; (b) in an action for damages, for all or any portion of the damages that the Company or such promoter,
person or company proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied on. In no case will the amount recoverable by a purchaser for a misrepresentation in this Presentation, advertising and sales
literature, or a verbal misrepresentation exceed the price at which securities were sold to the purchaser.
In Saskatchewan, no action may be commenced to enforce a right of action for rescission or damages unless the right is exercised:
(a) in the case of an action for rescission, no later than 180 days after the date the purchaser purchased the securities; and (b) in the case of any action, other than an action for rescission, no later than the earlier of (i) one (1) year after the purchaser first
had knowledge of the facts giving rise to the cause of action or (ii) six (6) years after the date the purchaser purchased the securities.

Manitoba
In the event this Presentation contains a misrepresentation, every purchaser of securities, resident in Manitoba shall be deemed to have relied on the representation if it was a misrepresentation at the time of purchase and has a right of action for
damages against:
(i) the Company;
(ii) every director of the Company at the date of the Presentation; and
(iii) every person or company who signed the Presentation.
Alternatively, the purchaser may elect to exercise a right of rescission against the Company, and, when the purchaser so elects, the purchaser shall have no right of action for damages.
Neither the Company nor any person referred to above will be liable for misrepresentations in the Presentation if the Company or the person proves that the purchaser purchased securities with knowledge of the misrepresentation.
Private & Confidential

Certain Rights of Investors Under Applicable Securities Laws (cont’d)

Manitoba Cont’d
No person or company, other than the Company will be liable:
(a) if the person or company proves that this Presentation was sent to the purchaser without the person’s or company ’s knowledge or consent, and that, after becoming aware that it was sent, the person or company promptly gave reasonable notice to
the Company that it was sent without the person or company’s knowledge and consent;
(b) if the person or company proves that, after becoming aware of the misrepresentation, the person or company withdrew the person’s or company’s consent to the Presentation and gave reasonable notice to the Company of the withdrawal and the
reason for it;
(c) with respect to any part of this Presentation purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, the person or company had no reasonable grounds to
believe and did not believe that (i) there had been a misrepresentation, or (ii) the relevant part of the presentation did not fairly represent the position of the expert or was not a fair copy; or
(d) with respect to any part of this Presentation not purporting to be made on an expert’s authority and not purporting to be a copy of, or an extract from, an expert’s report, opinion or statement, unless the person or company (i) did not conduct an
investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation, or (ii) believed there had been a misrepresentation.
In an action for damages, the Company, any director of the Company and any person or company who signed the Presentation is not liable for all or any portion of the damages that they prove does not represent the depreciation in value of the securities
as a result of the misrepresentation relied on.
In no case will the amount recoverable by a purchaser for a misrepresentation in this Presentation exceed the price at which securities were offered under this Presentation.
In Manitoba, no action shall be commenced to enforce these rights more than:
(a) 180 day s after the date the purchaser purchased the securities, in the case of an action for rescission; or
(b) The earlier of (i) 180 day s after the day that the purchaser first had knowledge of the facts giving rise to the cause of action, or
(ii) two years after the date the purchaser purchased the securities, in any other case.

Newfoundland and Labrador

In the event that this Presentation and any amendment thereto contains a misrepresentation, an investor to whom this Presentation was delivered and who purchases securities offered under it will be considered to have relied on the misrepresentation,
if it was a misrepresentation on the date of investment, and will have, subject as hereinafter provided, a right of action for damages against (i) the Company, (ii) every director of the Company at the date of this Presentation, and (iii) every person or
company who signed this Presentation, and a right of action for rescission against the Company. Where the purchaser elects to exercise a right of rescission against the Company, the purchaser shall have no right of action for damages.
Neither the Company nor any other person or company will be liable if the Company or such person or company proves that the purchaser purchased securities with knowledge of the misrepresentation.
No person or company, other than the Company, will be liable:
(a) where the person or company proves that this Presentation was sent to the purchaser without the person’s or company’s knowledge or consent, and that, on becoming aware of its being sent, the person or company promptly gave reasonable notice
to the Company that it was sent without the person’s or company’s knowledge and consent;
(b) if the person or company proves that, on becoming aware of the misrepresentation, the person or company withdrew the person’s or company ’s consent to this Presentation and gave reasonable notice to the Company of the withdrawal and the
reason for it;
(c) with respect to any part of this Presentation purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, the person or company had no reasonable grounds to
believe and did not believe that (i) there had been a misrepresentation, or (ii) the relevant part of the presentation did not fairly represent the position of the expert or was not a fair copy; or
(d) with respect to any part of the Presentation not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless such person or company (i) did not conduct
an investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation, or (ii) believed there had been a misrepresentation.
In an action for damages, neither the Company nor any other person or company will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of securities as a result of the misrepresentation relied upon.
In no case shall the amount recoverable under the right of action described herein exceed the price at which securities were offered in this Presentation.
No action shall be commenced to enforce a right of action unless such action is commenced:
(a) in the case of an action for rescission, not later than 180 days from the date the purchaser purchased the securities; or
(b) in the case of an action for damages, not later than 180 days after the person had knowledge of the facts giving rise to the cause of action or in any other case not later than three (3) years from the date the purchaser purchased the securities.
Private & Confidential

Certain Rights of Investors Under Applicable Securities Laws (cont’d)

Nova Scotia
If this Presentation or any amendment thereto or any advertising or sales literature (as defined in the Securities Act (Nova Scotia)) used in connection therewith contains a misrepresentation (meaning an untrue statement of material fact or an omission
to state a material f act that is required to be stated or that is necessary in order to make any statement contained herein not misleading in light of the circumstances in which it was made), any purchaser to whom such Presentation is sent or delivered
who purchases securities referred to herein shall be deemed to have relied on the misrepresentation, if it was a misrepresentation at the time of purchase, and has a right of action, in addition to any other rights they may have at law, for damages against
(i) the Company, (ii) every director of the Company at the date of the Presentation, and (iii) every person who signed this Presentation, but may elect (while still the owner of any of the securities that they purchased) to exercise a right of rescission against
the Company, in which case he or she shall have no right of action for damages.
Neither the Company nor any other person or company will be liable if the Company or such person or company proves that the purchaser purchased the securities with knowledge of the misrepresentation.
No person or company, other than the Company, will be liable: (a) if the person or company proves that this Presentation was sent or delivered to the purchaser without the person’s or company’s knowledge or consent, and that, on becoming aware of
its delivery, the person or company promptly gave reasonable general notice that it was delivered without the person’s or company’s knowledge and consent; (b) if the person or company proves that after delivery of this Presentation, and before the
purchase of the securities by the purchaser, on becoming aware of any misrepresentation, the person or company withdrew the person’s or company’s consent to this Presentation and gave reasonable general notice of the withdrawal and the reason for
it; (c) with respect to any part of this Presentation purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, the person or company had no reasonable grounds to
believe and did not believe that (i) there had been a misrepresentation, or (ii) the relevant part of the presentation did not fairly represent the position of the expert or was not a fair copy; or
(d) with respect to any part of the Presentation not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless such person or company (i) failed to
conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no misrepresentation, or (ii) believed there had been a misrepresentation. In an action for damages, neither the Company nor any other person or
company will be liable for all or any portion of the damages that it proves do not represent the depreciation in value of securities as a result of the misrepresentation relied upon. In no case shall the amount recoverable under the right of action described
herein exceed the price at which the securities were sold to the purchaser. No action shall be commenced to enforce these rights more than 120 days after the date on which payment was made for the securities.

Prince Edward Island

If this Presentation contains a misrepresentation, a purchaser resident in Prince Edward Island who buys securities during the period of distribution, has, without regard to whether the purchaser relied on the misrepresentation, a right of action for
damages against (i) the Company, (ii) every director of the Company at the date of this Presentation, and (iii) every person or company who signed this Presentation, but may elect (while still the owner of any of the securities that it purchased) to exercise
a right of rescission against the Company, in which case the purchaser shall have no right of action for damages, provided that:
(a) neither the Company nor any other person or company will be liable if the Company or such person or company proves that the purchaser purchased the securities with knowledge of the misrepresentation; (b) in an action for damages, neither the
Company nor any other person or company will be liable for all or any portion of such damages if the Company or such person or company proves that they do not represent the depreciation in value of the securities as a result of the misrepresentation
relied on; and (c) the amount recoverable under this right of action must not exceed the price at which the securities purchased by the purchaser were offered.
In an action for damages, no person or company, other than the Company, will be liable: (a) if the person or company proves that this Presentation was sent to the purchaser without the person’s or company’s knowledge or consent, and that, on
becoming aware that it was sent, the person or company had promptly given reasonable notice to the Company that it was sent without the person’s or company’s knowledge and consent; (b) if the person or company proves that on becoming aware of
the misrepresentation, the person or company had withdrawn the person’s or company’s consent to this Presentation and had given reasonable notice to the Company of the withdrawal and the reason for it; (c) with respect to any part of this
Presentation purporting to be made on the authority of an expert or purporting to be a copy of, or an extract from, a report, statement or opinion of an expert, the person or company had no reasonable grounds to believe and did not believe that (i) there
had been a misrepresentation, or (ii) the relevant part of the presentation did not fairly represent the position of the expert or was not a fair copy; or (d) with respect to any part of this Presentation not purporting to be made on the authority of an expert
and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that there had been no
misrepresentation, or (ii) believed there had been a misrepresentation.
No action may be commenced to enforce such right of action described above more than:
(a) in the case of action for rescission, 180 days from the date the purchaser purchased the securities; or (b) in the case of any action, other than an action for rescission: (i) 180 days from the day that the purchaser first had knowledge of the facts giving
rise to the cause of action, or (ii) three (3) years from the day the purchaser purchased the securities, whichever period expires first.
Neither the Company nor any other person or company will be liable with respect to a misrepresentation in forward-looking information if (i) the Presentation also contains reasonable cautionary language identifying the information and a statement of
the material factors or assumptions applied and (ii) there was a reasonable basis for drawing the conclusions or making the forecasts or projections.
Private & Confidential

Certain Rights of Investors Under Applicable Securities Laws (cont’d)

New Brunswick
If this Presentation or any information relating to the offering provided to the purchaser of the securities thereto or any advertising or sales literature used in connection therewith contains a misrepresentation, every purchaser of securities resident in
New Brunswick purchasing securities pursuant to this Presentation shall be deemed to have relied on the representation, if it was a misrepresentation at the time of purchase, and will have a right of action, in addition to any other rights they may have at
law, for damages against the Company. Alternatively, the purchaser may elect to exercise a right of rescission against the Company, in which case the purchaser shall have no right of action for damages against the Company.
In addition, if advertising or sales literature is relied upon by a purchaser in connection with a purchase of securities, the purchaser shall also have a right of action for damages against every person who was a director of the Company at the time the
advertising or sales literature was disseminated.
In addition, where an individual makes a verbal statement to a prospective purchaser that contains a misrepresentation relating to securities and the verbal statement is made either before or contemporaneously with the purchase of securities, the
purchaser shall be deemed to have relied upon the misrepresentation if it was a misrepresentation at the time of purchase, and has a right of action for damages against the individual who made the verbal statement.
No such individual will be liable if: (a) that individual can establish that he or she cannot reasonably be expected to have known that his or her statement contained a misrepresentation; or (b) no individual is liable if, prior to the purchase of the securities
by the purchaser, that individual notified the purchaser that the individual’s statement contained a misrepresentation. Neither the Company nor any other person referred to above will be liable, whether for misrepresentations in the Presentation, any
advertising or sales literature or in a verbal statement: (a) if the Company or such other person proves that the purchaser purchased securities with knowledge of the misrepresentation; (b) in an action for damages, for all or any portion of the damages
that the Company or such other person proves do not represent the depreciation in value of securities as a result of the misrepresentation relied on.
No person, other than the Company, is liable for misrepresentations in any advertising or sales literature if the person proves: (a) that the advertising or sales literature was disseminated without the person's knowledge or consent and that, on becoming
aware of its dissemination, the person gave reasonable general notice that it was so disseminated, (b) that, after the dissemination of the advertising or sales literature and before the purchase of the securities by the purchaser, on becoming aware of any
misrepresentation in the advertising or sales literature the person withdrew the person's consent to it and gave reasonable notice of the withdrawal and the reason for the withdrawal, or (c) that, with respect to a false statement purporting to be a
statement made by an official person or contained in what purports to be a copy of, or an extract from, a public official document, it was a correct and fair representation of the statement or copy of, or extract from, the document, and the person had
reasonable grounds to believe and did believe that the statement was true.
No person, other than the Company, is liable with respect to any part of the advertising or sales literature not purporting to be made on the authority of an expert and not purporting to be a copy of or, an extract from, a report, opinion or statement of an
expert unless the person: (a) failed to conduct such reasonable investigation as to provide reasonable grounds for a belief that there had been no misrepresentation, or (b) believed there had been a misrepresentation.
Any person who at the time the advertising or sales literature was disseminated, sells securities on behalf of the Company with respect to which the advertising or sales literature was disseminated, is not liable if that person can establish that the person
cannot reasonably be expected to have had knowledge that the advertising or sales literature was disseminated or contained a misrepresentation.
In no case will the amount recoverable by a purchaser exceed the price at which securities were sold to the purchaser.
In New Brunswick, no action may be commenced to enforce such right of action unless the right is exercised: (a) in the case of an action for rescission, no later than 180 days after the date the purchaser purchased the securities; and (b) in the case of any
action, other than an action for rescission, no later than the earlier of (i) one (1) year after the purchaser first had knowledge of the facts giving rise to the cause of action or (ii) six (6) years after the date the purchaser purchased the securities.

British Columbia and Quebec

Purchasers in British Columbia and Quebec are not generally entitled to statutory rights of action such as the ones described above. However, in consideration of their purchase of securities, the Company hereby grants such purchasers a contractual right
of action for damages or rescission that is substantially the same as the statutory right of action that is available to residents of Ontario who purchase securities.