DionyMed - CSE Form 2A - Listing Application Conformed

FORM 2A
LISTING STATEMENT
in connection with the listing of DionyMed Brands Inc.,

Inc. the
entity formed upon the reverse take
take-over of Sixonine
Ventures Corp. by DionyMed Holdings Inc.
Dated as at November 27, 2018

DionyMed Brands Inc. (the “Resulting Issuer”) is an entity that derives all of its revenues
from the cannabis industry in certain U.S. states, which industry is illegal under U.S. Federal
Law. The Resulting Issuer is directly involved in the cannabis industry through the
production, cultivation, distribution and sale of medical and adult-use cannabis in the States
of California and Oregon, which have regulated such activity.
The cultivation, sale and use of cannabis is illegal under federal law pursuant to the U.S.
Controlled Substances Act of 1970 (the “Controlled Substances Act”). Under the Controlled
Substances Act, the policies and regulations of the United States Federal Government and its
agencies are that cannabis has no medical benefit and a range of activities including
cultivation and the personal use of cannabis is prohibited. Even in those states in which the
use of marijuana has been legalized, its use, cultivation, sale and distribution remains a
violation of federal law. The Supremacy Clause of the United States Constitution establishes
that the United States Constitution and federal laws made pursuant to it are paramount and in
case of conflict between federal and state law, the federal law shall apply. Any person
connected to the marijuana industry in the U.S. may be at risk of federal criminal prosecution
and civil liability in the United States. Any investments may be subject to civil or criminal
forfeiture and total loss. Since federal law criminalizing the use of marijuana is not preempted
by state laws that legalize its use, strict enforcement of federal law regarding marijuana
would harm the Resulting Issuer’s business, prospects, results of operation, and financial
condition. Due to the federal illegality of cannabis and the charged political climate
surrounding the cannabis industries of various states, political risks are inherent in the
cannabis industry. It remains to be seen whether policy changes at the federal level will have
a chilling effect on the cannabis industry.
On January 4, 2018, former U.S. Attorney General Jeff Sessions issued a memorandum to
U.S. district attorneys which rescinded previous guidance from the U.S. Department of
Justice specific to cannabis enforcement in the United States, including the Cole
Memorandum (as defined herein). With the Cole Memorandum rescinded, U.S. federal
prosecutors have been given discretion in determining whether to prosecute cannabis
related violations of U.S. federal law.
There is no guarantee that state laws legalizing and regulating the sale and use of cannabis
will not be repealed or overturned, or that local governmental authorities will not limit the
applicability of state laws within their respective jurisdictions. Unless and until the United
States Congress amends the Controlled Substances Act with respect to medical and/or adult-
use cannabis (and as to the timing or scope of any such potential amendments there can be
no assurance), there is a risk that federal authorities may enforce current federal law. If the
federal government begins to enforce federal laws relating to cannabis in states where the
sale and use of cannabis is currently legal, or if existing applicable state laws are repealed or
curtailed, DionyMed Brands Inc.’s business, results of operations, financial condition and
prospects would be materially adversely affected. See Section 17 of this Listing Statement –
Risk Factors for additional information on this risk.
Despite the current state of the federal law and the Controlled Substances Act, the states of
California, Nevada, Massachusetts, Maine, Washington, Oregon, Colorado, Vermont and
Alaska, and the District of Columbia, have legalized recreational use of cannabis.
Massachusetts and Maine have not yet begun recreational cannabis commercial operations.
In early 2018, Vermont became the first state to legalize recreational cannabis by passage in
a state legislature, but does not allow commercial sales of recreational cannabis. Although
the District of Columbia voters passed a ballot initiative in November 2014, no commercial
recreational operations exist because of a prohibition on using funds for regulation within a
federal appropriations amendment to local District spending powers.
In addition, over half of the U.S. states have enacted legislation to legalize and regulate the
sale and use of medical cannabis, while other states have legalized and regulate the sale and
use of medical cannabis with strict limits on the levels of THC.
The Resulting Issuer’s objective is to capitalize on the opportunities presented as a result of

the changing regulatory environment governing the cannabis industry in the United States
and Canada. Accordingly, there are a number of significant risks associated with the
business of the Resulting Issuer. Unless and until the United States Congress amends the
Controlled Substances Act with respect to medical and/or adult-use cannabis (and as to the
timing or scope of any such potential amendments there can be no assurance), there is a risk
that federal authorities may enforce current federal law, and the business of the Resulting
Issuer or one or more of the resulting Issuer’s subsidiaries may be deemed to be producing,
cultivating, extracting or dispensing cannabis in violation of federal law in the United States.
For these reasons, the Resulting Issuer’s involvement in the United States cannabis market
may subject the Resulting Issuer to heightened scrutiny by regulators, stock exchanges,
clearing agencies and other Canadian authorities. There are a number of significant risks
associated with the business of the Resulting Issuer. As a result, the Resulting Issuer may be
subject to significant direct and indirect interaction with public officials. There can be no
assurance that this heightened scrutiny will not in turn lead to the imposition of certain
restrictions on the Resulting Issuer’s ability to operate in the U.S. or any other jurisdiction.
See section entitled “Risk Factors” and “General Business of the Resulting Issuer”.
On February 8, 2018 the Canadian Securities Administrators published CSA Staff Notice
(Revised) - Issuers with U.S. Marijuana-Related Activities (“CSA Staff Notice”) setting out the
Canadian Securities Administrator’s disclosure expectations for specific risks facing issuers
with cannabis-related activities in the United States.
The following table is intended to assist readers in identifying those parts of this Listing
Statement that address the disclosure expectations outlined in the CSA Staff Notice.
Specific Disclosure Necessary to

Listing Statement Cross
Industry Involvement Fairly Present all Material Facts, Risks
Reference
and Uncertainties
All Issuers with U.S. Describe the nature of the issuer's Section 4.1 – General
Marijuana-Related involvement in the U.S. marijuana Business of the Resulting
Activities industry and include the disclosures Issuer – Issuers with U.S.
indicated for at least one of the direct, Marijuana-Related Assets -
indirect and ancillary industry Nature of Involvement (p. 42)
involvement types noted in this table.
Section 4 – Narrative
Description of the Business
(p. 23)
Prominently state that marijuana is illegal Cover Page (disclosure in
under U.S. federal law and that bold typeface)
enforcement of relevant laws is a
significant risk.
Reference
and Uncertainties
Discuss any statements and other Section 4.1 – General
available guidance made by federal Business of the Resulting
authorities or prosecutors regarding the Issuer – United States
risk of enforcement action in any Regulatory Environment (pp.
jurisdiction where the issuer conducts 42-46)
U.S. marijuana-related activities.
Section 17 - Risk Factors –
Marijuana remains illegal
under U.S. federal law
(p.102)

Federal regulation of
marijuana in the United
States (pp. 102 – 105)
Outline related risks including, among Section 4.1 – General
others, the risk that third-party service Business of the Resulting
providers could suspend or withdraw Issuer – United States
services and the risk that regulatory Regulatory Environment (pp.
bodies could impose certain restrictions 42-46)
on the issuer's ability to operate in the
U.S. Section 17 - Risk Factors –
Risks associated with
travelling across borders (p.
105)

U.S. state regulatory
uncertainty (p. 105)

Risks associated with young
industries (p. 106)

The legality of cannabis could
be reversed in one or more
states of operation (p. 107)

Heightened scrutiny by
Canadian regulatory
authorities (p. 107)

Restricted access to banking
(pp. 108-109)

Regulatory scrutiny of the
Reference
and Uncertainties
Resulting Issuer's interests in
the United States (p. 109)

Constraints on marketing
products (p. 109)

Risk of civil asset forfeiture
(p. 110)
Section 17 - Risk Factors -

Risk of RICO prosecution or
civil liability (p. 110)

Proceeds of crime statutes (p.
110)

Limited trademark protection
(p. 112)
Section 17 - Risk Factors -

Lack of access to U.S.
bankruptcy protections (p.
113)

Potential FDA regulation (p.
113-114)

Legality of contracts (p. 113)

Newly established legal
regime (pp. 123-124)
Reference
and Uncertainties
Given the illegality of marijuana under Section 4.1 – General
U.S. federal law, discuss the issuer's Business of the Resulting
ability to access both public and private Issuer – Available Funds (p.
capital and indicate what financing 40)
options are / are not available to support
continuing operations. Section 4.1 – General
Business of the Resulting
Issuer – Ability to Access
Public and Private Capital (p.
41)
Section 4.1 – General

Issuer – United States
Regulatory Environment (pp.
42 - 46)

Heightened scrutiny by
Canadian regulatory
authorities (p. 107)

(p. 108-109)

The Resulting Issuer’s
management team or other
owners could be disqualified
from ownership in the
Resulting Issuer (p. 109)

Newly established legal
regime (pp. 123-124)
Quantify the issuer's balance sheet and Selected Consolidated

operating statement exposure to U.S. Financial Information
marijuana-related activities. Schedules “E”, “F”, “G” and
“H” to this Listing Statement.
Note: at the time of this

Listing Statement, the
major operations of the
Resulting Issuer are only in
the United States
Reference
and Uncertainties
Disclose if legal advice has not been Legal advice has been
obtained, either in the form of a legal obtained.
opinion or otherwise, regarding (a)
compliance with applicable state
regulatory frameworks and (b) potential
exposure and implications arising from
U.S. federal law.
U.S. Marijuana Outline the regulations for U.S. states in Section 4.1 – General
Issuers with direct which the issuer operates and confirm Business of the Resulting
involvement in how the issuer complies with applicable Issuer – Compliance with
cultivation or licensing requirements and the Applicable State Laws in the
distribution regulatory framework enacted by the United States (pp. 46-63)
applicable U.S. state.
Discuss the issuer's program for Section 4.1 – General
monitoring compliance with U.S. state Business of the Resulting
law on an ongoing basis, outline internal Issuer – Compliance with
compliance procedures and provide a Applicable State Laws in the
positive statement indicating that the United States (pp. 46-63)
issuer is in compliance with U.S. state
law and the related licensing framework. Section 4.1 – General
Promptly disclose any non-compliance, Business of the Resulting
citations or notices of violation which Issuer – Compliance with
may have an impact on the issuer's Applicable State Laws in the
license, business activities or operations. United States – Compliance
Program (pp. 62 – 63)

uncertainty (pp. 105-106)
U.S. Marijuana Outline the regulations for U.S. states in Section 4.1 – General
Issuers with indirect which the issuer's investee(s) operate. Business of the Resulting
involvement in Issuer – Compliance with
cultivation or Applicable State Laws in the
distribution United States (pp. 46-63)

uncertainty (pp. 105-106)
Reference
and Uncertainties
Provide reasonable assurance, through Section 4.1 – General
either positive or negative statements, Business of the Resulting
that the investee's business is in Issuer – Compliance with
compliance with applicable licensing Applicable State Laws in the
requirements and the regulatory United States (pp. 46-63)
framework enacted by the applicable
U.S. state. Promptly disclose any non- Section 4.1 – General
compliance, citations or notices of Business of the Resulting
violation, of which the issuer is aware, Issuer – Compliance with
that may have an impact on the Applicable State Laws in the
investee's licence, business activities or United States – Compliance
operations. Program (pp. 62 – 63)
U.S. Marijuana Provide reasonable assurance, through Section 4.1 – General

Issuers with material either positive or negative statements, Business of the Resulting
ancillary that the applicable customer's or Issuer – Compliance with
involvement investee's business is in compliance with Applicable State Laws in the
applicable licensing requirements and United States (pp. 46-63)
the regulatory framework enacted by the
applicable U.S. state. Section 4.1 – General
Issuer – Compliance with
Applicable State Laws in the
United States – Compliance
Program (pp. 62 – 63)
Neither the Canadian Securities Exchange Inc. nor any securities regulatory authority has in any
way passed upon the merits of the Reverse Takeover Transaction described in this Listing
Statement.
TABLE OF CONTENTS
1. GLOSSARY OF TERMS ........................................................................................................ 1
2. CORPORATE STRUCTURE................................................................................................ 10
2.1 Corporate Name................................................................................................ 10
2.2 Incorporation ..................................................................................................... 10
2.3 Inter-corporate Relationships............................................................................. 10
2.4 Summary of the Reverse Take-Over ................................................................. 11
2.5 Non-Corporate Resulting Issuers and Resulting Issuers Outside of Canada ..... 11
3. GENERAL DEVELOPMENT OF THE BUSINESS ............................................................... 11
3.1 General Development ....................................................................................... 11
3.2 Reverse Take-Over ........................................................................................... 19
3.3 Trends, Commitments, Events or Uncertainties................................................. 21
4. NARRATIVE DESCRIPTION OF THE BUSINESS .............................................................. 23
4.1 General Business of the Resulting Issuer .......................................................... 23
4.2 Asset Backed Securities.................................................................................... 63
4.3 Companies with Mineral Projects ...................................................................... 63
4.4 Companies with Oil and Gas Operations........................................................... 63
5. SELECTED CONSOLIDATED FINANCIAL INFORMATION ............................................... 63
5.1 Annual Information ............................................................................................ 63
5.2 Dividends .......................................................................................................... 65
5.3 Foreign GAAP ................................................................................................... 65
6. MANAGEMENT’S DISCUSSION AND ANALYSIS.............................................................. 65
7. MARKET FOR SECURITIES ............................................................................................... 65
8. CONSOLIDATED CAPITALIZATION .................................................................................. 65
9. OPTIONS TO PURCHASE SECURITIES ............................................................................ 66
9.1 Outstanding Options.......................................................................................... 66
9.2 Equity Incentive Plan......................................................................................... 67
10. DESCRIPTION OF SECURITIES ....................................................................................... 72
10.1 General ............................................................................................................. 72
10.2 Prior Sales......................................................................................................... 81
10.3 Stock Exchange Price ....................................................................................... 83
11. ESCROWED SECURITIES ................................................................................................ 84
12. PRINCIPAL SHAREHOLDERS ......................................................................................... 84
13. DIRECTORS AND OFFICERS........................................................................................... 85
13.1 to 13.3. Directors, Officers and Management of the Resulting Issuer ............... 85
13.4 Board Committees............................................................................................. 87
13.5 Director and Officer Principal Occupations ........................................................ 87
13.6 Personal Bankruptcies....................................................................................... 88
13.7 Conflicts of Interest............................................................................................ 88
13.8 Management ..................................................................................................... 88
13.9 Other Reporting Resulting Issuer Experience.................................................... 92
14. CAPITALIZATION.............................................................................................................. 93
14.1 Pro Forma Capitalization ................................................................................... 93
14.2 Securities Convertible or Exchangeable for Resulting Issuer Subordinate Voting
Shares94
15. EXECUTIVE COMPENSATION ......................................................................................... 95
15.1 Compensation Discussion and Analysis ............................................................ 95
15.2 Equity Incentive Plan Awards ............................................................................ 96
15.3 Stock Option Plans and Other Incentive Plans .................................................. 98
15.4 Employment, Consulting and Management Agreements ................................... 98
15.5 Oversight and Description of Director and Named Executive Officer
Compensation............................................................................................................... 99
15.6 Pension Disclosure.......................................................................................... 101
16. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ................................. 101
17. RISK FACTORS............................................................................................................... 101
18. PROMOTERS .................................................................................................................. 124
19. LEGAL PROCEEDINGS .................................................................................................. 124
20. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS .......... 124
21. AUDITORS, TRANSFER AGENT AND REGISTRAR...................................................... 125
21.1 Auditors........................................................................................................... 125
21.2 Transfer Agent and Registrar .......................................................................... 125
22. MATERIAL CONTRACTS................................................................................................ 125
23. INTEREST OF EXPERTS ................................................................................................ 125
24. OTHER MATERIAL FACTS............................................................................................. 125
25. FINANCIAL STATEMENTS ............................................................................................. 126
APPENDIX A – DEFINITIVE AGREEMENT…………………..…………………………………. A-1
APPENDIX B – SIXONINE FINANCIAL STATEMENTS AS AT AND FOR THE SIX B-1

MONTHS ENDED JUNE 30, 2018 AND 2017…………………..………………………………..
APPENDIX C – SIXONINE FINANCIAL STATEMENTS FOR THE YEARS ENDED C-1

DECEMBER 31, 2017 AND 2016……………………………………….…………………………
APPENDIX D – SIXONINE FINANCIAL STATEMENTS FOR THE YEARS ENDED D-1

DECEMBER 31, 2016 AND 2015…………………………………………………………………
APPENDIX E – DIONYMED CONSOLIDATED FINANCIAL STATEMENTS FOR THE E-1

PERIOD FROM MARCH 1, 2018 TO JULY 31, 2018…………………………………………..
APPENDIX F – DIONYMED CONSOLIDATED FINANCIAL STATEMENTS F-1

FOR THE PERIOD FROM INCEPTION (JANUARY 11, 2018) TO FEBRUARY
28, 2018………………………………………………………………………………………………
APPENDIX G – DIONYMED INC. FINANCIAL STATEMENTS G-1

FROM INCEPTION OCTOBER 19, 2017 TO FEBRUARY 28, 2018…………………………
APPENDIX H – HERBAN INDUSTRIES, INC. CONSOLIDATED FINANCIAL H-1
STATEMENTS FOR THE YEARS ENDED FEBRUARY 28, 2018 AND 2017………………
APPENDIX I – PRO FORMA BALANCE SHEET OF ISSUER……………………………….. I-1
APPENDIX J – SIXONINE MD&A FOR THE SIX MONTHS ENDED JUNE 30, 2018…….. J-1
APPENDIX K – SIXONINE MD&A FOR THE YEAR ENDED DECEMBER 31, 2017……... K-1
APPENDIX L – SIXONINE MD&A FOR THE YEAR ENDED DECEMBER 31, 2016……… L-1
APPENDIX M – SIXONINE (FORMERLY HOMELAND ENERGY GROUP LTD.) MD&A M-1

FOR THE YEAR ENDED DECEMBER 31, 2015……………………………………………….
APPENDIX N – DIONYMED MD&A FOR THE PERIOD FROM MARCH 1, 2018 TO JULY N-1
31, 2018………………………………………………………………………………………………
APPENDIX O – DIONYMED MD&A FOR THE PERIOD FROM THE DATE OF O-1
INCORPORATION (JANUARY 11, 2018) TO FEBRUARY 28, 2018………………………..
APPENDIX P – DIONYMED, INC. MD&A FOR THE PERIOD FROM THE DATE OF P-1
INCORPORATION (OCTOBER 19, 2017) TO FEBRUARY 28, 2018………………………..
APPENDIX Q – HERBAN INDUSTRIES, INC. MD&A FOR THE YEARS ENDED Q-1
FEBRUARY 28, 2018 AND 2017…………………………………………………………………
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1. GLOSSARY OF TERMS
Unless otherwise indicated, the following terms used in this Listing Statement and the
Schedules hereto shall have the meanings ascribed to them as set forth below:
“Agency Agreement” has the meaning ascribed to it under the heading “3.1.2
DionyMed”;
“Agents” means, collectively, Canaccord Genuity Corp., as lead agent, Cormark
Securities Inc., and Beacon Securities Limited;
“Amalgamation” means the amalgamation of DionyMed and Sixonine Subco pursuant
to the provisions of the BCBCA and pursuant to which Sixonine acquired all the issued
and outstanding DionyMed Shares, all on the terms and conditions set forth in the
Definitive Agreement;
“Amalco” means the corporation resulting from the Amalgamation and existing under
the BCBCA;
“Amalco Share” means the common shares in the capital of Amalco;
“Arranger” has the meaning ascribed to it under the heading “3.1.2 DionyMed”;
“Awards” has the meaning ascribed to it under the heading “9.2 Equity Incentive Plan”;
“BCBCA” means the Business Corporations Act (British Columbia), as amended,

including all regulations promulgated thereunder;
“Board” means the board of directors of the Resulting Issuer;
“Cascade” has the meaning ascribed to it under the heading “3.1.2 DionyMed”;
“CBCA” means the Canada Business Corporations Act, as amended, including all
regulations promulgated thereunder;
“Certificate of Amalgamation” means the certificate of amalgamation for the
Amalgamation issued by the Director pursuant to Subsection 269 of the BCBCA;
“Closing” means the completion of the Reverse Take-Over;
“Closing Date” means the date of the Closing;
“company” unless specifically indicated otherwise, means a corporation, incorporated
association or organization, body corporate, partnership, trust, association or other entity
other than an individual;
“Compensation Committee” means the compensation committee of the Resulting
Issuer;
“Control Person” means any Person or company that holds or is one of a combination
of Persons or companies that holds a sufficient number of any of the securities of an
issuer so as to affect materially the control of that issuer, or that holds more than 20% of
the outstanding voting securities of an issuer except where there is evidence showing
that the holder of those securities does not materially affect the control of the issuer;
-2-
“CSE” means the Canadian Securities Exchange Inc.;

“Definitive Agreement” means the agreement dated October 2, 2018 between
Sixonine, Sixonine Subco, and DionyMed, relating to the Reverse Take-Over and
includes any subsequent amending agreement or instrument supplementary or auxiliary
thereto;
“DionyMed” means DionyMed Holdings Inc., prior to the Reverse Take-Over;
“DionyMed Board” means the board of directors of DionyMed, prior to the Reverse
Take-Over;
“DionyMed Broker Rights” means the aggregate amount of broker warrants and
advisory warrants granted to Canaccord Genuity Corp. as part of the DionyMed Private
Placement;
“DionyMed Common Share Warrants” means the outstanding DionyMed Common
Share purchase warrants of DionyMed prior to the completion of the Reverse Take-
Over;
“DionyMed Common Shares” means the common shares in the capital of DionyMed,
prior to the Reverse Take-Over;
“DionyMed Common Share Convertible Debentures” means the 14.0% unsecured
common share convertible debentures issued pursuant to the DionyMed Private
Placement, maturing 24 months from June 14, 2018, which are convertible into
DionyMed Common Share Units at the option of the holder following a Liquidity Event at
a conversion price equal to CAD$2.06;
“DionyMed Common Share Units” means the units issued upon conversion of the
DionyMed Common Share Convertible Debentures, with each unit being comprised of
one DionyMed Common Share and one DionyMed Common Share Warrant exercisable
to acquire one DionyMed Common Share at an exercise price of CAD$3.09 for a period
of 24 months from the completion of a Liquidity Event;
“DionyMed Convertible Debentures” means, collectively, the DionyMed Common
Share Convertible Debentures and DionyMed Series A Convertible Debentures;
“DionyMed Inc.” means DionyMed Inc., a wholly-owned subsidiary of DionyMed;
“DionyMed Notes” means the common share and Series A convertible notes issued
pursuant to DionyMed Inc.’s private placement that was completed between November
2017 and January 2018, whereby the DionyMed Notes were convertible into DionyMed
Inc. common shares or DionyMed Inc. Series A preferred shares, ass applicable, at a
conversion price to be determined, had an interest rate of 1.75% per annum, and
matured three years following the issuance date;
“DionyMed Option Plan” means DionyMed’s option plan prior to the completion of the
Reverse Take-Over;
“DionyMed Options” means the outstanding options of DionyMed and rights to acquire
DionyMed Shares prior to the completion of the Reverse Take-Over;
-3-
“DionyMed Private Placement” has the meaning ascribed thereto under the heading
“3.1.2 General Development of the Business – DionyMed”;
“DionyMed Securities” means the DionyMed Shares, DionyMed Options, DionyMed
Convertible Debentures, DionyMed Units, DionyMed Warrants and DionyMed Broker
Rights, collectively;
“DionyMed Series A Convertible Debentures” means the 14.0% unsecured Series A
convertible debentures issued pursuant to the DionyMed Private Placement, maturing 24
months from June 14, 2018, which are convertible into DionyMed Series A Units at the
option of the holder following a Liquidity Event at a conversion price equal to CAD$206;
“DionyMed Series A Shares” means the Series A preferred shares in the capital of
DionyMed, prior to the Reverse Take-Over;
“DionyMed Series A Units” means the units issued upon conversion of the DionyMed
Series A Convertible Debentures, with each unit being comprised of one DionyMed
Series A Shares and one DionyMed Series A Warrant exercisable to acquire one
DionyMed Series A Share at an exercise price of CAD$309 for a period of 24 months
from the completion of a Liquidity Event;
“DionyMed Series A Warrants” means the outstanding DionyMed Series A purchase
warrants of DionyMed and rights to acquire DionyMed Series A Shares prior to the
completion of the Reverse Take-Over;
“DionyMed Series F Shares” means the Series F preferred shares in the capital of
DionyMed, prior to the Reverse Take-Over;
“DionyMed Shares” means, collectively, the DionyMed Common Shares, DionyMed
Series A Shares and DionyMed Series F Shares;
“DionyMed Units” means, collectively, the DionyMed Common Share Units and
DionyMed Series A Units issued on conversion of the DionyMed Convertible
Debentures;
“DionyMed Warrants” means, collectively, the outstanding DionyMed Common Share
Warrants and DionyMed Series A Warrants;
“Early Draw Facility” has the meaning ascribed to it under the heading “3.1.2
DionyMed”;
“Effective Date” means the effective date of the Amalgamation, which shall be the date
of the Certificate of Amalgamation;
“Equity Incentive Plan” has the meaning ascribed thereto under the heading “9.2Equity
Incentive Plan”;
“Escrow Agent” means Odyssey Trust Company;
“Escrowed Funds” has the meaning ascribed to it under the heading “3.1.2 DionyMed”;
“Grenville” means Grenville Strategic Royalty Corp.;
“Herban” has the meaning ascribed to it under the heading “3.1.2 DionyMed”;
-4-
“Herban CA” means Herban Industries CA LLC., a wholly-owned subsidiary of Herban

Industries;
“Herban Industries” means Herban Industries, Inc., a wholly-owned subsidiary of
DionyMed;
“Herban NJ” means Herban Industries NJ LLC, a wholly-owned subsidiary of DionyMed;
“Herban OR” Herban Industries OR LLC, a wholly-owned subsidiary of Herban
Industries;
“IFRS” means International Financial Reporting Standards developed by the
International Accounting Standards Board;
“Initial Royalty Agreement” has the meaning ascribed to it under the heading “3.1.2
DionyMed”;
“Inventory Finance Facility” has the meaning ascribed to it under the heading “3.1.2
DionyMed”;
“ISO” has the meaning ascribed to it under the heading “9.2 Equity Incentive Plan”;
“Licenses” means the licenses of the Resulting Issuer listed in the subsection
“Compliance with Applicable State Laws in the United States” under the heading “4.1
General Business of the Resulting Issuer”;
“Liquidity Event” means the occurrence of any of the following: (a) DionyMed
completing a bona fide public offering of DionyMed Common Shares under a prospectus
filed with securities regulatory authorities in Canada, or under a registration statement
filed with securities regulatory authorities in the United States which results in the
Common Shares being listed on a recognized Canadian stock exchange; or (b) the
consummation of any transaction including, without limitation, any consolidation,
amalgamation, merger, plan of arrangement, reverse take-over, qualifying transaction or
any other business combination or similar transaction which results in the DionyMed
Common Shares (or the common shares of the Resulting Issuer) being listed on a
recognized Canadian stock exchange;
“Listing Statement” means this Listing Statement of the Resulting Issuer including the
Appendices hereto;
“Mandate Letter” has the meaning ascribed to it under the heading “3.1.2 DionyMed”;
“NEX” means the NEX board of the TSX Venture Exchange;
“NQSO” has the meaning ascribed to it under the heading “9.2 Equity Incentive Plan”;
“Options” has the meaning ascribed to it under the heading “9.2 Equity Incentive Plan”;
“Participants” has the meaning ascribed to it under the heading “9.2 Equity Incentive
Plan”;
“Person” means an individual, partnership, unincorporated association, unincorporated
syndicate, unincorporated organization, trust, trustee, executor, administrator or other
legal representative;
-5-
“Personal Information” means any information about an identifiable individual;

“Resulting Issuer” means DionyMed Brands Inc. (i.e. Sixonine) and its subsidiaries
following the Reverse Take-Over (including the Vertical Amalgamation), on a
consolidated basis, and the Name Change), and, in the case of references to matters
undertaken by a predecessor in interest to the Resulting Issuer or its subsidiaries,
includes each such predecessor in interest, unless the context otherwise requires after
giving effect to the Reverse Take-Over;
“Resulting Issuer Broker Warrants” mean the warrants of the Resulting Issuer to
purchase Resulting Issuer Shares issued to brokers in exchange for the DionyMed
Broker Rights and SR Agent Warrants in connection with the Reverse Take-Over;
“Resulting Issuer Convertible Debentures” means collectively, the Resulting Issuer
Series A Multiple/Subordinate Voting Share Debentures and Resulting Issuer
Subordinate Voting Share Debentures;
“Resulting Issuer Options” means the options of the Resulting Issuer following the
completion of the Reverse Take-Over, which were the DionyMed Options prior to the
completion of the Reverse Take-Over, as further described under the heading “10.1.5
Resulting Issuer Options”;
“Resulting Issuer Securities” means, collectively, the Resulting Issuer Shares,
Resulting Issuer Convertible Debentures, Resulting Issuer Broker Warrants, Resulting
Issuer Subordinate Voting Share Warrants, Resulting Issuer Series A
Multiple/Subordinate Voting Share Warrants and Resulting Issuer Options;
“Resulting Issuer Series A Multiple/Subordinate Voting Share Debentures” means
the debentures of the Resulting Issuer following the completion of the Reverse Take-
Over, which were the DionyMed Series A Convertible Debentures prior to the completion
of the Reverse Take-Over;
“Resulting Issuer Series A Multiple/Subordinate Voting Share Units” means the
units issued upon conversion of the Resulting Issuer Series A Multiple/Subordinate
Voting Share Debentures, with each unit being comprised of one Resulting Issuer Series
A Multiple/Subordinate Voting Shares and one Resulting Issuer Series A
Multiple/Subordinate Voting Share Warrant exercisable to acquire one Resulting Issuer
Series A Multiple/Subordinate Voting Share at an exercise price of CAD$309 for a period
of 24 months from the completion of a Liquidity Event;
“Resulting Issuer Series A Multiple/Subordinate Voting Shares” means the Series A
compressed shares in the capital of the Resulting Issuer, as further described under the
heading “10.1.3 Resulting Issuer Series A Multiple/Subordinate Voting Shares”;
“Resulting Issuer Series A Multiple/Subordinate Voting Share Warrants” means the
warrants of the Resulting Issuer to purchase Resulting Issuer Series A
Multiple/Subordinate Voting Shares following completion of the Reverse Take-Over, as
further described under the heading “10.1.7 Resulting Issuer Series A
Multiple/Subordinate Voting Share Warrants”
“Resulting Issuer Series F Multiple Voting Shares” means the Series F compressed
shares in the capital of the Resulting Issuer, as further described under the heading
“10.1.4 Resulting Issuer Series F Multiple Voting Shares”;
-6-
“Resulting Issuer Shares” means, collectively, the Resulting Issuer Subordinate Voting
Shares, Resulting Issuer Series A Multiple/Subordinate Voting Shares and Resulting
Issuer Series F Multiple Voting Shares in the capital of the Resulting Issuer;
“Resulting Issuer Subordinate Voting Share Debentures” means the debentures of
the Resulting Issuer following the completion of the Reverse Take-Over, which were the
DionyMed Common Share Convertible Debentures prior to the completion of the
Reverse Take-Over;
“Resulting Issuer Subordinate Voting Shares” means the common shares in the
capital of the Resulting Issuer, as further described under the heading “10.1.1 Resulting
Issuer Subordinate Voting Shares”;
“Resulting Issuer Subordinate Voting Share Units” means the units issued upon
conversion of the Resulting Issuer Subordinate Voting Share Debentures, with each unit
being comprised of one Resulting Issuer Subordinate Voting Share and one Resulting
Issuer Subordinate Voting Share Warrant exercisable to acquire one Resulting Issuer
Subordinate Voting Share at an exercise price of CAD$3.09 for a period of 24 months
from the completion of a Liquidity Event;
“Resulting Issuer Subordinate Voting Share Warrants” means the warrants of the
Resulting Issuer to purchase Resulting Issuer Subordinate Voting Shares following
completion of the Reverse Take-Over, as further described under the heading “10.1.6
Resulting Issuer Subordinate Voting Share Warrants”
“Resulting Issuer Warrants” means the warrants of the Resulting Issuer following the
completion of the Reverse Take-Over;
“Reverse Take-Over” means the reverse takeover of Sixonine by DionyMed by way of
an amalgamation between Sixonine Subco and DionyMed, as contemplated in the
Definitive Agreement, and including the subsequent Vertical Amalgamation;
“Rise Logistics” has the meaning ascribed to it under the heading “3.1.2 DionyMed”;
“RSU” has the meaning ascribed to it under the heading “9.2 Equity Incentive Plan”;
“SAR” has the meaning ascribed to it under the heading “9.2 Equity Incentive Plan”;
“SEDAR” means the System for Electronic Document Analysis and Retrieval;
“Sixonine” means Sixonine Ventures Corp. and its subsidiaries, on a consolidated
basis, prior to the Reverse Take-Over, on a consolidated basis;
“Sixonine Board” means the board of directors of Sixonine, prior to the Reverse Take-
Over;
“Sixonine Shares” mean the common shares in the capital of Sixonine, prior to the
Reverse Take-Over;
“Sixonine Subco” means 1180820 B.C. Ltd., a wholly-owned subsidiary of Sixonine
prior to the Reverse Take-Over;
“Sixonine Subco Share” means common shares in the capital of Sixonine Subco;
-7-
“SR Agent Warrants” means the broker warrants and advisory warrants issued to the
Agents in connection with the SR Offering;
“SR Offering” has the meaning ascribed to it under the heading “3.1.2 DionyMed”;
“SR Offering Price” has the meaning ascribed to it under the heading “3.1.2 DionyMed”;
“Subscription Receipt” means the subscription receipts of DionyMed issued in
connection with the SR Offering;
“Term Loan” has the meaning ascribed to it under the heading “3.1.2 DionyMed”;
“Transfer Agent” or “Trustee” means Odyssey Trust Company, a trust company
existing under the laws of the Province of Alberta;
“TSXV” means the TSX Venture Exchange;
“United States” or “U.S.” means the United States of America, its territories and
possessions, any State of the United States and the District of Columbia;
“Vertical Amalgamation” means the vertical amalgamation of the Resulting Issuer and
Amalco in connection with the completion of the Reverse Take-Over; and
“Winberry Farms” has the meaning ascribed to it under the heading “3.1.2 DionyMed”.
Words importing the singular, where the context requires, include the plural and vice versa and
words importing any gender include all genders.
Unless otherwise specified, all dollar amounts in this Listing Statement and the Schedules,
including the symbol “$”, are expressed in U.S. dollars.
-8-
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Listing Statement includes “forward-looking information” and “forward-looking
statements” within the meaning of Canadian securities laws and United States securities laws.
All information, other than statements of historical facts, included in this Listing Statement that
address activities, events or developments that the Resulting Issuer expects or anticipates will
or may occur in the future is forward-looking information. Forward-looking information is often
identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”,
“believe”, “estimate”, “expect” or similar expressions and includes, among others, information
regarding: expectations for the effects of the Reverse Take-over; the potential benefits of the
Reverse Take-Over; the Resulting Issuer’s ability to obtain licenses; statements relating to the
business and future activities of, and developments related to, the Resulting Issuer after the
date of this Listing Statement, including such things as future business strategy, competitive
strengths, goals, expansion and growth of the Resulting Issuer’s business, operations and
plans, including new revenue streams, the completion of contemplated acquisitions by the
Resulting Issuer, roll out of new dispensaries, the implementation by the Resulting Issuer of
direct-to-consumer delivery services and in-store pickup, implementation of a research and
development division, the application for additional licenses and the grant of licenses that have
been applied for, the expansion of existing cultivation and production facilities, the completion of
cultivation and production facilities that are under construction, the construction of additional
cultivation and production facilities, the expansion into additional states and international
markets, any potential future legalization of adult-use and/or medical marijuana under U.S.
federal law; expectations of market size and growth in the United States and the states in which
the Resulting Issuer operates; expectations for other economic, business, regulatory and/or
competitive factors related to the Resulting Issuer or the cannabis industry generally; and other
events or conditions that may occur in the future.
Readers are cautioned that forward-looking information and statements are not based
on historical facts but instead are based on reasonable assumptions and estimates of
management of the Resulting Issuer at the time they were provided or made and involve known
and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Resulting Issuer, as applicable, to be materially different
from any future results, performance or achievements expressed or implied by such forward-
looking information and statements. Such factors include, among others: risks relating to
founder voting control; risks relating to the fact that marijuana remains illegal under U.S. federal
law; risks relating to the federal regulation of marijuana in the United States; risks associated
with traveling across borders for the Resulting Issuers management team and employees; risks
relating to the regulatory uncertainty in states in the United States; risks relating to the fact that
the Resulting Issuer’s business is dependent on laws pertaining to the cannabis industry, and
further legislative development is not guaranteed; risks related to operating in a young industry;
risks relating to the fact that the legality of cannabis could be reversed in one or more of the
states that the Resulting Issuer operates in; risks related to the strong opposition that the
cannabis industry faces; risks relating to the heighted scrutiny by Canadian regulatory
authorities; risks relating to restricted access to banking; risks relating to regulatory scrutiny of
the Resulting Issuer's interests in the United States; risks based on the fact that the Resulting
Issuer’s management team or other owners could be disqualified from ownership in the
Resulting Issuer; risks relating to constraints on marketing products; risks relating to
unfavourable tax treatment of cannabis businesses; risks relating to civil asset forfeiture; risks of
RICO prosecution or civil liability; risks relating to proceeds of crime statues; risks relating to the
United States tax classification of the Resulting Issuer; security risks for the Resulting Issuer’s
-9-
assets; risks relating to limited trademark protections available; risks relating to the fact that the
Resulting Issuer may be exposed to infringement or misappropriation claims by third parties,
which, if determined adversely to the Resulting Issuer, could subject the Resulting Issuer to
significant liabilities and other costs; risks relating to currency fluctuations; risks relating to the
lack of access to U.S. bankruptcy protections; risks relating to potential FDA regulation; risks
related to the legality of contracts entered into by the Resulting Issuer; risks relating to
unfavourable publicity or consumer perception; risks relating to unpredictability caused by
anticipated capital structure and voting control; risks relating to the Resulting Issuer being a
holding company; risks relating to the possibility that sales of substantial amounts of Resulting
Issuer Shares may have an adverse effect on the market price of the Resulting Issuer Shares;
risks relating to the volatile market price for the Resulting Issuer Shares; liquidity risks; risks
relating to increased costs as a result of being a public company; risks relating to future
acquisitions or dispositions; risks relating to the Resulting Issuer’s products; risks relating to
information technology systems and cyberattacks; risks inherent in an agriculture business;
risks relating to energy costs; unknown environmental risks; risks related to the reliance on
management; insurance and uninsured risks; risks relating to operating in an emerging industry;
risks related to the possible shrinkage or lack of growth in the Resulting Issuer’s industry; risks
relating to the dependence on key inputs, suppliers and skilled labour; risks based on the
Resulting Issuer’s dependence on the acquisition and retention of various licenses; risks relating
to the difficulty with forecasting; risks related to the management of growth; risks related to
internal controls; litigation risks; risks related to product liability; product recall risks; risks
relating to the results of future clinical research; competition risks; risks associated with a newly
established legal regime; general economic risks; as well as those risk factors discussed in
Section 17 of this Listing Statement below. Although the Resulting Issuer has attempted to
identify important factors that could cause actual results to differ materially, there may be other
factors that cause results not to be as anticipated, estimated or intended. There can be no
assurance that such forward-looking information and statements will prove to be accurate as
actual results and future events could differ materially from those anticipated in such information
and statements. Accordingly, readers should not place undue reliance on forward-looking
information and statements. Forward-looking information and statements are provided and
made as of the date of this Listing Statement and the Resulting Issuer does not undertake any
obligation to revise or update any forward-looking information or statements other than as
required by applicable law.
With respect to certain material forward-looking information in this Listing Statement, the
Resulting Issuer notes the following:
(i) The timing of the rollout of direct to consumer delivery assumes that the Resulting
Issuer obtains appropriate licences during 2018, that the Resulting Issuer is able to hire and
retain sufficient staff to operate a delivery service and that capital costs associated with such
roll-out do not increase materially beyond that budgeted. If the Resulting Issuer is unable to
obtain the appropriate licenses, hire and retain sufficient staff to operate a delivery service, or if
capital costs associated with such roll-out increase materially, the timing of direct to consumer
delivery could be delayed into 2019 or longer, or could be cancelled.
(ii) The timing of the introduction of new products assumes that the Resulting Issuer’s
supply chain is operating, that new product and brands have sufficient consumer appeal to be
stocked by third party retailers, that the Resulting Issuer’s manufacturing and packaging
operations do not face any input constraints and that products can be produced in an efficient
and scalable manner. If the Resulting Issuer is faced with operational issues with its facilities,
the Resulting Issuer may not be able to supply product for sale under its new brands until such
- 10 -
issues are corrected. In addition, costs could increase and new product introductions could be
delayed or cancelled.
2. CORPORATE STRUCTURE
2.1 Corporate Name
The full corporate name of the Resulting Issuer is “DionyMed Brands Inc.” (referred to herein as
“we,” “our,” and similar terms). The head office of the Resulting Issuer is located at 885 W
Georgia Street, Suite #2200, Vancouver, British Columbia, and the registered office of the
Resulting Issuer is located at 885 W Georgia Street, Suite #2200, Vancouver, British Columbia.
2.2 Incorporation
The Resulting Issuer was incorporated under the CBCA as “Chrysalis Capital IV Corporation”,
on October 12, 2006. On February 29, 2008, the Resulting Issuer changed its name to
“Homeland Energy Group Ltd.”, and subsequently on March 22, 2017, the Resulting Issuer was
continued into British Columbia under the BCBCA and changed its name to “Sixonine Ventures
Corp.” On November 27, 2018, the Resulting Issuer completed the Reverse Take-Over. In
connection with the Reverse Take-Over, the Resulting Issuer changed its name to “DionyMed
Brands Inc.” Upon completion of the Reverse Take-Over, the year end of the Resulting Issuer
became July, 31.
2.3 Inter-corporate Relationships
Set forth below is the organization chart of the Resulting Issuer. The material subsidiaries of
DionyMed were not changed in connection with the Business Combination.
The Resulting Issuer currently owns 100%, directly and/or indirectly, of the issued and
outstanding shares of four active and operating subsidiaries: (i) Herban Industries; (ii) Herban
CA; (iii) Herban OR; and (iv) Herban NJ. DionyMed Inc. does not carry on any business.
Herban Industries was formed by a certificate of incorporation as a stock corporation under the
laws of the State of Delaware on February 28, 2016, with its head office located at 1999 S
Bascom Ave, Campbell, CA, 95008, and its registered office located at 2711 Centerville Road,
Suite 400, Wilington, New Castle, DE, 19808. Herban Industries is a wholly-owned subsidiary of
the Resulting Issuer.
Herban CA was formed by articles of organization as a limited liability company under the laws
of the State of California on October 10, 2017, with its registered office located at 360 Grand
Ave. #396, Oakland, CA 94610. Herban CA is a wholly-owned subsidiary of Herban Industries.
Herban OR was formed by articles of organization as a domestic limited liability company under
the laws of the State of Oregon on October 31, 2017, with its registered office located at 280
SW Moonridge PL, Portland, OR 97225. Herban OR is a wholly-owned subsidiary of Herban
Industries.
Herban NJ was formed by articles of organization as a domestic limited liability company under
the laws of the State of New Jersey on July 24, 2018, with its registered office located at 1100
Valley Brook Ave, Lyndhurst, NJ, 07071. Herban NJ is a wholly-owned subsidiary of Herban
Industries.
- 11 -
DionyMed
Brands Inc. Parent
Herban
Industries, Inc. 100%
Herban Herban Herban

Industries CA LLC Industries OR LLC Industries NJ LLC
100% 100% 100%
2.4 Summary of the Reverse Take

Take-Over
A summary of the Reverse Take-Over
Over is set out in “General Development of the Business –
Reverse Take-Over”.
2.5 Non-Corporate Resulting
ulting Issuer
Issuers and Resulting Issuers
s Outside of Canada
This is not applicable to the Resulting Issuer
Issuer.
3. GENERAL DEVELOPMENT OF THE BUSINESS
3.1 General Development
3.1.1 Sixonine
Sixonine was a reporting issuer and its common shares were listed for trading on the TSX
TS
Venture Exchange under the symbol SNX.H. Sixonine was originally incorporated under the
CBCA on October 12, 2006, and on March 22, 2017 was continued into British Columbia under
the BCBCA,, and changed its name from Homeland Energy Group Ltd. to Sixonine Ventures
Corp.
Sixonine’s primary operation was the identification and evaluation of a new business opportunity
for the purpose of acquiring a business, and carrying forward as the business of the acquired
entity.
- 12 -
Financing Activities
Share Consolidation
On March 22, 2017, Sixonine completed a consolidation of the Sixonine Shares on a 75 for 1
basis, and on September 20, 2017, Sixonine completed a further consolidation of the Sixonine
Shares on 2 for 1 basis.
Credit Facility
On April 7, 2017, Sixonine entered into a credit facility with an arm’s length lender for up to
$250,000. In consideration of the granting of the credit facility, Sixonine issued 240,000
Sixonine Shares to the lender. The credit facility was repaid in full by December 31, 2017.
Private Placement
On December 4, 2017, Sixonine completed a non-brokered private placement of 1,944,444
Sixonine Shares for proceeds of $350,000.
Subsequent Events to Financial Reporting Period Ending June 30, 2018
Private Placement
On July 11, 2018, Sixonine closed the non-brokered private placement of 1,700,000 units at a
price of $0.15 per unit. Each unit consists of one Sixonine Share and one Sixonine Warrant,
where each Sixonine Warrant entitles the holder to acquire an additional Sixonine Share at a
price of $0.20, until July 11, 2019.
3.1.2 DionyMed
DionyMed was incorporated on January 11, 2018 under the CBCA, and continued into the
Province of British Columbia immediately before Closing. DionyMed is a multi-state, vertically
integrated operating platform that designs, develops, markets and sells a portfolio of branded
cannabis products. DionyMed also provides distribution, logistics and value-added
manufacturing services on behalf of cannabis cultivators, distributors, processors and retailers.
DionyMed’s operations are currently located in California and Oregon.
DionyMed’s long-term focus is on building and supporting a global, diversified portfolio of

branded cannabis consumer products sold online, delivered direct-to-consumer and via retail
dispensaries.
DionyMed generates revenue from:
● the sale of wholly-owned branded products online and through retail dispensaries;
● manufacturing and processing branded cannabis products for delivery to retail

dispensaries and direct-to-consumers; and
● wholesale distribution and logistics management on behalf of cultivators, manufacturers

and third-party brands.
- 13 -
DionyMed’s operating platform provides accounting, capital markets, compliance, human

resources, licensing, marketing, technology and regulatory support for its operating entities.
Acquisitions and Investments
Since the formation of DionyMed in early 2018, DionyMed has made five acquisitions and one
investment:
Acquisition of DionyMed, Inc.
Effective February 28, 2018, DionyMed completed the acquisition of all issued and outstanding
equity interests of DionyMed, Inc. through a share exchange and contribution arrangement.
Under the acquisition method of accounting, DionyMed was identified as the acquirer. Pursuant
to the share exchange and contribution agreement, 116,666 DionyMed Common Shares and 2
DionyMed Series F Shares were issued by DionyMed to DionyMed Inc.’s shareholders in
exchange for DionyMed, Inc.’s 116,666 common shares and 6,598 series F convertible
preferred shares.
DionyMed valued the 116,666 DionyMed Common Shares at CAD$1 per DionyMed Common
Share, which was consistent with the valuation of the underlying DionyMed Common Shares in
the DionyMed Notes issued between November, 2017, and January, 2018, to unrelated third
party investors. DionyMed valued the 2 DionyMed Series F Shares at CAD$5,000 per
DionyMed Series F Share, which was consistent with the conversion of every 1 DionyMed
Series F Share into 5,000 DionyMed Common Shares. The total purchase price consideration
for the acquisition of DionyMed Inc. was CAD$126,666 ($98,888). This was a common control
transaction.
DionyMed used a third-party valuation company to value the acquisition of DionyMed Inc.
Acquisition of Herban Industries, Inc. and its Subsidiaries
Effective February 28, 2018, DionyMed completed the acquisition of all issued and outstanding
equity interests of Herban Industries, Inc. and its subsidiaries (“Herban”) through a share
exchange and contribution arrangement. Under the acquisition method of accounting, DionyMed
was identified as the acquirer. Pursuant to the share exchange and contribution agreement,
6,596 DionyMed Series F Shares were issued by DionyMed to Herban’s shareholders in
exchange of Herban’s 30,000,000 common shares.
DionyMed valued each DionyMed Series F Share at CAD$5,000, which was consistent with the
conversion of every 1 DionyMed Series F Share into 5,000 DionyMed Common Shares, with a
valuation of CAD$1 per DionyMed Common Share. The valuation of the DionyMed Common
Shares was consistent with the valuation of the underlying DionyMed Common Shares in the
DionyMed Notes issued between November, 2017, and January, 2018, to unrelated third party
investors. The total purchase price consideration for the acquisition of Herban was
CAD$32,980,000 ($25,747,522). This was a common control transaction.
DionyMed used a third-party valuation company to value the acquisition of Herban.

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Acquisition of Certain Assets of Rise Brands, Inc. dba Rise Logistics
On June 14, 2018, DionyMed through its Herban CA subsidiary, acquired certain assets of Rise
Brands, Inc. dba Rise Logistics (“Rise Logistics”). The assets include licenses in the State of
California for the distribution of adult-use and medical cannabis and provides processing, co-
packing and wholesale distribution services for products for-sale online and via retail
dispensaries throughout California. In addition, DionyMed acquired proprietary software
solutions to support logistics management, compliance and reporting services to cannabis
brands, cultivators and manufacturers. DionyMed carries on the business acquired under the
name “Rise Logistics”.
For the three months beginning May 1, 2018 through July 31, 2018, Rise Logistics sold
$1,770,092 (unaudited) in gross sales. Beginning June 15, 2018, the financial results have been
included in DionyMed’s audited financials, including for the stub period beginning March 1, 2018
and ending July 31, 2018.
The transaction was completed for a total purchase price of $8,000,000, plus a $4,000,000 earn
out, which will be paid subject to the Rise Logistics business achieving certain performance
metrics.
Acquisition of Certain Assets of JDK Holdings, LLC dba Winberry Farms
On August 31, 2018, DionyMed through its Herban OR subsidiary, acquired certain assets of
JDK Holdings, LLC dba Winberry Farms (“Winberry Farms”). Winberry Farms is an award-
winning concentrates and vape cartridge brand. The assets acquired include the Winberry
Farms trademarks and licenses in the State of Oregon for the cultivation, distribution and
manufacturing of adult-use cannabis products. DionyMed carries on the business acquired
under the name “Winberry Farms”.
Through 2018, Winberry Farms has sold product to more than 370 of the 562 dispensaries in
Oregon. Winberry Farms continues to introduce additional product lines with an expanded
offering including medical-cannabis focused gel caps, lotions and CBD-centric offerings.
DionyMed plans to distribute Winberry Farms products throughout California and new markets
via Rise Logistics. See “Business Objective and Milestones” in Section 4.
For the three months ended July 31, 2018, Winberry Farms had $1,689,575 (unaudited) in
revenue. No financial results from Winberry Farms have been included in DionyMed’s audited
financials for the audited period ending July 31, 2018.
The transaction was completed for a total purchase price of $7,500,000, and a $4,000,000 earn-
out, which will be paid subject to Winberry Farms achieving certain performance metrics.
Subsequent Events to Financial Reporting Period Ending July 31, 2018
HomeTown Heart
On October 1, 2018, DionyMed, through its subsidiary, Herban CA, invested, $1,500,000 in
cash and 410,000 in DionyMed shares in exchange for a $2,000,000 convertible preferred note
and a call option from HomeTown Heart (“HomeTown”), a California corporation.
- 15 -
HomeTown is a pioneering “Direct-to-Consumer” non-retail storefront delivery dispensary that

has completed more than 800,000 orders since inception on behalf of online and mobile
ordering platforms. HomeTown completes over 1,500 deliveries each day in the San Francisco
Bay Area. HomeTown will provide delivery fulfillment services on behalf of DionyMed.
The convertible preferred note bears a 15% interest rate. DionyMed committed to make an
additional loan of $500,000 bearing interest of 15% at HomeTown’s election (“Additional
Loan”). The call option, exercisable on or before December 31, 2020, gives DionyMed the right,
but not the obligation, to purchase the outstanding shares of HomeTown for $6,000,0000 plus a
$12,000,000 earn-out, which will be paid subject to HomeTown achieving certain performance
metrics. When DionyMed exercises this call option, the principal, accrued interest and unpaid
interest of the $2,000,000 convertible preferred note will be credited against the earn-out
payments of $12,000,000. If the Additional Loan is made it will be credited against the initial
payment of $6,000,000.
For the year to date through July 31, 2018, HomeTown had $16,414,386 (unaudited) in revenue
and generated $6,870,408 (unaudited) in revenue for the three months ending July 31, 2018.
Cascade Distribution
On October 1, 2018, DionyMed through its Herban OR subsidiary acquired certain assets of
Cascade Cannabis Distribution, Inc. (“Cascade”), including a recreational wholesale license in
the State of Oregon for the distribution of adult-use cannabis and provides processing,
packaging and distribution services in Oregon. For the three months beginning May 1, 2018
through July 31, 2018, Cascade earned $437,171 (unaudited) in revenue.
DionyMed operates the business under the Rise Logistics name in Oregon. The business
provides distribution and logistics management services to cannabis brands, cultivators and
manufacturers, including Winberry Farms and other DionyMed brands.
The transaction was completed for a total purchase price of $150,000, including $100,000 in
cash and common shares valued at $50,000, and a $100,000 earn-out, which will be paid
subject to the business achieving certain performance metrics.
Pipeline Transactions
DionyMed expects to execute one or two acquisitions per quarter for the foreseeable future,
based on its strategic priority list: license acquisition, manufacturing capacity and customer
acquisition acceleration.
On August 31, 2018, DionyMed submitted an application for a license to grow, process and
retail cannabis products in the State of New Jersey. The results are expected to be released by
the State of New Jersey in November 2018.
On September 27, 2018, the Company signed a binding term sheet to acquire the business and
assets of Red Rock Recreational LLC for $62,500, which includes a distribution license in the
State of Nevada. The acquisition is expected to close by December 2018. The distribution
license will allow DionyMed to launch Rise Logistics and begin marketing and selling its brands
in Nevada. DionyMed expects to apply for or acquire additional license types in the State of
Nevada, including cultivation, processing and retail licenses in 2019.
- 16 -
DionyMed will continue to pursue both license acquisitions and operating businesses focused
on adding new capabilities to the operating platform, as well as identify emerging brands and
products to distribute through DionyMed’s dispensary and direct-to-consumer relationships.
DionyMed is actively pursuing direct licensing applications and additional acquisition
opportunities in its existing markets and additional key markets such as Illinois, Massachusetts,
Florida, Pennsylvania, New Jersey, New York, Ohio, Michigan and Washington.
DionyMed, Inc. Notes
Between November 2017, and January 2018, DionyMed, Inc. completed a non-brokered
financing of DionyMed Notes for aggregate gross proceeds of CAD$4,107,011. The DionyMed
Notes were issued at a price of CAD$1,000 per DionyMed Note, were convertible into
DionyMed, Inc. common shares for non-US purchasers, or DionyMed, Inc. series A preferred
shares at a conversion price of CAD$1.00 per DionyMed, Inc. common share and CAD$100 per
DionyMed, Inc. series A preferred share, as applicable, bore interest at a rate of 1.75% per
annum, and were to mature three years following the issuance date.
On February 28, 2018, DionyMed entered into a share contribution and exchange agreement
with each of the shareholders of DionyMed Inc. and each of the shareholders of Herban
Industries, whereby each share in the capital stock of DionyMed, Inc. and each share in the
capital stock of Herban Industries was exchanged for shares of DionyMed. In connection with
the share contribution and exchange agreement, DionyMed, Inc. assigned all its rights and
obligations under the DionyMed Notes to DionyMed Holdings Inc. pursuant to an agreement for
the assignment and assumption of notes.
DionyMed Common Share Placement
On March 2, 2018, DionyMed entered into a private placement financing of DionyMed Common
Shares to non-US investors, and DionyMed Series A Preferred Shares to United States
investors, at an issue price of CAD$1.00 per DionyMed Common Shares or CAD$100 per
DionyMed Series A Preferred Shares, for gross proceeds of CAD$1,897,498. Upon the
completion of the March 2, 2018, private placement, the DionyMed Notes automatically
converted into DionyMed Common Shares and DionyMed Series A Preferred Shares, as
applicable.
Grenville Royalty Agreements
On April 4, 2018, DionyMed entered into a royalty purchase agreement with Grenville, whereby
Grenville provided DionyMed with CAD$1,000,000 in growth capital, in exchange for DionyMed
Common Share Warrants to purchase up to 100,000 DionyMed Common Shares at a strike
price of CAD$1.50 per DionyMed Common Share, for a period of five years following the
issuance date of the DionyMed Common Share Warrants, as well as a perpetual monthly
royalty payment, pro-rated for any partial month, equal to the greater of: (i) CAD$20,833; and (ii)
an amount equal to 2.0% of revenue of DionyMed and its subsidiaries during each calendar
month (the “Initial Royalty Agreement”). Grenville has the right to receive additional DionyMed
Common Share Warrants, with each additional investment made by Grenville, up to a maximum
of 100,000 additional DionyMed Common Share Warrants, exercisable for a period of five years
following the date of issuance.
- 17 -
On May 25, 2018, DionyMed entered into an amended and restated royalty agreement in
supersession and replacement of the Initial Royalty Agreement, with Darwin Strategic Royalty
Fund, L.P., Grenville and Royco LLC pursuant to which DionyMed received an additional
CAD$900,000. Under the amended and restated royalty agreement, the royalties payable by
DionyMed increased to be equal to the greater of: (i) CAD$39,583.33; and (ii) an amount equal
to 3.8% of revenue of DionyMed and its subsidiaries during each calendar month.
DionyMed has a buy-out option that can extinguish all amounts owing without any penalties.
The buyout payment requires at least two times the initial investment from Grenville, which will
be in total of CAD$3,800,000.
DionyMed Convertible Debenture Private Placement
On June 14, 2018, DionyMed closed the first tranche of a non-brokered private placement (the
“DionyMed Private Placement”) of 3,040 DionyMed Common Share Convertible Debentures
and 350 DionyMed Series A Convertible Debentures at a price of CAD$1,000 per DionyMed
Convertible Debenture, for gross proceeds of CAD$3,390,000.
On June 15, 2018 DionyMed closed the second tranche of the non-brokered private placement
by issuing 5,600 DionyMed Common Share Convertible Debentures at a price of CAD$1,000
per DionyMed Common Share Convertible Debenture for gross proceeds of CAD$5,600,000.
On July 10, 2018, DionyMed closed the third tranche of the non-brokered private placement by
issuing 2,920 DionyMed Common Share Convertible Debentures and 660 DionyMed Series A
Convertible Debentures at a price of CAD$1,000 per DionyMed Convertible Debenture for gross
proceeds of CAD$3,580,000.
On August 28, 2018, DionyMed closed the fourth tranche of the non-brokered private placement
by issuing 1,680 DionyMed Common Share Convertible Debentures and 3,930 DionyMed
Series A Convertible Debentures at a price of CAD$1,000 per DionyMed Convertible Debenture
for gross proceeds of CAD$5,610,000. The combined gross proceeds of the four tranches of the
financing was approximately CAD$18,180,000.
In connection with the DionyMed Private Placement, DionyMed issued Canaccord Genuity
Corp. 239,660 broker warrants and 188,253 advisory warrants, for an aggregate amount of
427,913 DionyMed Broker Rights, each exercisable at a price of CAD$2.06 until the date which
is 24 months from the completion of a Liquidity Event into one DionyMed Common Share and
one DionyMed Common Share Warrant. Each DionyMed Common Share Warrant partially
comprising the unit underlying each DionyMed Broker Right can be exercisable into one
DionyMed Common Share at a price of CAD$3.09 until the date which is 24 months from the
completion of a Liquidity Event.
DionyMed Term Loan
On September 24, 2018, DionyMed entered into a term loan agreement with certain lenders in
the aggregate principal amount of $4,000,000 (the “Term Loan”). The Term Loan matures on
the first to occur of: (i) an event of default which has not been cured or waived, (ii) thirty (30)
business days after DionyMed is publicly listed and tradable on a recognized securities
exchange and (iii) September 24, 2019, when the principal amount of the Term Loan, the
- 18 -
unpaid interest thereon, and all other obligations relating to the Term Loan and the loan
documents shall be immediately due and payable. The Term Loan includes a repayment
premium equal to $2,000,000 payable in DionyMed Common Shares (or the Resulting Issuer
Subordinate Voting Shares after the Listing Event) with the number of DionyMed Common
Shares calculated as $2,000,000 divided by the price per share at the listing event. The
principal amount outstanding under the Term Loan accrues interest at a fixed rate per annum
equal to nine and a half percent (9.5%), which interest shall be payable semi-annually in arrears
on the last day of March and September of each year, with the first payment commencing on
March 31, 2019. Interest shall be computed on the basis of a 360-day year for the actual
number of days elapsed. Notwithstanding the foregoing, if the Term Loan matures due to the
listing event prior to March 31, 2019, then no interest will be payable and only the principal of
the Term Loan and the repayment premium will be due and payable.
DionyMed Subscription Receipt Private Placement
On November 1, 2018, pursuant to an agency agreement (the “Agency Agreement”) between

DionyMed, Sixonine and Canaccord Genuity Corp, Cormark Securities Inc. and Beacon
Securities Inc. (the “Agents”), DionyMed completed a private placement (the “SR Offering”) of
8,115,297 Subscription Receipts (the “Subscription Receipts”) at a price of CAD$4.25 per
Subscription Receipt (the “SR Offering Price”) for aggregate gross proceeds of approximately
CAD$34,490,012.
Each Subscription Receipt automatically converted into one DionyMed Common Share and one
DionyMed Common Share Warrant immediately prior to and in connection with the completion
of the Business Combination, without payment of additional consideration or further action on
the part of the holder. Each DionyMed Common Share Warrant issued upon conversion of the
Subscription Receipts can be exercised for one DionyMed Common Share at a price of
CAD$6.37 per DionyMed Common Share for a period of 24 months from the date the Escrow
Release Conditions (as defined in the Agency Agreement) are satisfied.
A total of CAD$32,545,346, being the gross proceeds of the SR Offering, less 50% of Agents’
commission and all of the expenses of the Agents incurred in connection with the SR Offering
(the “Escrowed Funds”), were held in escrow by the Escrow Agent pending the closing of the
Business Combination. As well, a portion of the gross proceeds of the SR Offering were paid
through the settlement of debt owed by the Resulting Issuer to two subscribers.
On November 27, 2018, in connection with the completion of the Business Combination, the
Escrowed Funds were released from escrow by the Escrow Agent as follows: (a)
CAD$1,444,164 to the Agents, being an amount equal to 50% of the Agents’ commission; and
(b) CAD$31,101,182 to DionyMed, being an amount equal to the Escrowed Funds, less the
foregoing deductions and the fees payable to the Escrow Agent. Factoring in all commissions
and fees paid to the Agents the net proceeds of the SR Offering were CAD$31,790,123.
In connection with the SR Offering, DionyMed paid a cash fee to the Agents equal to 7% the
gross proceeds of the SR Offering sourced by Agents and a cash fee to the Agents equal to 3%
for gross proceeds of the SR Offering sourced by DionyMed in accordance with the terms and
conditions of the Agency Agreement. As well, DionyMed granted the Agents an aggregate of
493,188 SR Agent Warrants to acquire a DionyMed unit, with each DionyMed unit consisting of
one DionyMed Common Share and one DionyMed Common Share Warrant, at an exercise
price equal to CAD$4.25 for a period of 24 months from the date the Escrow Release
- 19 -
Conditions (as defined in the Agency Agreement) are satisfied. Each DionyMed Common Share
Warrant included in the SR Agent Warrants can be exercised for one DionyMed Common Share
at a price of CAD$6.37 per DionyMed Common Share for a period of 24 months from the date
the Escrow Release Conditions (as defined in the Agency Agreement) are satisfied.
DionyMed Inventory Finance Facility
On November 12, 2018, DionyMed entered into a mandate letter (the “Mandate Letter”) with a
boutique investment manager that manages natural resources credit funds ( the “Arranger”) to
arrange for a group of lender(s) to provide a hybrid asset-based facility (the “Inventory Finance
Facility”) of up to US$40,000,000 to provide working capital funding for DionyMed or the
Resulting Issuer, including a US$3,000,000 early draw facility (the “Early Draw Facility”). On
closing of the Reverse Take-Over, the Mandate Letter and the Early Draw Facility became
binding on the DionyMed and the Resulting Issuer.
The Mandate Letter does not constitute a committed offer of finance, but rather a best efforts
offer to arrange the Inventory Finance Facility. The provision by the lender(s) of the Inventory
Finance Facility is subject to receipt of results satisfactory to the Arranger following completion
of technical and legal due diligence, negotiation and execution of definitive agreements for the
Inventory Finance Facility and satisfaction of the conditions precedent to be set out in those
definitive agreements.
The Early Draw Facility is secured by a general security agreement over the assets of
DionyMed in favour of certain credit funds managed by the Arranger, bears interest at a rate of
10.4% per annum and matures on February 12, 2020. Under the Early Draw Facility, the
Resulting Issuer must make at least one drawdown under the Inventory Finance Facility by no
later than December 15, 2018 (or such later date as the Arranger may agree to in writing). The
Resulting Issuer must also issue 27,795 Resulting Issuer Subordinate Voting Shares and
744,000 Resulting Issuer Warrants with an exercise price of CAD$5.31 expiring three years
from the date of issue on or before December 5, 2018 (or such later date as the Arranger may
agree to in writing) or pay a fee to the Arranger. Neither the Resulting Issuer nor its subsidiaries
may dispose of any asset, incur any indebtedness or create or permit any security over its
assets other than as permitted by the Early Draw Facility.
3.2 Reverse Take-Over

In mid-2018, representatives of Sixonine and DionyMed discussed the merits of a potential
business combination. Recognizing the potential benefit such a transaction would bring to their
respective shareholders, DionyMed and Sixonine entered into a letter of intent dated August 23,
2018, and subsequently, on October 2, 2018, Sixonine, Sixonine Subco and DionyMed entered
into the Definitive Agreement.
Under the Definitive Agreement, a copy of which is available on Sixonine’s profile on SEDAR at
www.sedar.com, the Resulting Issuer agreed to combine its business with DionyMed via the
amalgamation of Sixonine Subco and DionyMed, as set out below:
(a) DionyMed completed the Amalgamation with Sixonine Subco, forming Amalco;
(b) holders of DionyMed Common Shares, DionyMed Series A Shares and DionyMed
Series F Shares received one fully paid and non-assessable Resulting Issuer
Subordinate Voting Share, Resulting Issuer Series A Multiple/Subordinate Voting Share
- 20 -
or Resulting Issuer Series F Multiple Voting Share, respectively, for each DionyMed
Common Share, DionyMed Series A Share or DionyMed Series F Share held, following
which all such DionyMed Shares were cancelled;
(c) each DionyMed Option was adjusted to reflect the Amalgamation such that upon the
exercise of each DionyMed Option in accordance with its terms the holder shall receive
one Resulting Issuer Subordinate Voting Share at the current exercise price of such
DionyMed Option, in lieu of the number of DionyMed securities otherwise issuable upon
such exercise;
(d) each DionyMed Warrant was adjusted to reflect the Amalgamation such that upon the
exercise of each DionyMed Warrant in accordance with its terms the holder shall receive
one Resulting Issuer Subordinate Voting Share at the current exercise price of such
DionyMed Warrant, in lieu of the number of DionyMed securities otherwise issuable
upon such exercise;
(e) each DionyMed Common Share Convertible Debenture was adjusted to reflect the
Amalgamation such that upon the exercise of each DionyMed Common Share
Convertible Debenture in accordance with its terms the holder shall receive Resulting
Issuer Subordinate Voting Shares and Resulting Issuer Subordinate Voting Share
Warrants, in lieu of the number of DionyMed securities otherwise issuable upon such
exercise;
(f) each DionyMed Series A Convertible Debenture was adjusted to reflect the
Amalgamation such that upon the exercise of each DionyMed Series A Convertible
Debenture in accordance with its terms the holder shall receive Resulting Issuer Series
A Multiple/Subordinate Voting Shares and Resulting Issuer Series A
Multiple/Subordinate Voting Share Warrants, in lieu of the number of DionyMed
securities otherwise issuable upon such exercise;
(g) the Resulting Issuer received one fully paid and non-assessable Amalco Share for each
one Sixonine Subco Share held by the Resulting Issuer, following which all such
Sixonine Subco Shares were cancelled;
(h) the issued and outstanding warrants of Sixonine remained outstanding;
(i) in consideration of the issuance of Resulting Issuer Shares described in (b), Amalco
issued to the Resulting Issuer one Amalco Share for each Resulting Issuer Share issued
(the Resulting Issuer and Amalco made accompanying additions to their respective
stated capital and aggregate paid-up capital accounts for the purposes of the Income
Tax Act (Canada));
(j) Amalco became a wholly-owned subsidiary of the Resulting Issuer; and
(k) Amalco and the Resulting Issuer completed the Vertical Amalgamation, with the
Resulting Issuer being the remaining entity.
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Upon the completion of the Reverse Take-Over in accordance with the terms of Definitive
Agreement:
(a) 12,085,007 DionyMed Common Shares were exchanged for 12,085,007 Resulting
Issuer Subordinate Voting Shares;
(b) 31,353 DionyMed Series A Shares were exchanged for 31,353 Resulting Issuer Series A
Multiple/Subordinate Voting Shares;
(c) 6,598 DionyMed Series F Shares were exchanged for 6,598 Resulting Issuer Series F
Multiple Voting Shares;
(d) 9,057,042 DionyMed Options became 9,057,042 Resulting Issuer Options;
(e) 8,506,887 DionyMed Common Share Warrants became 8,506,887 Resulting Issuer
Subordinate Voting Share Warrants;
(f) 427,913 DionyMed Broker Rights and 493,188 SR Agent Warrants became 921,101
Resulting Issuer Broker Warrants;
(g) 18,180 DionyMed Convertible Debentures became 18,180 Resulting Issuer Convertible
Debentures; and
(h) the Resulting Issuer began carrying on the business of DionyMed as described herein.
3.3 Trends, Commitments, Events or Uncertainties

United States Industry Background and Trends
The emergence of the legal cannabis sector in the United States, both for medical and adult-
use, has been rapid as more states adopt regulations for its production and sale. Today 60% of
Americans live in a state where cannabis is legal in some form and almost a quarter of the
population lives in states where it is fully legalized for adult use under state law.1
The use of cannabis and cannabis derivatives to treat or alleviate the symptoms of a wide
variety of chronic conditions has a growing acceptance by the medical community. A review of
the research, published in 2015 in the Journal of the American Medical Association, found solid
evidence that cannabis can treat pain and muscle spasms.2 The pain component is particularly
important, because other studies have suggested that cannabis can replace pain patients’ use
of highly addictive, potentially deadly opiates.3
1
Ripley, Eve. (2016 November 30). Nearly 60 percent of U.S. population now lives in states with marijuana
legalization. Retrieved from https://news.medicalmarijuanainc.com/nearly-60-percent-u-s-population-now-lives-states-
marijuana-legalization/.
2
Grant, Igor MD (2015). Medical Use of Cannabinoids. Journal of American Medical Association, 314: 16, 1750-
1751. doi: 10.1001/jama.2015.11429.
3
Bachhuber, MA, Saloner B, Cunningham CO, Barry CL. (2014). Medical Cannabis Laws and Opioid Analgesic
Overdose Mortality in the United States, 1999-2010. JAMA Intern Med. 174(10):1668-1673. doi:
10.1001/jamainternmed.2014.4005.
- 22 -
It is estimated that 94% of the U.S. voters support legalizing cannabis for medical use.4 In
addition, 64% of the U.S. public supports legalizing cannabis for adult recreational use.5 These
represent large increases in public support over the past 40 years in favour of legal cannabis
use.
Notwithstanding that 30 states have now legalized adult-use and/or medical marijuana,
marijuana remains illegal under U.S. federal law with marijuana listed as a Schedule I drug
under the United States Controlled Substances Act of 1970 (the “CSA”).
Currently the Resulting Issuer only operates in the states of California and Oregon. However,
the Resulting Issuer has a binding term sheet to enter the Nevada market and has applied for a
license to grow, process and retail cannabis products in the State of New Jersey, and it also
intends to expand into other states within the U.S. that have legalized cannabis use either
medicinally or recreationally, and internationally as well.
Current U.S. Cannabis Market
Sales of legal cannabis flowers and cannabis-infused derivative and edible products totaled
$6.1 billion in 2017, and are expected to reach $8.8 billion in 2018 with approximately 36% of
sales for medical use and 64% for full adult use.6 The U.S. market for direct legal cannabis sales
alone is projected to grow to $17 billion by 20217 and the total addressable market for direct
cannabis sales in the U.S. today is estimated at $45-50 billion if every state legalized full adult
recreational consumption.8
New Frontier Data, a data analytics firm, found that the 2017 U.S. legal cannabis market was
worth an estimated $8.3 billion, and forecasts the legal cannabis market to grow to
approximately $25 billion by 2025 with a compound annual growth rate (CAGR) of 14.7%.9 New
Frontier Data also projected that the medical market will grow at a CAGR of 11.8% through
2025, growing from $5.1 billion in 2017 to an estimated $12.5 billion in 2025.10 During the same
period, the firm projects that the adult use market will grow at a CAGR of 18.4%, growing from
$3.2 billion in 2017 to $12.5 billion in 2025 (through projections based on the markets having
4
Quinnipiac University. (2017 April 20). U.S. Voter Support For Marijuana Hits New High; Quinnipiac University
National Poll Finds; 76 Percent Say Their Finances Are Excellent Or Good. Retrieved from
https://poll.qu.edu/national/release-detail?ReleaseID=2453.
5
Gallup. (2017 October 25). Record-High Support for Legalizing Marijuana Use in U.S. Retrieved from
http://news.gallup.com/poll/221018/record-high-support-legalizing-marijuana.aspx.
6
Marijuana Business Daily. (2017). Marijuana Business Factbook, 2017. Available from
https://mjbizdaily.com/factbook/.
7
Arcview Market Research & New Frontier Data. (2016). The State of Legal Marijuana Markets (4th ed.), pp. 11.
Available from https://www.arcviewmarketresearch.com/4th-edition-legal-marijuana-market/.
8
Marijuana Business Daily. (2017). Marijuana Business Factbook, 2017. Available from
https://mjbizdaily.com/factbook/.
9
Globe Newswire. (2018 April 20). New Frontier Data Projects U.S. Legal Cannabis Market to Grow to $25 Billion by
2025. Retrieved from https://globenewswire.com/news-release/2018/04/20/1482418/0/en/New-Frontier-Data-
Projects-U-S-Legal-Cannabis-Market-to-Grow-to-25-Billion-by-2025.html.
10
- 23 -
passed medical and adult use legalization initiatives as of January 2018, but not including
assumptions for additional states which may yet pass legalization measures before 2025).11
4. NARRATIVE DESCRIPTION OF THE BUSINESS
4.1 General Business of the Resulting Issuer
Prior to the Reverse Take-Over, Sixonine had no active business operations aside from seeking
business opportunities. Upon affecting the Reverse Take-Over, the business of Sixonine
became the business of DionyMed.
The Resulting Issuer, through its subsidiaries, operates a distribution, manufacturing services
and online retail platform for cannabis cultivators, distributors and processors with current
operations in California and Oregon. The Resulting Issuer generates returns from the revenue
sources below:
● the sale of wholly-owned branded products online and through retail dispensaries;
● manufacturing and processing branded cannabis products for delivery direct-to-

consumers and to retail dispensaries; and
● wholesale distribution and logistics management on behalf of cultivators, manufacturers

and third-party brands.
Strategic Framework
The Resulting Issuer’s mission is to build safe, trusted cannabis brands for medical and
recreational consumers worldwide.
The Resulting Issuer plans to build and sustain recognizable cannabis brands that play a
positive role in society. In each market, the Resulting Issuer serves its primary customer sets,
consisting of consumers, cultivators, manufacturers, and dispensaries.
We seek to make access to cannabis safe, convenient and easy for both recreational and
medical use customers. We deliver products directly through our own e-commerce sites and
partner sites, as well as through dispensary retail partners. In addition, we support other brands
and retailers by providing distribution, logistics, manufacturing and technology services. We
strive to offer our customers products at price points that meets their needs, ranging from value
priced offerings to luxury products, together with fast and reliable fulfilment and timely customer
service.
The Resulting Issuer uses state and local operating teams determining how to best apply our
guiding strategic principles. This model provides greater ability to meet the diverse needs of our
consumers and customers, while allowing for the speed of execution required in the dynamic
cannabis market.
11
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As a vertically-integrated provider and with a focus on data and technology, we can identify and
act on consumer trends to support growth. Local market expertise is used to identify and deliver
against the most valuable growth opportunities.
We use consumer insights and marketing to drive product development and innovation at scale
and develop relationships
lationships with our customers through distribution and sales. Our supply
capabilities enable us to manufacture and distribute our brands efficiently and effectively.
The Resulting Issuer’s standards for governance, compliance and ethics are set company -wide.
We are committed to using business as a force for good, a catalyst for innovation and to support
the communities
ommunities we serve. The Resulting Issuer weighs business decisions with consideration
for how its efforts affect its employees, customers, the envir
environment,
onment, and the communities where
its employees live and where it does business, while strengthening its brands.
We focus on supporting communities and non non-profits

profits that can utilize the wellness aspects of our
products (i.e. military veterans, medical foun
foundations,
dations, university research, etc.). We believe this
will ultimately have a positive impact on our customers, employees and shareholders.
History and Key Milestones
Set out below are the key events and milestones which have influenced the general
development
ent of the Resulting Issuer’s business:
Activity Company Date

Date(s) DionyMed Description
Entity
Acquires DionyMed Inc. and Herban

Industries, Inc. and its subsidiaries,
February 28, providing DionyMed with licenses to
Acquisition DionyMed
2018 distribute and manufacture in the State
of California, as well as several brands
and key operating personnel.
November, Completes financings for aggregate

Financing 2017 to March, DionyMed gross proceeds of CAD$6,004,509
CAD$ in
2018 DionyMed Inc. and DionyMed. (1)
Acquires the licenses, customer lists,

personnel and technology of Rise
Logistics to provide wholesale
Acquisition June 14, 2018 Herban CA distribution, manufacturing and
processing services to cultivators,
manufacturers, retail dispensaries and
delivery services.
June, 2018 to Completes CAD$18,180,000

Financing DionyMed
August, 2018 Convertible Debenture raise.
- 25 -
Activity Company Date

Date(s) DionyMed Description
Entity
Submits for a vertical license to

License August 30, cultivate, process and retail products in
Herban NJ
Submission 2018
New Jersey.
Acquires the brand, customer lists,

intellectual property and personnel of
JDK Holdings, Inc dba Winberry Farms
providing DionyMed with a license to
cultivate and distribute in the State of
August 31, Oregon. Winberry Farms self-self
Acquisition Herban OR
2018
distributes
tes to more than 350
dispensaries in Oregon. DionyMed
expects to introduce the Winberry
Farms brand to California in the 4Q of
the calendar year of 2018.
Launches CaliChill.com e-commerce

e
Product August 31, and mobile site to sell wholly-owned
wholly
Herban CA
Launch 2018
and third-party
party products.
September 24, Closes $4,000,000 term loan

Financing DionyMed
2018 agreement.
DionyMed signs a binding term sheet

to acquire the business and assets of
Red Rock
ock Recreational LLC in the
State of Nevada, allowing the
Pending September 27, Herban Company to expand its distribution
Acquisition 2018 Industries
capabilities via Rise Logistics and
brands into Nevada through supply
agreements with cultivators and
manufacturers.
Expands direct-to-consumer
consumer fulfillment
capabilities with existing volume of
more than 1,500 customers each day.
Investment includes the right, but not
Investment October 1, 2018 DionyMed
the obligation, to acquire the remaining
outstanding shares of HomeTown
Heart at DionyMed’s election.
DionyMed expects
xpects to call the option in
- 26 -
Activity Company Date(s) DionyMed Description

Entity
the 4Q 2018.
Acquires the wholesale license and

facility lease of Cascade Cannabis
Distribution to provide processing,
packaging and distribution services in
Acquisition October 1, 2018 Herban OR Oregon. Cascade will do business as
Rise Logistics in Oregon to provide
distribution and logistics management
services to cannabis brands, cultivators
and manufacturers.
Completes Subscription Receipt

November 1,
Financing DionyMed financing for aggregate gross proceeds
2018
of CAD$34,490,012
November 12, Entered into the Mandate Letter and

Financing DionyMed
2018 the Early Draw Facility.
Notes
1) The financing that occurred between November, 2017, to March, 2018, consisted of the issuance of DionyMed Notes, DionyMed
Common Shares and DionyMed Series A Preferred Shares. See “Financing Activities” under “Section 3.1.2 – DionyMed” for further
details.
Lines of Business
Branded Product Sales
The Resulting Issuer designs, develops and markets branded products that are sold both online
and in-store at brick and mortar dispensary retailers. We continue to expand the range of
offerings in all significant and emerging product categories, including flower, pre-polls, vape
pens, concentrates and edibles. Our products vary in price points, targeting specific customer
segments with their brand messaging and position and with a deliberate bias to serving new
cannabis consumers. The range of products is designed to be specific consumer segment
focused with perceived value for the price point.
See “Operations -- Product and Brand Portfolio Development” below for additional detail.
Wholesale Distribution and Third-Party Logistics
In addition to the Resulting Issuer’s wholly-owned brands, the Resulting Issuer provides
distribution, fulfillment, warehousing and inventory management services for third-party brands.
Some of these products may be sold by the Resulting Issuer’s sales team, while others may be
sold by the third party brands' sales team. Distribution and logistics services may involve
warehousing, facilitation of product testing, tax-collection and/or compliant transport, depending
on a market's regulatory requirements.
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Providing distribution services to third-party brands allows us provide cost-effective sales and
delivery services for the third-party brand’s products, gain retail shelf-space, and collect data
about market, sales, and product trends.
Value-Added Manufacturing Services
The Resulting Issuer provides co-packing, filling, supply chain and sourcing on behalf of
cultivators, manufacturers and brands. The co-packing services include manicuring, packaging
and labeling dry bulk-flower from cultivators, as well as filling and packaging vape cartridges
and other concentrates. We expect to expand this service line to include extraction and
additional finished goods production capabilities.
Direct-to-Consumer Retail and Delivery Fulfillment
In August 2018, in partnership with HomeTown Heart, DionyMed launched a direct-to-consumer

e-commerce storefront for same-day delivery in the San Francisco Bay Area. The e-commerce
storefront includes both DionyMed products and well-established third-party brands. DionyMed
provides the software and technology on behalf of HomeTown Heart through a services
agreement and HomeTown Heart is the retailer-of-record, providing the delivery fulfilment
service.
Investment Highlights
Industrial Strength Platform Operating at Scale in Multiple States
The Resulting Issuer operates in California and Oregon actively servicing more than 750
dispensaries each month and can fulfil more than 1,500 deliveries each day through its
investment in HomeTown Heart. We are focused on increasing our operational scale to drive
cost efficiencies to enable a competitive combination of price and quality in our branded
products.
Technology Powered and Data Driven
We design, develop and deploy technology empowering end-to-end compliant delivery, sales
and cash logistics.
Our technology has easy-to-use functionality for consumers and enables fast, reliable fulfilment,
and timely customer service. We will continue to invest in proprietary technological
infrastructure.
We expect spending in technology and content to increase over time as we continue to add
employees and technology infrastructure.
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Rapid Entry to New Markets
The Resulting Issuer has standardized operating procedures for the cultivation, manufacturing,
packaging, testing, distribution and sale of wholly-owned brands and third-party products. Our
focus on systems and technology allows us to introduce our services into new markets and
establish local supply chains. We maintain quality control standards for our supply chain.
Our markets are supported by a broad range of shared services which, together, drive the
sharing of best practice, enhance operational efficiency and help build in-market capabilities.
Continued Innovation to Expand Product Portfolio
The Resulting Issuer understands that R&D, innovation and new product development is key to
developing a stong product portfolio. The Resulting Issuer’s current product portfolio, combined
with planned future products, is expected to cover a wide array of recreational, medical and
wellness products.
In addition to the existing portfolio of flower, concentrates and edible confections, future
products include tinctures, capsules, powdered supplements, single-use products, topical
products, beverages, and medical products.
Experienced Management Team to Lead Growth
The Resulting Issuer leverages the leadership of its executive team and the professional
experience of its management team, both of which are deeply committed to the Resulting
Issuer’s vision, mission and social values. The team works in a collaborative manner that
creates a dynamic professional environment. The management team has a cross section of
experience in distribution, cultivation, sales, technology, marketing, data science, finance,
customer service, consumer packaged goods, business development, acquisitions, capital
markets and market analysis.
Growth Strategy
The following are the principal strategies the Resulting Issuer plans to employ:
Investment in Direct-to-Consumer Retail
The Resulting Issuer’s products are currently sold online through the Resulting Issuer’s website
(www.calichill.com), third-party e-commerce sites and brick and mortar dispensary retailers. We
will continue to invest in our direct-to-consumer e-commerce sites, as well as sell products
through partner sites and offer delivery services for brick and mortar dispensary retailers.
Key to this approach is the ability to reach new consumers and driving reorders from existing
customers. The Resulting Issuer is concentrating its activities in digital and out-of-home (i.e.
outdoor bill board and street-level advertising) media in 2018 and plans to continue focusing on
the following initiatives through 2019:
● Search Engine Optimization: A collaborative, integrated effort with content and public
relations teams optimizing search engine results in the category for those seeking both
general education and availability to purchase.
- 29 -
● Outdoor Advertising: Developing outdoor billboard and street-level advertising strategy

for reaching broad audiences in select geographies.
● Referral: Utilizing third party marketing campaigns to amplify brand and product
awareness.
● Drive consumer direct to “.com” based URLs: Optimizing the customers web experience
to convert browsers into buyers and driving repeat purchases.
● Email: Growing the current subscriber list and delivering relevant and personalized
content.
Introduction of New Delivery Formats
We expect to launch new delivery formats to meet customer needs, including membership and
subscriptions available online through our e-commerce sites with same-day, next-day and
scheduled delivery offerings.
Membership and subscription programs are expected to encourage enrolment with a similar
structure to online “subscribe and save” models. This is expected to deliver demand and repeat
purchases from existing customers by enabling scheduled monthly reorders and improved
continuity in consumption. Consumers will be able to set their frequency and reorder patterns,
along with preferred product mixes.
Building Brand Awareness of Existing Portfolio through Marketing and Public Relations
Initiatives
The Resulting Issuer supports its products with advertising, promotions and other marketing
vehicles to build awareness and trial of its brands and products in conjunction with its sales
force.
The Resulting Issuer intends to drive brand recognition in several ways, including: (i) in-market
promotion and brand ambassadors; (ii) media and event promotion; (iii) community and social
engagement; (iv) legislative participation; and (vi) public relations and speaking engagements at
key industry events. In addition to these active outlets to build brand awareness, we plan to
support endorsements and testimonials from our customers who are advocates for our brands
and products.
Our marketing mix is being optimized to connect with consumers and convert them to
purchasers at the lowest cost possible. A collaborative, integrated effort with content and public
relations teams is underway with the objective to optimize search engine result and leverage
targeted advertisements to enhance awareness of our products and services. The Resulting
Issuer analyzes customer data to enhance the customers’ experience to convert both in-store
and online shoppers into buyers and drive repeat purchases.
Introduction of New, Differentiated Products
The Resulting Issuer currently markets a product portfolio consisting of flower, concentrates,
CBD and THC distillates and edible confections. We have prioritized several new primary and
secondary product categories, including soft-gel tablets, sublinguals, tinctures, capsules,
powders, sports performance products, topical/cosmetic products, infused beverages and pet
products.
- 30 -
Expanded Retail Distribution for Both Wholly-Owned and Third-Party Brands
The Resulting Issuer employs a sales team of 17 persons. We expect to continue to hire, train
and develop both an inside and outside sales team to increase the penetration and in-store
purchases of our distributed and wholly-owned products in both existing and new markets.
Our sales representatives provide hands-on support at the store level to ensure products are
correctly labelled and merchandised. This sales team is managed by key management
personnel within the Resulting Issuer. We will target new distribution channels as laws and
regulations evolve in each market.
Currently, the majority of orders are fulfilled through our distribution centers under the Rise
Logistics brand.
Acquisition of Strategic Complementary Companies
The Resulting Issuer intends to leverage its network of industry participants and advisors to
actively source and identify acquisition opportunities. We expect to pursue acquisitions that
leverage and complement our strengths in sales, marketing, new product development, quality,
production and distribution.
Certain criteria will be employed in pursuing potential acquisition candidates including: (i) brand,
product; (ii) attractiveness of product sector; (iii) integration potential; (iv) production capabilities;
(v) distribution network; (vi) geographic reach; and (vii) financial performance.
We expect to fund these acquisitions through a combination of cash flow, debt and/or equity, if
available.
Management will seek both small and large acquisition and investment opportunities across the
cannabis supply chain. Management is experienced in sourcing, evaluating, structuring and
integrating acquisitions and investments.
International Expansion
The Resulting Issuer believes that international expansion is paramount to its growth in the
long-term, with near-term focus on Canada and the European Union. To achieve this
international reach, we are planning to either partner with distributors and/or manufacturers in
these international locations or create foreign licensed subsidiaries to transact business in the
regions. Expansion into additional jurisdictions will be done in compliance with applicable
regulatory requirements in such jurisdictions and the cost and complexity of such compliance
will form part of the strategic evaluation process for any proposed expansion.
- 31 -
Business Objectives and Milestones
The chart below sets out the milestones that must occur over the next 12 months for the
business objectives to be accomplished and the anticipated timing of each milestone.
Business Milestones that must occur Anticipated Estimated Section in

Objective for Business Objective to be Timing to Cost ($) “Available
Accomplished achieve Business Funds” Chart
Objectives
Launch Winberry Complete initial manufacturing November, 2018 $250,000 Brand & Growth
Farms Brand in and production runs Marketing
California Spend
Complete Execute call option and December, 2018 $6,000,000 Acquisitions

Acquisition of definitive agreements
HomeTown
Heart
Complete Execute definitive agreement December, 2018 $62,500 Acquisitions

Nevada License and transfer license after
Acquisition regulatory review
Launch Complete the acquisition of the December, 2018 $500,000 New Market
Operations in business and assets Red Rock Expansion
Nevada Recreational LLC, which
includes a distribution license,
equipment and a leased facility
Launch Cali Chill Complete market testing in the December, 2018 $3,500,000 Brand & Growth
State-wide Bay Area and secure non-retail Marketing
storefront delivery license in Spend
Southern California
Finalize Build Complete the build out of January, 2019 $750,000 Facilities
Out of California existing California facilities Capital
Facilities Expenditures
Release New Complete the research, February, 2019 $1,250,000 Research and
Brands and development and Development
Product Lines manufacturing processes for
soft gel capsule and tablet lines
to be released under our
existing and new brands
Launch CBD Complete the development of March, 2019 $1,000,000 Research and
Product Line CBD product line Development
Expand Scale manufacturing capacity in March, 2019 $750,000 Facilities

California California, including contract Capital
- 32 -
Manufacturing manufacturing for third-parties Expenditures

Operations
Expand Extend manufacturing capacity June, 2019 $500,000 Facilities

Manufacturing to Oregon, including contract Capital
Capabilities to manufacturing for third-parties Expenditures
Oregon
Launch Cali Chill Acquire or partner with retail September, 2019 $1,000,000 Brand & Growth
Delivery in license(s) in key service areas Marketing
Oregon to deliver branded products Spend
direct-to-consumer
License Identify new domestic and December, 2019 $100,000 New Market
Expansion international markets that Expansion
support recreational and
medical marijuana and directly
apply for new licenses
Expand and Invest in the development and December, 2019 $1,250,000 Brand & Growth
Market Branded marketing of additional branded Marketing
Product Portfolio products to exploit underserved Spend
market opportunities and
consumer segments in current
and new markets
Operations
Product and Brand Portfolio Development
The Resulting Issuer’s approach to branded products focuses on having products at different
price points in all significant and emerging product categories, but with a particular bias to
serving new cannabis consumers.
Our current product categories include flower, pre-rolls, vape pens, concentrates, and edible
confections.
● Flower: There are currently two brands in our flower portfolio, Poetry and Gardener.
Poetry brand is the premium indoor flower targeting consumers looking for unique
strains. Gardener is our outdoor flower offering. The focus with both brands is to identify
and partner with cultivators to develop consistently high quality products.
● Vapes: This is a growing space for the new cannabis consumer, given the appeal of
convenience and discretion. Our current range of products, Alexander Fields, AJA, My
Ananda, Swell and Winberry Farms, are unique and provide positive experiences for
consumers.
● Pre-Roll: This category also caters to consumers looking for convenience and the
experience of combusting flower. The Holy Smokes brand has been designed to provide
outdoor flower in a single use format. The Resulting Issuer will look to expand into multi
packs as the brand builds with consumers.
- 33 -
● Edibles: This is a growing category which allows consumers to have a controlled

experience. The Moon Cookies brand is available in 10mg pieces with specific
instruction for consumers. As this category evolves under new regulations which are
intended to allow consumers to have greater control, brand expansion into mints and
other formats is planned.
Research and Development

Due to the research and development vacuum created by the current political climate and
federal restrictions on cannabis in the United States, product development in the past had often
occurred without the benefit of traditional scientific research and evidence-based results.
Product development has largely been driven by immediate market demands.
There is opportunity for professional and scientifically rational cannabis product development.
The Resulting Issuer intends to develop intellectual property in the areas of cannabis-related
novel small molecule compounds, formulation development, and in materials and methods.
The Resulting Issuer will continue to invest in R&D efforts to identify new product opportunities.
Marketing and Promotion
Data collection and customer analysis from direct-to-consumer sales will be a large component
of The Resulting Issuer’s marketing strategy. Direct-to-consumer sales give an opportunity to
gain insight into how to better support the customer based on data including buying habits,
purchase frequency.
Consumer segmentation is being used to transform the Resulting Issuer’s consumer activities
during 2018 through both valuable understanding of its customer base, as well as the ability to
activate and invest in core consumer segments that will assist in developing a value proposition
for customers.
Key elements of the segmentation efforts include:
● Driving ability to more effectively motivate trial orders, improve overall product trial
experience, promote repeat purchasing patterns and ensure retention through targeted
messaging;
● Differentially investing in core segments to attract new users at attractive conversion
rates; and
● Maximizing customization of email and other messaging channels to improve initial
experiences and promote repeat buying.
The Resulting Issuer is working with an advertising agency to solidify brand identity, packaging
design, communications, and continuously improve on both aesthetic and overall functionality of
its direct-to-consumer e-commerce experience.
Cultivation, Production and Supply Chain
The Resulting Issuer has established a global supply chain to source cost-effective packaging,
hardware and equipment, as well as establishing local supply chains for cannabis biomass and
distillate. We use a mix of in-house cultivation and production together with contract growers
and manufacturers to support our production needs. We require cultivation and manufacturing
specifications be followed and have quality control procedures to ensure product safety,
consistency and quality.
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The Resulting Issuer operates a limited cultivation site in Oregon used for whole-plant extraction
into distillate oil for the Winberry Farms brand. Management believes that in the California and
Oregon markets the supply in quality cannabis will continue to increase due to favorable outdoor
and greenhouse growing conditions, creating downward pressure on prices. We believe this
trend is evidenced in mature markets like Oregon, which have seen significant price declines in
2018 due to oversupply.
The Resulting Issuer plans to scale its production capacity. Management plans to invest in
expanded production capacity to address new product opportunities, take control of the supply
chain and proactively define the competitive landscape. We may expand our cultivation
activities in future markets or markets that require vertical integration.
We are developing products internally with a scalable methodology that focuses on controlling
its supply chain and lowering its cost of manufacturing.
Inventory Management
The Resulting Issuer has comprehensive inventory management procedures, which are
compliant with the rules set forth by the California Department of Consumer Affairs’ Bureau of
Cannabis Control (“BCC”), the Oregon Liquor Control Commission (“OLCC”) and all other
applicable state and local laws, regulations, ordinances, and other requirements.
These procedures ensure control over Resulting Issuer’s cannabis and cannabis product
inventory from delivery by a licensed distributor to sale or delivery to a consumer, or disposal as
cannabis waste. The Resulting Issuer understands its responsibility to the greater community
and the environment and is committed to providing consumers with a safe, consistent, and high-
quality supply of cannabis.
Facilities and Security
The Resulting Issuer has comprehensive security policies and procedures for its operations,
which addresses measures to prevent unauthorized entrance into areas containing cannabis
and cannabis products to deter theft, or loss, of cannabis and cannabis products. The Resulting
Issuer’s security policies and procedures are compliant with the rules set forth by the regulatory
agency responsible for enforcing the regulations of the states in which it operates. Onsite
security managers ensure all employees follow policies and procedures regarding the security
of the Resulting Issuer’s facilities. The security manager, in coordination with the human
resources manager, implements and maintains employee training policies and procedures for
security training. All employees aid in maintaining the security of the facility through prevention,
awareness, reporting, and responsible incident management. All employees are required to
immediately report security breaches and incidents of non-compliance to their supervisor. The
security manager meets periodically with state and local law enforcement to discuss alarm
response, criminal activity statistics, patrol frequency, and other pertinent matters.
The Resulting Issuer’s security measures ensure that the Resulting Issuer’s facilities are
adequately secured against internal and external threats. Facilities are equipped with physical
and technological features that minimize the risk of diversion, loss, or theft of cannabis and
cannabis products. The Resulting Issuer implements security measures designed to prevent
unauthorized entrance into areas containing cannabis or cannabis products and theft of
cannabis or cannabis products from the premises. These security measures include, but are not
limited to, all the following:
- 35 -
● Prohibiting individuals from remaining on the licensed premises if they are not
engaging in activity expressly related to the distribution operations.
● Establishing limited access areas.
● Implementing procedures to ensure limited access areas are accessible only to
authorized personnel.
● Limiting employee access to sensitive spaces within the facility, such as areas
containing surveillance recordings and large amounts of cannabis goods.
● Facilities are designed to maximize security and minimize risks. Facility access
points include safety and security mechanisms to prevent unauthorized entry.
The Resulting Issuer contracts with an outside security consultant to conduct annual audits,
facility inspections, and procedure review to insure regulatory compliance and best practice
policies are in place.
The Resulting Issuer recognizes that cyberattacks, network breaches, and malware can create
serious problems for current operations as well as affect business relationships and future
operations. The Resulting Issuer deploys best practices for data and cyber security utilized by
businesses working with government contracts and technology sector leaders, including the
following security requirements:
1. Access Control
2. Awareness and Training
3. Audit and Accountability
4. Configuration Management
5. Identification and Authentication
6. Incident Response
7. Information System Maintenance
8. Media Protection
9. Personnel Security
10. Physical Protection of Data Systems
11. Risk Assessment
12. Security Assessment
13. System and Communications Protection
14. System and Information Integrity
See “Systems and Technology” below for further discussion.
Banking and Credit Card Processing
The Resulting Issuer deposits funds from its operations into its banking partners in each of its
markets. The banks are fully aware of the nature of our business and continue to remain
supportive of our growth plans. We currently accept only cash and debit card payments from
customers and do not process credit card payments. It is anticipated that over time all forms of
payment will be accepted. See Section 17 “Risk Factors – Restricted access to banking.”
Systems and Technology

The Resulting Issuer’s systems architecture was designed for scalability and increasing
distribution efficacy. Logistics and distribution management software continues to grow in
- 36 -
importance in the cannabis environment. Organizations are challenged to develop their

applications in compliance with cannabis rules, as well as state and local laws and regulations.
The Resulting Issuer pairs a cloud-based enterprise resource planning (“ERP“) system for
manufacturing, shipping and receiving, inventory control, supply chain management, sales,
accounting and finance with proprietary application programming interfaces (“API”). These
systems reduce unnecessary communication and the steep learning curves found in monolithic
ERP systems. Supplemental peripheral software applications are used for specialized activities
in finance, human resources, customer support, manufacturing, distribution and marketing.
We recognize that custom applications need to evolve as rapidly as cannabis regulations and
support custom regulatory implementations to support hyper-growth across multiple locales.
Proprietary microservice APIs were designed to provide this flexibility and extendibility. Custom
API connectors sync ERP, warehouse management systems, transportation management
systems, customer support, accounting, and track-and-trace systems. These connectors
dramatically improve accuracy and compliance tracking while reducing double-entry, human
error, and friction to market.
The Resulting Issuer is collecting data from its brand marketing, direct-to-consumer channel and
distribution/logistics activity to drive the insights to power our brand development and customer
acquisition efforts.
Databases are routinely tested for extrapolating insights, feeding artificial intelligence and
producing demand-based analytics. The Resulting Issuer considers technology and related data
science to be one of our core competencies.
Competition and Competitive Dynamics
The markets in which the Resulting Issuer currently operates (California and Oregon) have
fewer barriers to entry than states (such as New Jersey, Florida and Ohio) that limit the amount
of licenses issued and more closely reflect free market dynamics typically seen in mature retail
and manufacturing industries. The growth of these markets poses a risk of increased
competition, but are currently characterized by numerous sub-scale operators and a few well-
capitalized competitors.
Today, our wholly-owned branded products compete with Select, Absolute Extracts, Guild
Extracts, Moxie and Kiva Confections, among others. According to sales data from BDS
Analytics as of September 2018, no company has a market share of more than 5% in any
product category (including flower, concentrates, vape pens or edibles).
Our wholesale logistics and distribution business competes with RVR (a subsidiary of
CannaRoyalty) and BlackBird Logistics, along with brands that self-distribute. We believe that
as the number of retail dispensaries grow, the industry will consolidate around a few at-scale
distribution companies. Our value-added manufacturing business competes with Moxie and The
Werc Shop, as well as other contract manufacturers. Our direct-to-consumer retail and
fulfillment business competes with both legal and illegal brick-and-mortar dispensaries like
MedMen, as well as other online delivery services, such as Eaze and Bud.com.
Aside from the direct competition listed above, out-of-state operators that are well-enough
capitalized may enter these markets through acquisitive growth are also considered part of the
competitive landscape. Similarly, as the Resulting Issuer executes its national U.S. growth
strategy, operators in our future state markets will inevitably become direct competitors.
- 37 -
Given all the above, the Resulting Issuer may face competition from other companies that are
better capitalized, have greater access to public equity markets or are more mature businesses;
however, the vast majority of competitors consist of localized businesses.
Employees
The Resulting Issuer currently has 121 employees. The employees are distributed among the
following departments:
General and Administration 17
Operations 82
Research and Development 3
Marketing and Sales 19
Total 121
The Resulting Issuer’s hiring strategy focuses on individuals with a complementary mix of
professional experience and industry knowledge.
Employee culture is centred around four pillars: Inclusiveness, Integrity, Teamwork and
Tenacity.
 Inclusiveness: The Resulting Issuer is tolerant and respectful of everyone from all
walks of life regardless of race, ethnicity, religion, colour, sex, gender, gender identity
or expression, sexual orientation, national origin, ancestry, citizen status, uniform
service member and veteran status, marital status, pregnancy, age, medical
condition, genetic information disability, etc.
 Integrity: The Resulting Issuer’s employees should act with integrity, inspiring trust
and confidence.
 Teamwork: The Resulting Issuer’s employees are a collective of talented people
who can depend on each other to play each role and assist/lean on each other as
necessary.
 Tenacity: The Resulting Issuer’s employees should strive to exceed the
expectations of all its stakeholders.
The Resulting Issuer believes in investing in each of its employees and devotes the necessary
resources to ensure all employees are given the proper tools and resources to grow in their
respective fields. As an employer, the Resulting Issuer is committed to:
 Providing equal employment opportunities to all employees and applicants who pass
a background check;
- 38 -
 Providing policies that extend to all aspects of our employment practices, including
but not limited to recruiting, hiring, discipline, termination, promotions, transfers,
compensation, benefits, training, leaves of absence, and other terms and conditions
of employment;
 Providing a work environment that is free of harassment of any kind, discrimination,
and retaliation;
 Complying with all laws protecting qualified individuals with disabilities, as well as
employees’, independent contractors’, vendors’, and volunteers’ religious beliefs and
observances;
 A culture of inclusiveness where we are committed to our staff without regard to
race, ethnicity, religion, color, sex, gender, gender identity or expression, sexual
orientation, national origin, ancestry, citizen status, uniform service member and
veteran status, marital status, pregnancy, age, protected medical condition, genetic
information, disability, or any other protected status in accordance with all applicable
federal, state, provincial or local laws; and
 The safety of our employees and committing to the prevention of illness and injury
through the provision and maintenance of a healthy workplace. We take reasonable
steps to ensure staff are appropriately informed and trained to ensure the safety of
themselves and others.
Specialized Skill and Knowledge

The cannabis industry requires access to employees with specialized skills and
knowledge in order to maximize harvest quality and yield in addition to having the capacity for
developing new varieties. Product formulation and product manufacturing each require their own
specific sets of specialized skill and knowledge to ensure maximization of yields and quality
from extraction and to create consistent, high quality products. Each of these operations
requires extensive knowledge and understanding of the applicable state regulatory landscape to
ensure compliance with all local and state laws and regulations.
The Senior Vice President of Product and Manufacturing of Herban OR has gained
important skills and knowledge through experience with all areas needed to run a successful
cultivation operation. With these skills and knowledge, the Company expects to continue to
develop unique, new strains that are only available to the Company and will build on the current
knowledge of the organization through testing new techniques and technologies. In addition, the
previous experience of the management team of the Resulting Issuer, along with independent
consultation, is the basis for the Resulting Issuer’s proprietary standard operating procedures
that we believe will ensure consistent quality and yield performance. The Resulting Issuer’s
employees are talented individuals with a wide range of educational achievements and work
experiences. Above all, we strive to enable our employees to do what they do best every day
and to act in the best interest of the Resulting Issuer.
The leadership at the Resulting Issuer is knowledgeable in all the products available in
the United States market. The Resulting Issuer conducts ongoing training to ensure compliance
with all laws and regulations. The leadership of each business unit attends regular compliance
training conducted by local and state officials, which provides content and updates for internal
training. The management team also has significant professional expertise in distribution,
cultivation, sales, technology, marketing, data science, finance, customer service, human
- 39 -
resources, consumer packaged goods, business development, acquisitions, capital markets and
market analysis. Our management team includes executives with many years of experience in
their respective fields.
In addition to the Company’s internal resources, there is a broad market of skilled
employees with cannabis knowledge and experience in California, Oregon, Nevada and New
Jersey to facilitate growth of the labor force.
See Section 17 “Risk Factors – Risks associated with travelling across borders”.
Intellectual Property
The Resulting Issuer’s intellectual property and proprietary rights are important to its business.
Efforts to secure intellectual property protection are complicated by conflicting international,
federal and state regulations. Protection of intellectual property is necessary for securing a
sustainable competitive advantage and we rely on a combination of trademarks, copyrights,
trade secret laws, secrecy and confidentiality agreements to do so.
Trademarks
As of the date hereof, Winberry has registered the following four trademarks in the United
States, including the “WINBERRY FARMS” name itself, related logos and distinctive to Winberry
Farms’ brand:
“WINBERRY FARMS” was registered under registration number 87877429 on April 15, 2018.
This mark consists of standard characters, without claim to any font style, size or color.
The Winberry Farms’ logo consisting of “The mark consisting of a square containing the letter
W” was registered under registration number 87877430 on April 15, 2018. This mark consists of
standard characters, without claim to any font style, size or colour.
W” was registered under registration number 87877427 on April 15, 2018 for the use on goods
and/or services identified by “Beanies; Caps being headwear; Coats; Hats; Hoodies; Jackets;
Stocking caps; Sweatshirts; T-shirts.” This mark consists of standard characters, without claim
to any font style, size or colour.
W” was registered under registration number 87877431 on April 15, 2018 for the use on goods
and/or services identified by “Oral vaporizers for smoking purposes; Electronic cigarette
lanyards.” This mark consists of standard characters, without claim to any font style, size or
colour.
- 40 -
All federal registered trademarks in the United States described above are subject to renewal
ten (10) years from the date of registration.
The Resulting Issuer is subject to certain risks related to its intellectual property. For more
information, see “Risk Factors—Risks Related to the Company’s Business and Industry”.
Available Funds
The pro forma working capital position of the Resulting Issuer as of June 30, 2018 was
$1,977,103.
The following table sets forth the estimated working capital and amounts and sources of other
funds of the Resulting Issuer as at the dates indicated.
Source of Funds Amount ($)

Pro Forma Working Capital 1,977,103
SR Offering 24,160,493(1)
Inventory Finance Facility 3,000,000
TOTAL AVAILABLE FUNDS 29,137,596
Notes:
1) The USD amount for the SR Offering equals the conversion of CAD$31,790,123 into USD at a
rate of CAD$1 = US$0.76. (This conversion rate is based on the end of day value of CAD$1.00 in
USD for November 26, 2018, as per www.bankofcanada.ca).
Management anticipates using the available funds in the following manner over the next 12
months.
The principal use of the Available Funds, as listed above, is intended to be as follows.
Use of Available Funds Amount ($) Total Amount ($)

Acquisitions (Currently planned or otherwise)
 Complete Acquisition of HomeTown Heart 6,000,000
 Complete Nevada License Acquisition 62,500
 Reserved to complete unplanned 4,437,500
acquisitions
Total 10,500,000
Brand & Growth Marketing Spend (Currently
planned or otherwise)
 Launch Winberry Farms Brand in California 250,000
 Launch Cali Chill State-wide 3,500,000
 Launch Cali Chill Delivery in Oregon 1,000,000
- 41 -
 Expand and Market Branded Product Portfolio 1,250,000

Total 6,000,000
Debt Repayment 4,000,000
General Corporate Purposes 1,787,596
1,000,000
 Launch CBD Product Line
1,250,000
 Release New Brands and Product Lines
Total 2,250,000
Fees and Transaction Expenses 2,000,000
Facilities Capital Expenditures (Currently planned or
otherwise)
 Finalize Build Out of California Facilities 750,000
 Expand California Manufacturing Operations 750,000
500,000
 Expand Manufacturing Capabilities to Oregon
Total 2,000,000
New Market Expansion
500,000
 Launch Operations in Nevada
100,000
 License Expansion
Total 600,000
TOTAL 29,137,596
Ability to Access Public and Private Capital
Due to the present state of the laws and regulations governing financial institutions in the United
States, banks often refuse to provide banking services to businesses involved in the marijuana
industry. Consequently, the Resulting Issuer is not able to obtain bank financing in the United
States or financing from other United States federally regulated entities.
The Resulting Issuer has historically, and continues to have, access to equity and debt financing
from prospectus exempt (private placement) markets in the United States. The Resulting
Issuer’s executive team and board have extensive relationships with sources of private capital
(such as funds and high net worth individuals).
There can be no assurance that additional financing will be available to the Resulting Issuer
when needed or on terms which are acceptable. See Section 17 “Risk Factors – Restricted
access to banking” and “Risk Factors – Newly established legal regime”.
- 42 -
Issuers with U.S. Marijuana-Related Assets

Nature of Involvement
The Resulting Issuer, through its subsidiaries, is directly involved in the production, cultivation,
distribution and sale of marijuana in the States of California and Oregon and is in the process of
entering the Nevada and New Jersey markets.
Financial Exposure to U.S. Cannabis-Related Activities
All the Resulting Issuer’s operations are in the United States. Therefore, the Resulting Issuer’s
balance sheet and operating statement exposure to U.S. marijuana-related activities is 100%.
United States Regulatory Environment
Under U.S. federal law, marijuana is currently a Schedule I drug. The CSA has five different
tiers or schedules. A Schedule I drug means the Drug Enforcement Agency considers it to have
a high potential for abuse, no accepted medical treatment, and lack of accepted safety for the
use of it even under medical supervision. Other Schedule I drugs are heroin, LSD and ecstasy.
Given that 31 states have now legalized adult-use and/or medical marijuana, the federal
government sought to provide guidance to enforcement agencies and banking institutions with
the introduction of the United States Department of Justice Memorandum drafted by former
Deputy Attorney General James Michael Cole in 2013 (the “Cole Memo”)12 and the Department
of the Treasury Financial Crimes Enforcement Network (“FinCEN”) guidance in 2014.13
The Cole Memo offered guidance to federal enforcement agencies as to how to prioritize civil
enforcement, criminal investigations and prosecutions regarding marijuana in all states. The
memo put forth eight prosecution priorities:
1. Preventing the distribution of marijuana to minors;
2. Preventing revenue from the sale of marijuana from going to criminal enterprises, gangs
and cartels;
3. Preventing the diversion of marijuana from states where it is legal under state law in
some form to other states;
4. Preventing the state-authorized marijuana activity from being used as a cover or pretext
for the trafficking of other illegal drugs or other illegal activity;
5. Preventing the violence and the use of firearms in the cultivation and distribution of
marijuana;
6. Preventing the drugged driving and the exacerbation of other adverse public health
consequences associated with marijuana use;
7. Preventing the growing of marijuana on public lands and the attendant public safety and
environmental dangers posed by marijuana production on public lands; and
12
U.S. Dept. of Justice. (2013). Memorandum for all United States Attorneys re: Guidance Regarding Marijuana
Enforcement. Washington, DC: US Government Printing Office. Retrieved from
https://www.justice.gov/iso/opa/resources/3052013829132756857467.pdf.
13
Department of the Treasury Financial Crimes Enforcement Network. (2014). Guidance re: BSA Expectations
Regarding Marijuana-Related Businesses (FIN-2014-G001). Retrieved from
https://www.fincen.gov/resources/statutes-regulations/guidance/bsa-expectations-regarding-marijuana-related-
businesses.
- 43 -
8. Preventing marijuana possession or use on federal property.
In January 2018, former United States Attorney General, Jeff Sessions, rescinded the
Cole Memo and thereby removed its guidance for enforcement agencies and the Department of
Justice.
Due to the CSA categorization of marijuana as a Schedule I drug, U.S. federal law makes it
illegal for financial institutions that depend on the Federal Reserve’s money transfer system to
take any proceeds from marijuana sales as deposits. Banks and other financial institutions could
be prosecuted and possibly convicted of money laundering for providing services to cannabis
businesses under the United States Currency and Foreign Transactions Reporting Act of 1970
(the “Bank Secrecy Act”). Under U.S. federal law, banks or other financial institutions that
provide a cannabis business with a checking account, debit or credit card, small business loan,
or any other service could be found guilty of money laundering or conspiracy.
While there has been no change in U.S. federal banking laws to account for the trend towards
legalizing medical and recreational marijuana by U.S. states, FinCEN has issued guidance
advising prosecutors of money laundering and other financial crimes not to focus their
enforcement efforts on banks and other financial institutions that serve marijuana-related
businesses, so long as that business is legal in their state and none of the federal enforcement
priorities are being violated (such as keeping marijuana away from children and out of the hands
of organized crime). The FinCEN guidance also clarifies how financial institutions can provide
services to marijuana-related businesses consistent with their Bank Secrecy Act obligations,
including thorough customer due diligence, but makes it clear that they are doing so at their own
risk. The customer due diligence steps include:
1. verifying with the appropriate state authorities whether the business is duly licensed and
registered;
2. reviewing the license application (and related documentation) submitted by the business
for obtaining a state license to operate its marijuana-related business;
3. requesting from state licensing and enforcement authorities available information about
the business and related parties;
4. developing an understanding of the normal and expected activity for the business,
including the types of products to be sold and the type of customers to be served (e.g.,
medical versus recreational customers);
5. ongoing monitoring of publicly available sources for adverse information about the
business and related parties;
6. ongoing monitoring for suspicious activity, including for any of the red flags described in
this guidance; and
7. refreshing information obtained as part of customer due diligence on a periodic basis
and commensurate with the risk. With respect to information regarding state licensure
obtained in connection with such customer due diligence, a financial institution may
reasonably rely on the accuracy of information provided by state licensing authorities,
where states make such information available.
Due to the fear by financial institutions of being implicated in or prosecuted for money
laundering, marijuana businesses are often forced into becoming “cash-only” businesses. As
banks and other financial institutions in the U.S. are generally unwilling to risk a potential
violation of federal law without guaranteed immunity from prosecution, most refuse to provide
any kind of services to marijuana businesses. Despite the attempt by FinCEN to legitimize
marijuana banking, in practice its guidance has not made banks much more willing to provide
- 44 -
services to marijuana businesses. This is because, as described above, the current law does
not guarantee banks immunity from prosecution, and it also requires banks and other financial
institutions to undertake time-consuming and costly due diligence on each marijuana business
they take on as a customer. Recently, some banks that have been servicing marijuana
businesses have been closing accounts operated by marijuana businesses and are now
refusing to open accounts for new marijuana businesses for the reasons enumerated above.
The few credit unions who have agreed to work with marijuana businesses are limiting those
accounts to no more than 5% of their total deposits to avoid creating a liquidity risk. Since the
federal government could enforce its banking laws as they relate to marijuana businesses at
any time and without notice, these credit unions must keep sufficient cash on hand to be able to
return the full value of all deposits from marijuana businesses in a single day, while also
servicing the need of their other customers.
The U.S. Treasury Department, headed by Stephen Mnuchin, has publicly stated they were not
informed of former Attorney General Sessions’ desire to rescind the Cole Memo and do not
have a desire to rescind the FinCEN guidance for financial institutions.14 Multiple legislators
believe that Sessions’ rescinding of the Cole Memo invites an opportunity for Congress to pass
more definitive protections for marijuana businesses in states with legal marijuana programs
during this Congress, but there is no guarantee that this will occur.15
Both Congress and marijuana-related businesses recognize that guidance is not law and thus
have worked to continually renew the Rohrabacher Blumenauer Appropriations Amendment
(originally the Rohrabacher Farr Amendment) since 2014. This amendment prevents the
Department of Justice from using congressional funds to prosecute cannabis businesses in
states that have medical marijuana laws and programs. In 2017, Senator Patrick Leahy (D-
Vermont) introduced a similar amendment to H.R.1625 – a vehicle for the Consolidated
Appropriations Act of 2018), preventing federal prosecutors from using federal funds to impede
the implementation of medical cannabis laws enacted at the state level, subject to Congress
restoring such funding (“Leahy Amendment”). The Leahy Amendment was renewed in
September 2018 as part of a continuing budget resolution for the Department of Justice and
other federal agencies, and will remain in effect until December 7, 2018. At such time, it may or
may not be included in the 2019 Fiscal Year omnibus appropriations package, if one is passed,
or a continuing budget resolution, and its inclusion or non-inclusion, as applicable, is subject to
political changes.
For the remainder of fiscal year 2019, the strategy amongst the Congressional Marijuana
Working Group is to introduce numerous marijuana-related appropriations amendments in the
Appropriations Committee in both the House and Senate, similar to the strategy employed in
14
Angell, Tom. (2018 February 6). Trump Treasury Secretary Wants Marijuana Money In Banks. Retrieved from
https://www.forbes.com/sites/tomangell/2018/02/06/trump-treasury-secretary-wants-marijuana-money-in-
banks/#2848046a3a53; see also Mnuchin: Treasury is reviewing cannabis policies. (2018 February 7). Retrieved
from http://www.scotsmanguide.com/News/2018/02/Mnuchin--Treasury-is-reviewing-cannabis-policies/.
15
Jackson, Cherese. (2018 January 30). State-by-State Analysis of Sessions Move to Rescind Cole Memo. Retrieved
from http://guardianlv.com/2018/01/state-state-analysis-sessions-move-rescind-cole-memo/; see also Velasquez,
Josefa. (2018 January 23). NY Lawmarker Asks US Attorneys to Keep Hands Off State’s Med Marijuana Programs.
Retrieved from https://www.law.com/newyorklawjournal/sites/newyorklawjournal/2018/01/22/ny-lawmaker-asks-us-
attorneys-to-keep-hands-off-states-med-marijuana-programs/?slreturn=20180205182803; see also “This is
Outrageous”: Politicians react to news that A.G. Sessions is rescinding Cole Memo. (January 4 2018). Retrieved from
https://www.thecannabist.co/2018/01/04/sessions-marijuana-cole-memo-politicians/95890/.
- 45 -
fiscal year 2018.16 The amendments will include protections for marijuana-related businesses in
states with medical and adult use marijuana laws, as well as protections for financial institutions
that provide banking services to state-legal marijuana businesses.17 However it should be noted
that there is no assurance that such amendments will be passed into law beyond December 7th,
2018.
Since 2014, Congress has made immense strides in marijuana policy. The bipartisan
Congressional Cannabis Caucus launched in 2017 and is headed by Representatives Dana
Rohrabacher (CA-48), Earl Blumenauer (OR-03), Don Young (AK-At Large), and Jared Polis
(CO-02). The group is “dedicated to developing policy reforms that bridge the gap between
federal laws banning marijuana and the laws in an ever-growing number of states that have
legalized it for medical or recreational purposes”18 Additionally, each year more Representatives
and Senators sign on and co-sponsor marijuana legalization bills including the CARERS Act,
REFER Act and others. While there are different perspectives on the most effective route to end
federal marijuana prohibition, Congressman Blumenauer and Senator Wyden introduced the
three-bill package, Path to Marijuana Reform which would have fixed the 280E provision,
eliminated civil asset forfeiture and federal criminal penalties for businesses complying with
state law, reduced barriers to banking, and would have de-scheduled, taxed and regulated
marijuana in 2017.19 Senator Booker has also introduced the Marijuana Justice Act, which
would deschedule marijuana, and in 2018 Congresswoman Barbara Lee introduced the House
companion. More recently in 2018, Senator Gardner introduced the STATES Act, ostensibly
supported by President Trump, which would exempt state-legal marijuana activities from being
violations of the Controlled Substances Act, but there is no guarantee that this will occur.20
Notwithstanding the foregoing, there is no guarantee that the current presidential administration
will not change the stated policy of the previous administration regarding the low-priority
enforcement of U.S. federal laws that conflict with state laws. The Trump administration and the
Congress could decide to enforce U.S. federal laws vigorously.
16
Congress of the United States. (2018 January 12). Letter to The Honorable Paul Ryan, The Honorable Nancy
Pelosi, Chairman Rodney P. Frelinghuysen and Ranking Member Nita Lowey. Retrieved from
https://polis.house.gov/uploadedfiles/marijuana_appropriations_mcclintock-polis_language_1-12-18.pdf.
17
Congress of the United States. (2018 January 17). Letter to Director Kenneth Blanco of the Financial Crimes
Enforcement Network of the Department of the Treasury. Retrieved from
https://dennyheck.house.gov/sites/dennyheck.house.gov/files/FINCEN%20MJ%20Guidance%20Letter%20FINAL.pdf
; see also United States Senate. (2018 January 11). Letter to Director Kenneth Blanco of the Financial Crimes
Enforcement Network of the Department of the Treasury. Retrieved from
https://www.documentcloud.org/documents/4347431-368944892-Letter-Urging-FinCEN-to-
Maintain.html#document/p1; see also United States Senate. (2018 January 18). Letter to Director Kenneth Blanco of
the Financial Crimes Enforcement Network of the Department of the Treasury. Retrieved from
https://www.documentcloud.org/documents/4356160-18-01-18-FinCEN-LTR-Cannabis-Banking.html; see also
Congress of the United States. (2018 January 25). Letter to The Honorable Donald Trump. Retrieved from
https://www.warren.senate.gov/files/documents/2018_01_25%20Letter%20to%20Trump%20on%20Sessions%20with
drawal%20of%20the%20Cole%20memo.pdf.
18
Huddleston, Tom Jr. (2017 February 17). Pro-Pot Lawmakers Launch a Congressional Cannabis Caucus.
Retrieved from http://fortune.com/2017/02/16/congress-cannabis-caucus/.
19
Wyden, Blumenauer. (2017 March 30). Wyden, Blumenauer announce bipartisan path to marijuana reform.
Retrieved from https://blumenauer.house.gov/media-center/press-releases/wyden-blumenauer-announce-bipartisan-
path-marijuana-reform.
20
Seung Min Kim (April 13, 2018), "Trump, Gardner strike deal on legalized marijuana, ending standoff over Justice
nominees", The Washington Post.
- 46 -
An additional challenge to marijuana-related businesses is that the provisions of the Internal

Revenue Code, Section 280E, are being applied by the IRS to businesses operating in the
medical and adult use marijuana industry. Section 280E of the Code prohibits marijuana
businesses from deducting their ordinary and necessary business expenses, forcing them to
pay higher effective federal tax rates than similar companies in other industries. The effective
tax rate on a marijuana business depends on how large its ratio of non-deductible expenses is
to its total revenues. Therefore, businesses in the legal cannabis industry may be less profitable
than they would otherwise be.
The following sections describe the legal and regulatory landscape in the states in which the
Resulting Issuer operates. While the Resulting Issuer’s operations are in full compliance with all
applicable state laws, regulations and licensing requirements, for the reasons described above
and the risks further described in Section 17 below, there are significant risks associated with
the business of the Resulting Issuer. Readers are strongly encouraged to carefully read all the
risk factors contained in Section 17 below.
Compliance with Applicable State Laws in the United States
California
California Regulatory Landscape
In 1996, California was the first state to legalize medical marijuana through Proposition 215, the
Compassionate Use Act of 1996 (“CUA”). This legalized the use, possession and cultivation of
medical marijuana by patients with a physician recommendation for treatment of cancer,
anorexia, AIDS, chronic pain, spasticity, glaucoma, arthritis, migraine, or any other illness for
which marijuana provides relief.
In 2003, Senate Bill 420 was signed into law establishing an optional identification card system
for medical marijuana patients.
In September 2015, the California legislature passed three bills collectively known as the
“Medical Cannabis Regulation and Safety Act” (“MCRSA”). The MCRSA established a licensing
and regulatory framework for medical marijuana businesses in California. The system created
multiple license types for dispensaries, infused products manufacturers, cultivation facilities,
testing laboratories, transportation companies, and distributors. Edible infused product
manufacturers would require either volatile solvent or non-volatile solvent manufacturing
licenses depending on their specific extraction methodology. Multiple agencies would oversee
different aspects of the program and businesses would require a state license and local
approval to operate. However, in November 2016, voters in California overwhelmingly passed
Proposition 64, the “Adult Use of Marijuana Act” (“AUMA”) creating an adult-use marijuana
program for adult-use 21 years of age or older. AUMA had some conflicting provisions with
MCRSA, so in June 2017, the California State Legislature passed Senate Bill No. 94, known as
Medicinal and Adult-Use Cannabis Regulation and Safety Act (“MAUCRSA”), which
amalgamates MCRSA and AUMA to provide a set of regulations to govern medical and adult-
use licensing regime for cannabis businesses in the State of California. The four agencies that
regulate marijuana at the state level are the California Bureau of Cannabis Control (“BCC”),
California Department of Food and Agriculture, California Department of Public Health, and
California Department of Tax and Fee Administration.
- 47 -
To legally operate a medical or adult-use cannabis business in California, the operator must
have both a local and state license. This requires license holders to operate in cities with
marijuana licensing programs. Therefore, cities in California can determine the number of
licenses they will issue to marijuana operators or can choose to outright ban marijuana.
MAUCRSA went into effect on January 1, 2018. The Resulting Issuer began receiving its
marijuana medical and adult-use licenses on January 1, 2018 in Oakland, CA. The Company
currently operates two licensed distribution facilities and operates two distribution licenses and a
manufacturing license, as well as operates two non-retail store-front delivery licenses under a
management services agreement.
In California, there are four U.S. Attorneys covering the Central, Eastern, Northern, and
Southern regions of the state, respectively. Below is a brief summary of each U.S. Attorney’s
enforcement priorities related to state-legal marijuana.
In the Central District, current U.S. Attorney Nicola T. Hanna is a former Assistant U.S. Attorney
who has prosecuted cases involving money laundering, narcotics trafficking, as well as violent
and economic crimes. Hanna has not yet taken a public stance on his office’s enforcement
priorities related to state-legal marijuana.
The U.S. Attorney for the Eastern District, McGregor Scott, previously served in the same
position from 2003 to 2009. During his first tenure in the role, Scott prosecuted several people
in California’s medical marijuana industry, including one case in which two of the individuals
prosecuted each received prison sentences of 20 years or more.21 After the rescission of the
Cole Memo in January 2018, Scott’s office issued the following statement: “The cultivation,
distribution and possession of marijuana has long been and remains a violation of federal law
for all purposes. We will evaluate violations of those laws in accordance with our district’s
federal law enforcement priorities and resources.” In May 2018, Scott stated that his marijuana
enforcement priorities would be focused on illegal cultivation on federal land, cartels dealing in
marijuana, and interstate trafficking.22 Scott also said, “The reality of the situation is that there is
so much black-market marijuana in California that we could go after just the black market and
never get [to state-licensed operations].” He explained that this black market is made up of
“people who have no intent of ever entering the legal system that has been created and
California has attempted to establish.”
In the Northern District, U.S. Attorney Alex G. Tse was previously the First Assistant U.S.
Attorney in the same district. Earlier in his career, Tse spent time working in the San Francisco
City Attorney’s Office. Though the U.S. Attorney’s office in this district has previously targeted
medical cannabis businesses,23 Tse has not yet issued a public statement on the issue.
21
Branan, Brad. (2018 January 4). Sessions’ weed decision puts spotlight on new U.S. attorney for
eastern California. Retrieved from https://www.sacbee.com/news/state/california/california-
weed/article193086764.html.
22
Miller, Cheryl. (2018 May 29). McGregor Scott’s Pot Policies Track Obama-Era ‘Cole Memo.’ Retrieved
from https://www.law.com/therecorder/2018/05/29/mcgregor-scotts-pot-policies-track-obama-era-cole-
memo/?slreturn=20180916155413.
23
Adlin, Ben. (2016 August 16). Federal Court Bars Justice Department From Prosecuting Medical
Cannabis. Retrieved from https://www.leafly.com/news/politics/federal-court-bars-justice-department-
from-prosecuting-medical-ca.
- 48 -
The U.S. Attorney for the Southern District, Adam Braverman, has been a federal prosecutor
since 2008, and has spent much of his career in government focused on investigating and
prosecuting international and domestic narcotics trafficking organizations and criminal street
gangs; this includes one cartel investigation that led to the indictments of more than 125
individuals.24 After the rescission of the Cole Memo, Braverman expressed support for former
Attorney General Sessions and stated that the Sessions Memo “returns trust and local control to
federal prosecutors” to enforce the CSA. Braverman has made statements supporting Sessions’
position that individual states should have no expectations that federal drug laws will not be
enforced. More specifically, he issued the following statement on the subject:
The Department of Justice is committed to reducing violent crime and enforcing the laws as
enacted by Congress. The cultivation, distribution and possession of marijuana has long been
and remains a violation of federal law. We will continue to utilize long-established prosecutorial
priorities to carry out our mission to combat violent crime, disrupt and dismantle transnational
criminal organizations, and stem the rising tide of the drug crisis.
Licenses
The Resulting Issuer and its subsidiaries are licensed to operate as Medical and Adult-Use
Retailers, Cultivators and Distributors under applicable California and local jurisdictional law.
The Resulting Issuer’s licenses permit it to possess, cultivate, process, dispense and sell
medical and adult-use cannabis in the State of California pursuant to the terms of the various
licenses issued by the BCC under the provision of the MAUCRSA and California Assembly Bill
No. 133. The Resulting Issuer obtained the rights to the entities that were ultimately licensed
pursuant to several acquisitions in the form of stock and/or asset purchase agreements.
The licenses are independently issued for each approved activity for use at the Resulting Issuer
facilities in California. Please see the table below for a list of the licenses issued to the Resulting
Issuer in respect of its operations in California.
24
The United States Attorney for the Southern District of California. (2018 February 5). Meet the U.S.
Attorney, United States Attorney, Adam L. Braverman. Retrieved from https://www.justice.gov/usao-
sdca/meet-us-attorney.
- 49 -
Expiration/Renewal
Holding Date (if applicable)
Permit/License City Description
Entity
(MM/DD/YY)
M11-18-0000061- Oakland, Adult-Use and Medicinal Type

10/29/18(1)
Temp CA 11 Distributor License(2)
Herban
C11-18-0000024- Santa Medicinal Type 11 Distributor
Industries 10/20/18(1)
Temp Rosa, CA License
CA, LLC
dba Rise Oakland, Adult-Use and Medicinal Type
Logistics CA 6 (Non-Volatile Solvent
CDPH-T 00000783 09/24/18(1)
Extraction) Manufacturer
License(3)
Notes:
1. The Resulting Issuer is currently working with Vicente Sederberg LLC to renew its licenses.
2. A Type 11 Distribution License is a broader license that allows the holder to store product, whereas Type 13
would only allow the holder to transport the product.
3. A Type 6 Manufacturing License allows for extraction using a mechanical method or non-volatile solvent (ex:
CO2, ethanol, water, or food-grade dry ice, cooking oils or butter), whereas a Type 7 Manufacturing License
allows for extraction using a volatile solvent (ex: butane, propane and hexane).
California state and local licenses are renewed annually. Each year, licensees are required to
submit a renewal application per guidelines published by BCC. While renewals are annual,
there is no ultimate expiry after which no renewals are permitted. Additionally, in respect of the
renewal process, provided that the requisite renewal fees are paid, the renewal application is
submitted in a timely manner, and there are no material violations noted against the applicable
license, the Resulting Issuer would expect to receive the applicable renewed license in the
ordinary course of business. While the Resulting Issuer’s compliance controls have been
developed to mitigate the risk of any material violations of a license arising, there is no
assurance that the Resulting Issuer’s licenses will be renewed in the future in a timely manner.
Any unexpected delays or costs associated with the licensing renewal process could impede the
ongoing or planned operations of the Resulting Issuer and have a material adverse effect on the
Resulting Issuer’s business, financial condition, results of operations or prospects.
License and Regulations
The Adult-Use Retailer licenses permit the sale of cannabis and cannabis products to any
individual age 21 years of age or older who does not possess a physician’s recommendation.
Under the terms of such licenses that it holds, the Resulting Issuer is permitted to sell adult-use
cannabis and cannabis products provided that the customer presents a valid government-issued
photo identification. The Resulting Issuer maintains an open and collaborative relationship with
the BCC and city level cannabis regulators.
The Medicinal Retailer licenses permit the sale of medicinal cannabis and cannabis products for
use pursuant to the CUA, found at Section 11362.5 of the Health and Safety Code, by a
medicinal cannabis patient in California who possesses a physician’s recommendation. Only
certified physicians may provide medicinal marijuana recommendations. The Resulting Issuer
maintains an open and collaborative relationship with the BCC and city level cannabis
regulators.
- 50 -
The Adult-Use and Medicinal Cultivation licenses, which have been granted to the Resulting
Issuer permit cannabis cultivation activity which means any activity involving the planting,
growing, harvesting, drying, curing, grading or trimming of cannabis. Such licenses further
permit the production of a limited number of non-manufactured cannabis products and the sales
of cannabis to certain licensed entities within the state of California for resale or manufacturing
purposes.
The Adult-Use and Medicinal Distribution licenses permit cannabis related distribution activity
which means the procurement, sale, and transportation of cannabis and cannabis products
between licensed entities. Distribution activity is permissible to and from the Resulting Issuer
and certain non-Resulting Issuer licensees.
In the state of California, only cannabis that is grown in the state can be sold in the state.
Although California’s framework does not require that all retailers must also cultivate and
process all of their own cannabis sold at retail (commonly referred to as a vertically integrated
system), the Resulting Issuer is vertically integrated and has the capabilities to process and
sell/dispense/deliver cannabis and cannabis products. The state also allows the Resulting
Issuer to make wholesale purchase of cannabis from, or a distribution of cannabis and cannabis
product to, another licensed entity within the state.
Reporting Requirements
The state of California has selected Franwell Inc.’s METRC solution (“METRC”) as the state’s
track-and-trace (“T&T”) system used to track commercial cannabis activity and movement
across the distribution chain (“seed-to-sale”). The METRC system is in the process of being
implemented state-wide but has not been released. When operational, the system will allow for
other third-party system integration via application programming interfaces (“API”). The
Resulting Issuer currently utilizes an electronic T&T system independent of METRC that will
integrate with METRC via API. T&T currently captures required data points for cultivation,
distribution and retail as stipulated in BCC regulations. Certain processes remain manual, with
proper control and oversight, in anticipation of METRC and greater integration of processes.
Storage and Security
To ensure the safety and security of cannabis business premises and to maintain adequate
controls against the diversion, theft, and loss of cannabis or cannabis products, the Resulting
Issuer is required to do the following:
1) maintain a fully operational security alarm system;
2) contract for security guard services;
3) maintain a video surveillance system that records continuously 24 hours a day;
4) ensure that the facility’s outdoor premises have sufficient lighting;
5) not dispense from its premises outside of permissible hours of operation;
6) store cannabis and cannabis product only in areas per the premises diagram
submitted to the state of California during the licensing process;
- 51 -
7) store all cannabis and cannabis products in a secured, locked room or a vault;
8) report to local law enforcement within 24 hours after being notified or becoming
aware of the theft, diversion, or loss of cannabis; and
9) to ensure the safe transport of cannabis and cannabis products between licensed
facilities, maintain a delivery manifest in any vehicle transporting cannabis and
cannabis products. Only vehicles registered with the BCC, that meet BCC
distribution requirements, are to be used to transport cannabis and cannabis
products.
California Compliance Summary

As of the date hereof, the Resulting Issuer and its subsidiaries are in full compliance with
California law. The Resulting Issuer maintains several layers of compliance and internal checks
and balances in order to ensure ongoing compliance with California law.
Compliance Team: While the executive management and operational management team
members are well versed on the most current cannabis regulations, we also leverage outside
counsel and consultants as resources for the development of standard operating procedures
and answer day-to-day questions as they come up.
Our primary counsel for California regulation and licensing is Vicente Sederberg LLC, one of the
most respected and notable law firms for the cannabis industry. For the development of our
contract with supply chain partners, we also work closely with Hinman & Carmichael LLP, a
leading law firm in beverage law for more than 25 years and for the past several years as a
trusted firm for the cannabis industry as well.
For the development of operating procedures and ongoing day-to-day compliance questions, we
primarily depend on our Director of Compliance, Andy Shelley. Mr. Shelley is a former Law
Enforcement Officer, Crime Scene Investigator and Oregon State Marijuana Inspector. He was
one of the first marijuana compliance inspectors hired by the state of Oregon and has personally
inspected and licensed over 300 locations. Andy is also the owner of CannXperts, which
oversees the compliance needs of approximately 25 other licensees in the state. The Director of
Compliance is responsible for documenting all operating procedures and keeping them up to
date, and is responsible for auditing each position in the company to ensure these procedures
are being followed and all documentation properly maintained. Additionally, he is responsible for
evaluating each department for training opportunities, and scheduling and facilitating trainings
as needed. The company also works with a compliance consultant, Lauren Fraser. Ms. Fraser is
also the Executive Director for the Cannabis Distribution Association. She has been a key
stakeholder in California cannabis policy since May 2015.
The Director of Compliance performs regular inspections at the licensed facilities in order to
identify risks and to insure all employees and facilities are compliant with California laws and
rules. Each location is subject to inspection by the state at any time, without warning. Therefore,
surveillance equipment, security, product storage and products themselves must be compliant
at all times. Inventories are routinely performed on all products to ensure quantities match those
reported to the state’s cannabis tracking system. Product labeling is also scrutinized to ensure
that all products meet the strict packaging and labeling requirements for each state.
We maintain a Client Services Team with over six full-time personnel and growing. This team
serves as the primary points of contact between licensed producer clients and the internal
- 52 -
operational team. As that bridge, it is important that this team also be well versed on cannabis
regulations. This team has direct access to our compliance officers for in
in-the-moment
moment questions,
que
maintains a database of responses to commonly asked questions, and receives regular
compliance training.
Our Product Safety Manager is responsible for ensuring all product flowing through our
distribution network undergoes mandatory state lab test ing procedures before entering the
commercial market. Additionally, a dedicated Track and Trace Administrator maintains a chain
of custody on all products.
Our three-person
person Accounting Team is responsible for, among several duties, ensuring all
cultivation and excise taxes are collected and remitted to the Department of Tax and Fee
Administration and that all cannabis transactions are properly accounted for.
Compliance Technology Systems: Our custom developed technology platform tracks and
maintains a databasebase of every movement of product flowing into or out of our distribution
network, and internally between facilities. The system safeguards the company by limiting pick -
ups and deliveries to only addresses of licensed facilities, pulling licensee data dire ctly from the
agencies’ approved license databases. Our drivers, for example, can never be routed to a non -
licensed premise as the system would recognize this as not matching an approved state
licensed facility. Furthermore, the technology time
time-stamps each transaction and tracks the user
who initiated the movement.
To illustrate the process flow, please find the illustration below:
Each step in the workflow diagram is accompanied by a series of physical processes and
technology enabled procedures. Each vvertical
ertical column represents a department or division within
the organization’s warehouse and transportation operations
operations.
Our law firm, Vicente Sederberg, has launched a compliance platform called Simplifya, which
provides three core compliance functions: a) d documented
ocumented standard operating procedures up-to-
up
date with latest state and local regulations, b) learning management system for initiating regular
or ad hoc training for specific employees on specific regulation tests most relevant to their
position, and c) document storage for all compliance documentation. The company is in the
- 53 -
process of on boarding this new tool, which will become the basis for our companywide
compliance and quality management system of record. Maintaining this system will be the
responsibility of the incoming Compliance Manager.
Nevada
Regulatory Landscape
Nevada has a medical marijuana program and passed adult-use legalization through the ballot
box in November 2016. Previously, in 2000, Nevada voters passed a medical marijuana
initiative allowing physicians to recommend cannabis for an inclusive set of qualifying conditions
including chronic pain, and created a limited non-commercial medical marijuana
patient/caregiver system. Senate Bill 374, which was passed by the state legislature and signed
by the Governor in 2013, expanded this program and established a for-profit regulated medical
marijuana industry in Nevada.
The Nevada Division of Public and Behavioral Health licensed medical marijuana
establishments up until July 1, 2017 when the state’s medical marijuana program merged with
adult-use marijuana enforcement under the Nevada Department of Taxation. In 2014, Nevada
accepted medical marijuana business applications and a few months later the Division approved
182 cultivation licenses, 118 licenses for the production of edibles and infused products, 17
independent testing laboratories, and 55 medical marijuana dispensary licenses. The number
of dispensary licenses was then increased to 66 by legislative action in 2015. The application
process is merit-based and competitive, and is currently closed. Residency is not required to
own or invest in a Nevada medical cannabis business. In addition, vertical integration is neither
required nor prohibited. Nevada’s medical law includes patient reciprocity, which permits
medical patients from other states to purchase marijuana from Nevada dispensaries. Nevada
also allows for dispensaries to deliver medical marijuana to patients.
After merging medical and adult-use marijuana regulation and enforcement, the single
regulatory agency became the “Marijuana Enforcement Division of the Department of Taxation.”
Under Nevada’s adult-use marijuana law, the Department of Taxation licenses marijuana
cultivation facilities, product manufacturing facilities, distributors, retail stores and testing
facilities. Retail marijuana licenses are issued within each county and unincorporated area
proportionally based on the population of each jurisdiction. As of August 16, 2018 Nevada has
64 licenses yet to be allocated. The next application period for recreational licenses opens on
October 30, 2018 at 8:00AM and closes on November 13, 2018 at 5:00PM. Currently, only
medical marijuana establishments that hold a registration certificate(s) or ones that hold a
provisional registration certificate(s) may apply. Any medical marijuana establishment that
currently holds a retail marijuana license is not permitted to apply. In November 2018, the
Department of Taxation may, but is not required, to open up the application process to those not
holding a medical marijuana establishment certificate. There are currently at least 24 licensed
distributors that are medical marijuana establishments and at least six licensed distributors that
are liquor distributors.
In the summer of 2017, the Department of Taxation began issuing “early start” recreational
marijuana establishment licenses. These licenses expired at the end of 2017 but marijuana
establishments holding both a retail marijuana store and dispensary license were allowed to sell
their existing medical marijuana inventory as either medical or adult-use marijuana. In January
2018, the Nevada Department of Taxation approved permanent regulations to govern the
industry. The adopted regulations included 66 new licenses and allowed for home delivery.
- 54 -
Additionally, the new regulations included information on how the Department of Taxation will
rank competing applications and break any ties. Included in the tiebreaking calculation will be,
among other things, an applicant’s (including owners, officers, or board members): (1) prior
business experience that is applicable to the marijuana establishment; and (2) amount of taxes
paid or philanthropic involvement within the state.
Currently, The Department of Taxation has approved 62 Dispensaries, 121 Cultivation licenses,
84 Production licenses, and 10 laboratory licenses. The issue of allowing social use faculties to
operate is gaining some traction within the state and is expected to be taken up by the
legislature in 2019. Medical and adult-use marijuana incurs a 15% excise tax on the first
wholesale sale (calculated on the fair market value) and adult-use cannabis incurs and
additional 10% special retail marijuana sales tax in addition to any general state and local sales
and use taxes.
Although Dayle Elieson, U.S. Attorney for the District of Nevada, has been relatively quiet on the
issue of marijuana enforcement priorities,25 Nevada’s Governor, Brian Sandoval, stated in
January 2018 that he would like to see Nevada’s U.S. Attorney take the same approach as
Colorado’s U.S. Attorney by not enforcing federal laws against the legalized industry in the
state.26 In February 2018, Nevada’s Attorney General Adam Laxalt stated, “I don’t really see a
scenario where a U.S. Attorney is actually going to go down and shutdown recreational
marijuana or legalized facilities that are recognized by the state.”27 Laxalt also added in regard
to the ballot initiative to legalize recreational marijuana, “While I was opposed to the ballot
initiative, I have done exactly what I promised… If voters want this, we’re going to do our job
and support it.” Sandoval and Laxalt have each had meetings with Elieson.28 After his meeting,
Sandoval would not disclose what was discussed but said, “There’s going to be a continuing
dialogue with the U.S. Attorney’s office.” U.S. Senator Catherine Cortez Masto also met with
Elieson, calling it a “positive conversation” in which Cortez Masto encouraged Elieson to
“respect the spirit of the [Cole Memo].”29
New Jersey
New Jersey Regulatory Landscape
Presently, New Jersey has a medical marijuana program (which it refers to as the “Medicinal
Marijuana Program” or “MMP”), but not a recreational marijuana program. In January 2010,
25
Dehaven, James and Kane, Jenny. (2018 January 12). With pot shops’ fate in their hands, Nevada’s
new U.S. Attorney remains mum on marijuana. Retrieved from
https://www.rgj.com/story/news/politics/2018/01/12/pot-shops-fate-her-hands-nevadas-new-u-s-attorney-
remains-mum-marijuana/1029001001/.
26
Marroquin, Art. (2018, January 8). Sandoval wants Nevada to follow Colorado plan on marijuana
Retrieved from https://www.reviewjournal.com/news/pot-news/sandoval-wants-nevada-to-follow-colorado-
plan-on-marijuana/.
27
Joecks, Victor. (2018 February 7). Laxalt talks education, Medicaid work requirements and what’s next
for marijuana in Nevada. Retrieved from https://www.reviewjournal.com/opinion/opinion-columns/victor-
joecks/laxalt-talks-education-medicaid-work-requirements-and-whats-next-for-marijuana-in-nevada/.
28
Rindels, Michelle. (2018 March 6). Sandoval, Laxalt meet with new U.S. attorney, but won’t say how
conversations about marijuana went. Retrieved from https://thenevadaindependent.com/article/sandoval-
laxalt-meet-with-new-u-s-attorney-but-wont-say-how-conversations-about-marijuana-went.
29
Sanchez, Humberto. (2018 March 22). Cortez Masto urged hands-off approach to marijuana with
Nevada U.S. attorney in February. Retrieved from https://thenevadaindependent.com/article/cortez-
masto-urged-hands-off-approach-to-marijuana-with-nevada-u-s-attorney-in-february.
- 55 -
New Jersey’s then-Governor Jon Corzine signed into law the Compassionate Use Medical
Marijuana Act (“CUMMA”), P.L. 2009, c. 307, codified at N.J.S.A. 24:6I-1 et seq. CUMMA
includes a list of qualifying debilitating medical conditions for which a physician can recommend
medical marijuana as a treatment option for patients, and also a mechanism for the state
agency overseeing the medical program – which, until 2012 was the Department of Health and
Senior Services, and since 2012, has been the Department of Health (collectively referred to
herein as the “Department”) – to approve the addition of other qualifying medical conditions as
necessary.
CUMMA also created a framework for the Department’s licensing of medical marijuana
alternative treatment centers (“ATC”), which are vertically-integrated cultivation, processing, and
dispensing entities authorized to provide usable medical marijuana to qualifying patients. Under
CUMMA, the first six ATCs licensed (two each in the southern, central, and northern regions)
were required to be non-profit entities, with patients only allowed to register at one ATC.
On November 23, 2011 the Department adopted a set of regulations at N.J.A.C. 8:64, known as
the “Medicinal Marijuana Program Rules,” which became effective on December 19, 2011 (the
“Final Rules”). Under the Final Rules, the Department clarified that ATCs can separate
cultivation and dispensing operations by using up to two locations (as long as they are in the
same region), stated that the maximum THC content in the marijuana dispensed was limited to
ten percent, permitted cultivation of no more than three strains of marijuana per ATC, and
allowed marijuana to be dispensed in dried form, oral lozenges and topical formulations. In
January 2011, the Department issued a Request for Applications for the first six non-profit ATCs
in the state – two each in the southern, central, and northern regions. In March 2011, the
Department announced the six ATC applicants selected. The first ATC opened in December
2012. As of October 12, 2018, there were still just six operational ATCs. The original six ATCs
were required to be non-profit entities.
In 2013, CUMMA was amended by P.L. 2013, c. 160 (the “2013 CUMMA Amendment”), which,
among other things, allowed ATCs to cultivate an unlimited number of strains and to “dispense
marijuana to qualifying patients in dried form, oral lozenges, topical formulations, or edible form,
or any other form as authorized by the commissioner.” However, the 2013 CUMMA
Amendment restricted access to edibles to only qualifying patients who are minors, as the
legislature viewed edibles as a useful treatment delivery option for younger patients who may
not be comfortable consuming marijuana in other forms.
Though New Jersey’s MMP expanded incrementally from 2010 to 2018 under former Governor
Chris Christie, on January 23, 2018, one week after being sworn in, current Governor Phil
Murphy issued Executive Order #6, which mandated a review of all aspects of the MMP. On
March 23, 2018, the Department released a report in response to Executive Order #6 that laid
out a list of Department action items, regulatory action items, statutory recommendations, and
additional considerations aimed at improving and expanding the MMP. Some of the
recommendations included the elimination of the ten percent limit on THC in marijuana
dispensed to patients, allowing patients to register at more than one ATC, and the removal of
the non-profit requirement for the original six ATCs.
With the Final Rules set to expire on December 19, 2018, the Department released proposed
rules in June 2018 (the “Proposed Rules”), which effectively extended the expiration date of the
Final Rules 180 days until June 17, 2019. The final date for submission of written comments on
the Proposed Rules was August 17, 2018. The Proposed Rules included, among other things,
- 56 -
the addition of Department-approved debilitating medical conditions and elimination of the ten
percent THC limit in marijuana dispensed at ATCs.
Additionally, in the summer of 2018, while the Proposed Rules were open for public comment,
the Department held a competitive application process for the licensing of six more ATCs in the
state, again with two in each region (southern, central, and northern). The applications were due
on August 31, 2018. The Department received 146 applications for the six new ATC licenses
and had originally expected to release the results on November 1, 2018, but recently stated that
it needs more time to complete its review and make selections.30 During the application process,
the Department indicated to applicants that it was considering taking steps to allow marijuana to
be dispensed in other forms beyond those currently allowed under the Final Rules.
Former Governor Christie, who was once the U.S. Attorney for the District of New Jersey, has
been a vocal critic of state-regulated recreational marijuana programs. As recently as May
2017, Christie, while still Governor, called supporters of recreational marijuana legalization
“crazy liberals” willing to “poison our kids” for tax revenue.31 Contrastingly, Governor Murphy
has not only pushed to expand the medical marijuana program, but has also been a consistent
and outspoken proponent of legalizing and regulating recreational marijuana in the state.
Governor Murphy has stated that he is “committed to working with [the state legislature] to get
[legislation legalizing and taxing recreational marijuana] passed this year.”32 Though there is no
assurance it will pass, State Senate President Stephen Sweeney recently said that he expected
to see the legislature vote on a bill legalizing recreational marijuana on October 29, 2018.33
Additionally, Craig Carpenito, the current U.S. Attorney for the District of New Jersey, has been
somewhat vague in his limited comments regarding how he will prioritize the enforcement of
federal marijuana laws. For example, in January 2018, Carpenito issued the following
statement: "As was the case before and after the Cole Memo, the cultivation, distribution, and
possession of marijuana continues to be generally prohibited by the Controlled Substances Act.
We will use our prosecutorial discretion in evaluating all cases and making determinations as
we do with all controlled substance cases." This statement does not offer much insight into the
risk of federal enforcement if New Jersey were to legalize recreational marijuana in the near
future.
30
State of New Jersey Department of Health. (2018 October 15). Update on Expansion of Medicinal
Marijuana Program. Retrieved from https://www.nj.gov/health/medicalmarijuana/alt-treatment-
centers/applications.shtml.
31
Hutchins, Ryan. (2017 May 1). Christie: ‘Crazy liberals’ want to ‘poison our kids’ with marijuana.
Retrieved from https://www.politico.com/states/new-jersey/story/2017/05/01/christie-crazy-liberals-want-
to-poison-our-kids-with-marijuana-111695.
32
Johnson, Brent and Livio, Susan K. (2018 March 13). Phil Murphy wants legal weed law in N.J. by end
of year. Retrieved from
https://www.nj.com/marijuana/2018/03/murphy_wants_legal_weed_in_nj_by_end_of_year.html.
33
Johnson, Brent. (2018 September 27). A vote for legal weed in N.J. coming on this day, top lawmaker
says. Retrieved from
https://www.nj.com/marijuana/2018/09/a_vote_for_legal_weed_in_nj_could_come_on_this_day.html.
- 57 -
Oregon
Oregon Regulatory Landscape
Oregon has both medical and adult-use marijuana programs. In 1998, Oregon voters passed a
limited non-commercial patient/caregiver medical marijuana law with an inclusive set of
qualifying conditions that include chronic pain. In 2013, the legislature passed, and governor
signed, House Bill 3460 to create a regulatory structure for existing unlicensed medical
marijuana businesses. However, the original regulations created by the Oregon Health Authority
after the passage of House Bill 3460 were minimal and only regulated storefront dispensaries,
leaving cultivators and infused-product manufacturers within the unregulated patient/caregiver
system.
On June 30, 2015, Governor Kate Brown signed House Bill 3400 into law, which improved on
the existing regulatory structure for medical marijuana businesses and created a licensing
process for cultivators and processors. In November of 2014, Oregon voters passed Measure
91, “Control, Regulation, and Taxation of Marijuana and Industrial Hemp Act”, creating a
regulatory system for individuals 21 years of age and older to purchase marijuana for personal
use from licensed marijuana businesses.
The Oregon Health Authority licenses and regulates medical marijuana businesses and the
OLCC licenses and regulates adult-use marijuana businesses. There are six distinct types of
license types are available for medical and adult-use businesses: cultivation, manufacturing
(“processing”), wholesaling, dispensing, testing and research. Vertical integration between
cultivation, processing, and sales is permissible, but not required, for both medical and adult-
use.
The law does not impose a limit on the number of licenses and applications are currently being
accepted for both medical and adult-use businesses on a rolling basis. Local governments may
restrict the number of both medical or adult-use marijuana businesses. Laws passed during the
2016 legislative session removed the two-year residency requirement that existed within House
Bill 3400.
On May 18, 2018, Billy J. Williams, U.S. Attorney for the District of Oregon, issued a
memorandum outlining his office’s enforcement priorities related to marijuana.34 Williams listed
the following primary enforcement priorities in the memorandum: (1) overproduction and
interstate trafficking; (2) protecting Oregon’s children; (3) violence, firearms, or other public
safety threats; (4) organized crime; and (5) protecting federal lands, natural resources, and
Oregon’s environment. As to overproduction in particular, Williams stated, “there can be no
doubt that there is significant overproduction of marijuana in Oregon[, and a]s a result, a thriving
black market is exporting marijuana across the country, including to states that have not
legalized marijuana under their state laws.” He also made clear that he “will not make broad
proclamations of blanket immunity from prosecution to those who violate federal law,” but added
that his “office’s resources are finite” and that they “must use appropriate discretion before
prosecuting any federal case.” He went on to explain that his office will explore the use of civil
law enforcement mechanisms, coordinate closely with partners in state, tribal, and local
34
The United States Attorney for the District of Oregon. (2018 May 18). Priorities in Enforcement of
Federal Laws Involving Marijuana in the District of Oregon. Retrieved from
http://media.oregonlive.com/marijuana/other/2018/05/18/USAOR-
Marijuana%20Enforcement%20Priorities-Final%20(1).pdf.
- 58 -
governments around the state, and “focus enforcement efforts on federal violations implicating
one or more of the priority elements of this [memorandum].” Williams has told Oregon Governor
Kate Brown’s senior policy advisor that he would like to see limits on licenses for marijuana
producers and retailers.35
In June 1999, the White House Office of National Drug Control Policy created the Oregon-Idaho
High Intensity Drug Trafficking Area program (“HIDTA”) to “facilitate, support and enhance
collaborative drug control efforts among law enforcement agencies and community-based
organizations; thus significantly reducing the impacts of illegal trafficking and use of drugs
throughout Oregon and Idaho.”36 In August 2018, HIDTA released a report entitled “An Initial
Assessment of Cannabis in Oregon.” In response to this report’s findings, U.S. Attorney
Williams issued the following statement:
The recent HIDTA Insight Report on marijuana production, distribution, and consumption in
Oregon confirms what we already know—it is out of control. The industry’s considerable and
negative impacts on land use, water, and underage consumption must be addressed
immediately. State officials should respond quickly and in a comprehensive manner to
address the many concerns raised by this assessment. To date, we’ve seen insufficient
progress from our state officials. We are alarmed by revelations from industry
representatives, landowners, and law enforcement partners describing the insufficient and
underfunded regulatory and enforcement structure governing both recreational and medical
use. A weakly-regulated industry will continue to detract from the livability and health of
communities throughout the state.
What is often lost in this discussion is the link between marijuana and serious, interstate
criminal activity. Overproduction is rampant and the illegal transport of product out of state—
a violation of both state and federal law—continues unchecked. My ask continues to be for
transparency, responsible regulation, adequate funding, and a willingness to work together.
It’s time for the state to wake up, slow down, and address these issues in a responsible and
thoughtful manner.37
In late August 2018, federal prosecutors made six arrests related to marijuana allegedly being
trafficked from Oregon to Florida, Texas, and Virginia.38 Those arrested were not affiliated with
licensed recreational or medical programs in Oregon. In response to these arrests, Williams
said, “These cases provide clear evidence of what I have repeatedly raised concerns over:
Oregon’s marijuana industry is attracting organized criminal networks looking to capitalize on
the state’s relaxed regulatory environment.”
35
Crombie, Noelle. (2018 May 18). Feds will target marijuana black market, overproduction in Oregon.
Retrieved from
https://www.oregonlive.com/marijuana/index.ssf/2018/05/black_market_overproduction_am.html.
36
Oregon-Idaho High Intensity Drug Trafficking Area Program Overview. Retrieved from
http://oridhidta.org/.
37
The United States Attorney for the District of Oregon. (2018 August 2). U.S. Attorney Statement on
Release of 2018 HIDTA Marijuana Insight Report. Retrieved from https://www.justice.gov/usao-or/pr/us-
attorney-statement-release-2018-hidta-marijuana-insight-report.
38
Flaccus, Gillian. (2018 August 29). 6 arrests in pot trafficking case. Retrieved from
https://www.bendbulletin.com/localstate/6483494-151/6-arrests-in-pot-trafficking-case.
- 59 -
Licenses
Expiration/Renewal Date (if

Holding Entity Permit/License City applicable) Description
(MM/DD/YY)
Herban No.020 Fall Creek, Recreational

08/16/19
Industries 1011442A893 OR Producer
OR LLC dba
No. 060 Eugene, Recreational
Winberry 08/16/19
Farms 1011452FFD4 OR Wholesaler
Regulator Management and Reporting Requirements

The state of Oregon has selected Franwell Inc.’s METRC system as the state’s T&T system
used to track commercial cannabis activity and movement across the distribution chain. The
system allows for third-party system integrations via API. The Resulting Issuer currently utilizes
an electronic T&T system independent of METRC that integrates with METRC via API. T&T
currently captures required data points for cultivation, distribution and retail as stipulated in
OLCC regulations. Certain processes remain manual, with proper control and oversight, in
anticipation of greater integration of processes within METRC.
Storage, Security and Compliance
To ensure the safety and security of cannabis business premises and to maintain adequate
controls against the diversion, theft, and loss of cannabis or cannabis products, the Resulting
Issuer is required to do the following:
1) maintain a fully operational security alarm system;
2) contract for security guard services;
3) maintain a video surveillance system that records continuously 24 hours a day;
4) ensure that the facility’s outdoor premises have sufficient lighting;
5) not dispense from its premises outside of permissible hours of operation;
6) store cannabis and cannabis product only in areas per the premises diagram
submitted to the state of Oregon during the licensing process;
7) store all cannabis and cannabis products in a secured, locked room or a vault;
8) report to local law enforcement within 24 hours after being notified or becoming
aware of the theft, diversion, or loss of cannabis; and
9) to ensure the safe transport of cannabis and cannabis products between licensed
facilities, maintain a delivery manifest in any vehicle transporting cannabis and
cannabis products.
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Oregon Compliance Summary
As of the date hereof, the Resulting Issuer is in full compliance with Oregon law. The Resulting
Issuer maintains several layers of compliance and internal checks and balances in order to
ensure ongoing compliance with Oregon law.
Compliance Team: While the executive management and operational management team
members are well versed on the most current cannabis regulations, we also leverage outside
counsel and consultants as resources for the development of standard operating procedures
and answer day-to-day questions as they come up.
Our primary counsel for Oregon regulation and licensing is Vicente Sederberg LLC, one of the
most respected and notable law firms for the cannabis industry. For the development of our
contract with supply chain partners, we also work closely with Hinman & Carmichael LLP, a
leading law firm in beverage law for more than 25 years and for the past several years as a
trusted firm for the cannabis industry as well.
For the development of operating procedures and ongoing day-to-day compliance questions, we
primarily depend on our Director of Compliance, Andy Shelley. Mr. Shelley is a former Law
Enforcement Officer, Crime Scene Investigator and Oregon State Marijuana Inspector. He was
one of the first marijuana compliance inspectors hired by the state of Oregon and has personally
inspected and licensed over 300 locations. Andy is also the owner of CannXperts, which
oversees the compliance needs of approximately 25 other licensees in the state. The Director of
Compliance is responsible for documenting all operating procedures and keeping them up to
date, and is responsible for auditing each position in the company to ensure these procedures
are being followed and all documentation properly maintained. Additionally, he is responsible for
evaluating each department for training opportunities, and scheduling and facilitating trainings
as needed. The company also works with a compliance consultant, Lauren Fraser. Ms. Fraser is
also the Executive Director for the Cannabis Distribution Association. She has been a key
stakeholder in California cannabis policy since May 2015.
The Director of Compliance performs regular inspections at the licensed facilities in order to
identify risks and to insure all employees and facilities are compliant with Oregon laws and
rules. Each location is subject to inspection by the state at any time, without warning. Therefore,
surveillance equipment, security, product storage and products themselves must be compliant
at all times. Inventories are routinely performed on all products to ensure quantities match those
reported to the state’s cannabis tracking system. Product labeling is also scrutinized to ensure
that all products meet the strict packaging and labeling requirements for each state.
We maintain a Client Services Team with over six full-time personnel and growing. This team
serves as the primary points of contact between licensed producer clients and the internal
operational team. As that bridge, it is important that this team also be well versed on cannabis
regulations. This team has direct access to our compliance officers for in-the-moment questions,
maintains a database of responses to commonly asked questions, and receives regular
compliance training.
Our Product Safety Manager is responsible for ensuring all product flowing through our
distribution network undergoes mandatory state lab testing procedures before entering the
commercial market. Additionally, a dedicated Track and Trace Administrator maintains a chain
of custody on all products.
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Our three-person
person Accounting Team is responsible for, among several duties, ens uring all
cultivation and excise taxes are collected and remitted to the Department of Tax and Fee
Administration and that all cannabis transactions are properly accounted for.
Compliance Technology Systems and Inspection of Pick Pick-Up and Delivery Facilities: Our custom
developed technology platform tracks and maintains a database of every movement of product
flowing into or out of our distribution network, and internally between facilities. The system
safeguards the company by limiting pick pick-ups and deliverieses to only addresses of licensed
facilities, pulling licensee data directly from the agencies’ approved license databases. Our
drivers, for example, can never be routed to a non non-licensed
licensed premise as the system would
recognize this as not matching an approve
approved d state licensed facility. Furthermore, the technology
time-stamps
stamps each transaction and tracks the user who initiated the movement.
To illustrate the process flow, please find the illustration below:
Each step in the workflow diagram is accompanied by a s eries of physical processes and
technology enabled procedures. Each vertical column represents a department or division within
the organization’s warehouse and transportation operations.
Our law firm, Vicente Sederberg, has launched a compliance platform c alled Simplifya, which
provides three core compliance functions: a) documented standard operating procedures up -to-
date with latest state and local regulations, b) learning management system for initiating regular
or ad hoc training for specific employees on specific regulation tests most relevant to their
position, and c) document storage for all compliance documentation. The company is in the
process of on boarding this new tool, which will become the basis for our companywide
compliance and quality management ement system of record. Maintaining this system will be the
responsibility of the incoming Compliance Manager.
- 62 -
Compliance Program
The Resulting Issuer has placed a high priority on compliance. Compliance procedures are
interwoven into all phases of company operations to include revenue, employee on-boarding,
training and auditing. The Resulting Issuer’s compliance program has been implemented in both
California and Oregon, and will be similarly implemented in Nevada and New Jersey assuming
its operations commence in each state as set out herein, respectively. An ongoing review of
compliance requirements takes place and has resulted in the following policies and procedures
which are summarized below:
Operational, Employee Training and Onboarding
Two on site employees work directly with the Compliance Manager to ensure that compliance
procedures are followed within the organization. The Compliance Manager has overall
responsibility for local operations and works with the operations team to ensure that compliance
procedures are correctly applied and implemented. The Product Safety Manager is assigned to
screen all incoming products for state compliance labeling and warnings. The Safety Manager
also monitors the laboratory testing requirements and ensures that all product transferred into
the Resulting Issuer facility meets the applicable compliance testing and safety standards.
All employees are required to participate in periodic compliance reviews to maintain a current
knowledge of the regulations they must follow. In addition, time is allotted for employee training
during the company all hands meetings, and employees are trained in regulations that pertain to
the operating regulations within the state they operate. After the training, a review period occurs
where employees may familiarize themselves with the regulations covered in the training. As a
means of emphasizing the importance of compliance to employees, each is then required to sit
for a short exam that requires them to cite the relevant regulation in their answers. The resultant
score is used to determine which employees if any, need remedial education on the subject
matter.
Additional training highlights the importance of proper conduct and the regulatory knowledge
expected of every employee. Compliance, personal integrity and personal responsibility are
stressed as a means of measuring each individual’s performance.
Inspection of Downstream Retail Facilities
The controlling regulations in both Oregon and California require that the sale of cannabis
products can only be between licensees except for a retailer who can sell direct to a consumer.
However, California and Oregon approach how to maintain compliance with this rule differently.
In Oregon, all sales and transfers are entered into the Marijuana Enforcement Tracking
Reporting Compliance system (“METRC”). Each current and valid licensee is assigned an
account on METRC. METRC is monitored by the Oregon Liquor Control Commission (OLCC),
the state agency appointed to oversee cannabis compliance. When the OLCC revokes a license
or when a license expires, the licensee’s METRC account immediately becomes inactive. Once
a licensees account is inactive, the licensee can no longer conduct cannabis sales or transfers
in the state.
In California, compliance procedures have been in place since January 1, 2018, the beginning
of the current licensing scheme in California, to ensure that all the Resulting Issuer’s retail
customer maintains a current state license. Before a product is ordered and delivered to a
- 63 -
retailer, a Resulting Issuer representative requests a copy of the license and verifies the
licensee is active through the Bureau of Cannabis Control portal. A copy of the license and
expiration date is kept on file in the Resulting Issuer’s sales software and continuously
monitored.
Legislative Advocacy
The cannabis industry in the United States is complex. There are commonly 2 to 3 levels of
regulatory oversight with some markets having more. It is important to understand how local,
county, state and even federal prohibition laws relate to each other to safely and compliantly
conduct business in legal markets. The complexity of each market is highly dependent on local
political support as well as state lawmaker’s initiatives that are tied to federal lawmakers
attempting to remove cannabis as a Schedule 1 drug. It is imperative that the Resulting Issuer
leads the conversation at every possible level of regulatory oversight to enable safe and
compliant expansion. Navigating this regulatory maze is a strategic and competitive advantage
and places the Resulting Issuer in a leadership position. Having regulators consult with the
Resulting Issuer leadership in new markets, allows for best business practices implemented and
written into law, maximizing value creation.
The Resulting Issuer has deployed a team of seasoned professionals, enlisted from highly
regulated industries with decades of experience, to engage the complex, highly regulated
cannabis industry. This team is also comprised of current and past public officials that are well
versed in public policy and regulatory demands. This team is responsible for relationships at all
regulatory levels, providing appointed and elected officials access to the Resulting Issuer’s
thought leadership, especially during the adoption and creation of new and expanding laws. The
Resulting Issuer sees the effort in creating and maintaining these relationships as an important
business advantage.
4.2 Asset Backed Securities

The Resulting Issuer does not have any asset-backed securities.
4.3 Companies with Mineral Projects

The Resulting Issuer does not own any material mineral projects.
4.4 Companies with Oil and Gas Operations

The Resulting Issuer does not have oil and gas operations.
5. SELECTED CONSOLIDATED FINANCIAL INFORMATION

5.1 Annual Information
The following table provides a brief summary of pro-forma financial information of the Resulting
Issuer as at June 30, 2018. See “Appendix I – Pro Forma Balance Sheet of the Resulting
Issuer”.
- 64 -
- 65 -
Quarterly Information
The following table sets out selected historical financial information of Sixonine for each of the
eight most recently completed quarters ending at June 30, 2018:
June 30, Mar. 31, Dec. 31, Sept. 30, June 30, Mar. 31, Dec 31, Sept. 30,
2018 2018 2017 2017 2017 2017 2016 2016
($) ($) ($) ($) ($) ($) ($) ($)
Net sales or total

Nil Nil Nil Nil Nil Nil Nil Nil
revenues
Income (loss)
from continuing (40,811) (18,292) (102,326) (39,706) (71,814) (1,691) (57,848) (14,829)
operations
Net income (loss) (40,811) (18,292) (102,326) (39,706) (71,814) (1,691) (57,848) (14,829)
5.2 Dividends
There are no restrictions in the Resulting Issuer’s articles or by-laws that could prevent the
Resulting Issuer from paying dividends. The payment of any dividends on the Resulting Issuer
Shares is not anticipated in the foreseeable future. Any decision to pay dividends on its shares
will be made by the Board based on the Resulting Issuer’s earnings, financial requirements and
other conditions existing at such future time. Any dividends paid must be paid on all Resulting
Issuer Shares equally, on a converted basis, assuming conversion of the Resulting Issuer
Series A Multiple/Subordinate Voting Shares and Resulting Issuer Series F Multiple Voting
Shares into Resulting Issuer Subordinate Voting Shares.
5.3 Foreign GAAP
This is not applicable to the Resulting Issuer.
6. MANAGEMENT’S DISCUSSION AND ANALYSIS
Sixonine’s management’s discussion and analysis for the year ended December 31, 2017, the
year ended December 31, 2016, the year ended December 31, 2015 and the six months ended
June 30, 2018, are attached as Appendices J – M hereto.
DionyMed’s management’s discussion and analysis for the period from January 11, 2018, to
February 28, 2018, and from March 1, 2018, to July 31, 2018, DionyMed Inc’s management’s
discussion and analysis for the period from October 19, 2017 to February 28, 2018, and
Herban’s management’s discussion and analysis for the years ended February 28, 2018 and
2017 are attached as Appendices N – Q hereto.
7. MARKET FOR SECURITIES
Prior to the completion of the Reverse Take-Over, the Sixonine Shares were listed and posted
for trading on the NEX. Prior to the completion of the Reverse Take-Over, the Resulting Issuer
delisted from the NEX.
8. CONSOLIDATED CAPITALIZATION
The following table summarizes the share capital of the Resulting Issuer after giving effect to the
Reverse Take Over:
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Security Authorized Outstanding as at the date hereof
Resulting Issuer Subordinate Voting Shares Unlimited 12,932,388
Resulting Issuer Series A Multiple/Subordinate Unlimited 31,353

Voting Shares
Resulting Issuer Series F Multiple Voting Unlimited 6,598
Shares
Resulting Issuer Options 15,000,000 9,057,042
Resulting Issuer Subordinate Voting Share Unlimited 9,250,887
Warrants
Resulting Issuer Series A Multiple/Subordinate Unlimited Nil
Voting Share Warrants
Resulting Issuer Broker Warrants Unlimited 921,101
Resulting Issuer Convertible Debentures 18,180 18,180
9. OPTIONS TO PURCHASE SECURITIES

9.1 Outstanding Options
The following table sets forth the aggregate number of Resulting Issuer Options that are
outstanding as of the date hereof. The Resulting Issuer Options are:
Category Number of Exercise Price Date of Grant

Resulting Issuer Shares Range per
reserved under Resulting Issuer
Option Share (Canadian
Dollars)
All executive officers and past executive
officers of the Resulting Issuer and all
directors and past directors of the Resulting 2,934,375 $0.10 August 3, 2017
Issuer who are not also executive officers of
the Resulting Issuer

directors and past directors of the Resulting
Issuer who are not also executive officers of 600,000 $0.15 November 16, 2017

directors and past directors of the Resulting
Issuer who are not also executive officers of 585,000 $1.00 February 28, 2018

officers of the Resulting Issuer’s
subsidiaries and all directors and past
directors of the Resulting Issuer’s 1,275,000 $2.09 August 14, 2018
subsidiaries who are not also executive
officers of the Resulting Issuer
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officers of all subsidiaries of the Resulting
Issuer and all directors and past directors of 242,830 $2.09 August 14, 2018
those subsidiaries who are not also
executive officers of the subsidiary
All other employees and past employees of

the Resulting Issuer 50,000 $2.09 August 14, 2018

all subsidiaries of the Resulting Issuer 1,267,500 $0.10 August 3, 2017

all subsidiaries of the Resulting Issuer 652,500 $1.00 February 28, 2018

all subsidiaries of the Resulting Issuer 1,096,337 $2.09 August 14, 2018

all subsidiaries of the Resulting Issuer 42,500 $2.09 August 31, 2018

all subsidiaries of the Resulting Issuer 300,000 $2.09 September 14, 2018

all subsidiaries of the Resulting Issuer 11,000 $2.09 October 5, 2018
Total 9,057,042
Notes:
(1) The Resulting Issuer Options outstanding have a 10 year term and generally have the following vesting conditions: 1/4 of the
Subordinate Voting Shares subject to the options will vest on the 1st anniversary of the date of grant and 1/48 of the Subordinate
Voting Shares subject to the options will vest upon each successive month after the 1st anniversary of the date of grant.
9.2 Equity Incentive Plan

On November 2, 2018, shareholders of Sixonine approved the Equity Incentive Plan, the
principal terms of which are described below.
Summary of Equity Incentive Plan
The principal features of the Equity Incentive Plan are summarized below.
Purpose
The purpose of the Equity Incentive Plan will be to enable the Resulting Issuer and its affiliated
companies to: (i) promote and retain employees, officers, consultants, advisors and directors
capable of assuring the future success of the Resulting Issuer, (ii) to offer such persons
incentives to put forth maximum efforts, and (iii) to compensate such persons through various
stock and cash-based arrangements and provide them with opportunities for stock ownership,
thereby aligning the interests of such persons and Resulting Issuer shareholders.
The Equity Incentive Plan permits the grant of (i) nonqualified stock options (“NQSOs”) and
incentive stock options (“ISOs”) (collectively, “Options”), (ii) restricted stock awards (“RSA”), (iii)
restricted stock units (“RSUs”), (iv) stock appreciation rights (“SARs”), and (v) performance
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compensation awards, which are referred to herein collectively as “Awards,” as more fully
described below.
Eligibility
Any of the Resulting Issuer’s employees, officers, directors, consultants (who are natural
persons) are eligible to participate in the Equity Incentive Plan if selected by the Compensation
Committee of the Resulting Issuer (the “Participants”). The basis of participation of an
individual under the Equity Incentive Plan, and the type and amount of any Award that an
individual will be entitled to receive under the Equity Incentive Plan, will be determined by the
Compensation Committee based on its judgment as to the best interests of the Resulting Issuer
and its shareholders, and therefore cannot be determined in advance.
The maximum number of Resulting Issuer Subordinate Voting Shares that may be issued or
made issuable as Awards under the Equity Incentive Plan shall be 15,000,000 Resulting Issuer
Subordinate Voting Shares, subject to adjustment as provided in the Equity Incentive Plan. Any
shares subject to an Award under the Equity Incentive Plan that are forfeited, cancelled, expire
unexercised, are settled in cash, or are used or withheld to satisfy tax withholding obligations of
a Participant shall again be available for Awards under the Equity Incentive Plan. An Award may
entitle a holder to receive or purchase Resulting Issuer Series A Multiple/Subordinate Voting
Shares and any Award that entitles the holder to receive or purchase Resulting Issuer
Subordinate Voting Shares may be satisfied by the issuance of Resulting Issuer Series A
Multiple/Subordinate Voting Shares if provided for in the agreement for the Award or otherwise
agreed to by the holder.
In the event of any dividend, recapitalization, forward or reverse stock split, reorganization,
merger, amalgamation, consolidation, split-up, split-off, combination, repurchase or exchange of
Resulting Issuer Subordinate Voting Shares or other securities of the Resulting Issuer, issuance
of warrants or other rights to acquire Resulting Issuer Subordinate Voting Shares or other
securities of the Resulting Issuer, or other similar corporate transaction or event, which affects
the Resulting Issuer Subordinate Voting Shares, or unusual or nonrecurring events affecting the
Resulting Issuer, or the financial statements of the Resulting Issuer, or changes in applicable
rules, rulings, regulations or other requirements of any governmental body or securities
exchange or inter-dealer quotation system, accounting principles or law, the Compensation
Committee may make such adjustment, which is appropriate in order to prevent dilution or
enlargement of the rights of Participants under the Equity Incentive Plan, to (i) the number and
kind of shares which may thereafter be issued in connection with Awards, (ii) the number and
kind of shares issuable in respect of outstanding Awards, (iii) the purchase price or exercise
price relating to any Award or, if deemed appropriate, make provision for a cash payment with
respect to any outstanding Award, and (iv) any share limit set forth in the Equity Incentive Plan.
Awards
Options
The Compensation Committee is authorized to grant Options to purchase Resulting Issue
Subordinate Voting Shares that are either ISOs meaning they are intended to satisfy the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended, and any
applicable regulations and administrative guidelines promulgated thereunder (the “Code”), or
NQSOs, meaning they are not intended to satisfy the requirements of Section 422 of the Code.
Options granted under the Equity Incentive Plan will be subject to the terms and conditions
established by the Compensation Committee. Under the terms of the Equity Incentive Plan,
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unless the Compensation Committee determines otherwise in the case of an Option substituted
for another Option in connection with a corporate transaction, Options granted under the Equity
Incentive Plan will be subject to such terms, including the exercise price and the conditions and
timing of exercise, as may be determined by the Compensation Committee and specified in the
applicable award agreement, but in any event may not be priced lower than the greater of the
closing market prices of the Resulting Issuer Subordinate Voting Shares on (a) the trading day
prior to the date of grant of the stock options; and (b) the date of grant of the stock options. The
maximum term of an option granted under the Equity Incentive Plan will be ten years from the
date of grant (or five years in the case of an ISO granted to a 10% shareholder). Payment in
respect of the exercise of an Option may be made in cash or by check, by surrender of
unrestricted shares (at their fair market value on the date of exercise) or by such other method
as the Compensation Committee may determine to be appropriate.
Restricted Stock Award
An RSA is a grant of Resulting Issuer Subordinate Voting Shares, which are subject to forfeiture
restrictions during a restriction period. The Compensation Committee will set the price to be
paid by the Participant for each Resulting Issuer Subordinate Voting Shares subject to an RSA,
which may not be priced lower than the greater of the closing market prices of the Resulting
Issuer Subordinate Voting Shares on (a) the trading day prior to the date of grant of the RSAs;
and (b) the date of grant of the RSAs. The Compensation Committee may condition the
expiration of the restriction period, if any, upon: (i) the Participant’s continued service over a
period of time with the Resulting Issuer or its affiliates; (ii) the achievement by the Participant,
the Resulting Issuer or its affiliates of any other performance goals set by the Compensation
Committee; or (iii) any combination of the above conditions as specified in the applicable award
agreement. If the specified conditions are not attained, the Participant will forfeit the portion of
the RSA with respect to which those conditions are not attained, and the underlying Resulting
Issuer Subordinate Voting Shares will be forfeited. At the end of the restriction period, if the
conditions, if any, have been satisfied, the restrictions imposed will lapse with respect to the
applicable number of Resulting Issuer Subordinate Voting Shares. During the restriction period,
unless otherwise provided in the applicable award agreement, a Participant will have the right to
vote the shares underlying the restricted stock; however, all dividends will remain subject to
restriction until the stock with respect to which the dividend was issued lapses. The
Compensation Committee may, in its discretion, accelerate the vesting and delivery of shares of
restricted stock. Unless otherwise provided in the applicable award agreement or as may be
determined by the Compensation Committee, upon a Participant’s termination of service with
the Resulting Issuer, the unvested portion of an RSA will be forfeited.
RSUs
RSUs are granted in reference to a specified number of Resulting Issuer Subordinate Voting
Shares and entitle the holder to receive, on achievement of specific performance goals
established by the Compensation Committee, after a period of continued service with the
Resulting Issuer or its affiliates or any combination of the above as set forth in the applicable
award agreement, one Resulting Issuer Subordinate Voting Share for each such Resulting
Issuer Subordinate Voting Share covered by the RSU, provided that the value of the Resulting
Issuer Subordinate Voting Share covered by the RSU may not be priced lower than the greater
of the closing market prices of the Resulting Issuer Subordinate Voting Shares on (a) the trading
day prior to the date of grant of the RSUs; and (b) the date of grant of the RSUs; provided, that
the Compensation Committee may elect to pay cash, or part cash and part Resulting Issuer
Subordinate Voting Shares in lieu of delivering only Resulting Issuer Subordinate Voting
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Shares. The Compensation Committee may, in its discretion, accelerate the vesting of RSUs.
Unless otherwise provided in the applicable award agreement or as may be determined by the
Compensation Committee, upon a Participant’s termination of service with the Resulting Issuer,
the unvested portion of the RSUs will be forfeited.
Stock Appreciation Rights
An SAR entitles the recipient to receive, upon exercise of the SAR, the increase in the fair
market value of a specified number of Resulting Issuer Subordinate Voting Shares from the date
of the grant of the SAR and the date of exercise payable in Resulting Issuer Subordinate Voting
Shares. The value of the SARs at the time of a grant may not be priced lower than the greater of
the closing market prices of the Resulting Issuer Subordinate Voting Shares on (a) the trading
day prior to the date of grant of the SARs; and (b) the date of grant of the SARs. Any grant may
specify a vesting period or periods before the SAR may become exercisable and permissible
dates or periods on or during which the SAR shall be exercisable. No SAR may be exercised
more than ten years from the grant date. Upon a Participant’s termination of service, the same
general conditions applicable to Options as described above would be applicable to the SAR.
Other Awards
The Committee is authorized to grant performance awards, which Awards (i) may be
denominated or payable in cash, Resulting Issuer Subordinate Voting Shares (including, without
limitation, Options, RSAs, RSUs and SARs), other securities, other Awards or other property
and (ii) shall confer on the holder thereof the right to receive payments, in whole or in part, upon
the achievement of one or more objective performance goals during such performance periods
as the Committee shall establish, provided that the grant price of the Awards may not be priced
lower than the greater of the closing market prices of the Resulting Issuer Subordinate Voting
Shares on (a) the trading day prior to the date of grant of an Award; and (b) the date of grant of
the Award. Subject to the terms of the Equity Incentive Plan, the performance goals to be
achieved during any performance period, the length of any performance period, the amount of
any performance award granted, the amount of any payment or transfer to be made pursuant to
any performance award and any other terms and conditions of any performance award shall be
determined by the Committee. The Committee may also grant such other Awards that are
denominated or payable in, valued in whole or in part by reference to, or otherwise based on or
related to, Resulting Issuer Subordinate Voting Shares (including, without limitation, securities
convertible into Resulting Issuer Subordinate Voting Shares), as are deemed by the Committee
to be consistent with the purpose of the Plan, provided no such Award may contain a purchase
right or an option like exercise feature. The Committee shall determine the terms and conditions
of such Awards, subject to the terms of the Plan and any applicable Award agreement.
General
The Compensation Committee may impose restrictions on the grant, exercise or payment of an
Award as it determines appropriate. Generally, Awards granted under the Equity Incentive Plan
shall be nontransferable except by will or by the laws of descent and distribution. No Participant
shall have any rights as a shareholder with respect to Resulting Issuer Subordinate Voting
Shares covered by Options, SARs, RSAs, or RSUs, unless and until such Awards are settled in
Resulting Issuer Subordinate Voting Shares.
No Option (or, if applicable, SARs) shall be exercisable, no Resulting Issuer Subordinate Voting
Shares shall be issued, no certificates for Resulting Issuer Subordinate Voting Shares shall be
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delivered and no payment shall be made under the Equity Incentive Plan except in compliance
with all applicable laws.
The Resulting Issuer Board may amend, alter, suspend, discontinue or terminate the Equity
Incentive Plan, provided that: (i) such amendment, alteration, suspension, discontinuation, or
termination shall be subject to the approval of the Resulting Issuer’s shareholders if such
approval is necessary to comply with any tax or regulatory requirement applicable to the Equity
Incentive Plan (including, without limitation, as necessary to comply with any rules or
requirements of applicable securities exchange), and (ii) no such amendment or termination
may adversely affect Awards then outstanding without the Award holder’s permission.
In the event of any reorganization, merger, consolidation, split-up, spin-off, combination, plan of
arrangement, take-over bid or tender offer, repurchase or exchange of Resulting Issuer
Subordinate Voting Shares or other securities of the Resulting Issuer or any other similar
corporate transaction or event involving the Resulting Issuer (or the Resulting Issuer shall enter
into a written agreement to undergo such a transaction or event), the Compensation Committee
or the Board may, in its sole discretion, provide for any (or a combination) of the following to be
effective upon the consummation of the event (or effective immediately prior to the
consummation of the event, provided that the consummation of the event subsequently occurs):
 termination of the Award, whether or not vested, in exchange for cash and/or other
property, if any, equal to the amount that would have been attained upon the exercise of
the vested portion of the Award or realization of the Participant’s vested rights,
 the replacement of the Award with other rights or property selected by the Compensation
Committee or the Board, in its sole discretion,
 assumption of the Award by the successor or survivor Resulting Issuer, or a parent or

subsidiary thereof, or shall be substituted for by similar options, rights or awards
covering the stock of the successor or survivor Resulting Issuer, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of shares
and prices,
 that the Award shall be exercisable or payable or fully vested with respect to all
Resulting Issuer Subordinate Voting Shares covered thereby, notwithstanding anything
to the contrary in the applicable award agreement, or
 that the Award cannot vest, be exercised or become payable after a date certain in the
future, which may be the effective date of the event.
Amendments
The Resulting Issuer Board may from time to time amend, suspend or terminate the Equity
Incentive Plan. Any amendment to the Equity Incentive Plan is subject to compliance with all
applicable laws, rules, regulations and policies of any applicable governmental entity or
securities exchange, including receipt of any required approval from the governmental entity or
stock exchange, and any suspension or termination of an Award will be in compliance with CSE
Policies. For greater certainty and without limiting the foregoing, the Board may amend,
suspend, terminate or discontinue the Equity Incentive Plan without obtaining the approval of
shareholders of the Corporation in order to:
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 amend the eligibility for, and limitations or conditions imposed upon, participation
in the Equity Incentive Plan;
 make changes to the Equity Incentive Plan that are necessary or desirable to
comply with applicable laws, rules, regulations and policies of any applicable
governmental entity or stock exchange, provided that no action taken to the
Equity Incentive Plan may impair or otherwise adversely alter or impair the rights
of any holder of an Award or beneficiary thereof; or
 amend any terms relating to the administration of the Equity Incentive Plan,
including the terms of any administrative guidelines or other rules related to the
Equity Incentive Plan.
Notwithstanding the foregoing and for greater certainty, prior approval of the shareholders of the
Corporation shall be required for any amendment to the Equity Incentive Plan that would:
 require shareholder approval under the rules or regulations of securities

exchange that is applicable to the Corporation;
 increase the number of shares authorized under the Equity Incentive Plan as
specified in the Equity Incentive Plan;
 amend provisions related to amendment of the Equity Incentive Plan; or
 increase the maximum term permitted under the Equity Incentive Plan for
Options and SARs.
Tax Withholding
The Resulting Issuer may take such action as it deems appropriate to ensure that all applicable
federal, state, local and/or foreign payroll, withholding, income or other taxes, which are the sole
and absolute responsibility of a Participant, are withheld or collected from such Participant.
10. DESCRIPTION OF SECURITIES
10.1 General
The Resulting Issuer is authorized to issue an unlimited number of Resulting Issuer Subordinate
Voting Shares, an unlimited number of Resulting Issuer Series A Multiple/Subordinate Voting
Shares and an unlimited number of Resulting Issuer Series F Multiple Voting Shares. There
were 13,050,035 Resulting Issuer Subordinate Voting Shares, 31,353 Resulting Issuer Series A
Multiple/Subordinate Voting Shares and 6,598 Resulting Issuer Series F Multiple Voting Shares
issued and outstanding immediately following the completion of the Reverse Take-Over (subject
to the exercise of previous issued convertible securities).
10.1.1 Take-Over Bid Protection
Under applicable Canadian law, an offer to purchase Resulting Issuer Series F Multiple Voting
Shares would not necessarily require that an offer be made to purchase Resulting Issuer
Subordinate Voting Shares or Resulting Issuer Series A Multiple/Subordinate Voting Shares. In
accordance with the rules applicable to issuers in Canada, in the event of a take-over bid, the
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holders of Resulting Issuer Subordinate Voting Shares or of Resulting Issuer Series A

Multiple/Subordinate Voting Shares will be entitled to participate on an equal footing with
holders of Resulting Issuer Series F Multiple Voting Shares. The Principals, as the owners of all
the outstanding Resulting Issuer Series F Multiple Voting Shares, will enter into a customary
coattail agreement with the Corporation and a trustee (the “Coattail Agreement”). The Coattail
Agreement will contain provisions customary for dual class, listed corporations designed to
prevent transactions that otherwise would deprive the holders of Resulting Issuer Subordinate
Voting Shares or of Resulting Issuer Series A Multiple/Subordinate Voting Shares of rights
under applicable provincial take-over bid legislation to which they would have been entitled if the
Resulting Issuer Series F Multiple Voting Shares had been Resulting Issuer Subordinate Voting
Shares or Resulting Issuer Series A Multiple/Subordinate Voting Shares.
The undertakings in the Coattail Agreement will not apply to prevent a sale by any Principal of
Resulting Issuer Series F Multiple Voting Shares if concurrently an offer is made to purchase
Resulting Issuer Subordinate Voting Shares and Resulting Issuer Series A Multiple/Subordinate
Voting Shares that:
i. offers a price per Resulting Issuer Subordinate Voting Share or Resulting Issuer Series
A Multiple/Subordinate Voting Share (on an as converted to Resulting Issuer
Subordinate Voting Share basis) at least as high as the highest price per share paid
pursuant to the take-over bid for the Resulting Issuer Series F Multiple Voting Shares
(on an as converted to Resulting Issuer Subordinate Voting Share basis);
ii. provides that the percentage of outstanding Resulting Issuer Subordinate Voting Shares
or Resulting Issuer Series A Multiple/Subordinate Voting Shares to be taken up
(exclusive of shares owned immediately prior to the offer by the offeror or persons acting
jointly or in concert with the offeror) is at least as high as the percentage of Resulting
Issuer Series F Multiple Voting Shares to be sold (exclusive of Resulting Issuer Series F
Multiple Voting Shares owned immediately prior to the offer by the offeror and persons
acting jointly or in concert with the offeror);
iii. has no condition attached other than the right not to take up and pay for Resulting Issuer
Subordinate Voting Shares or Resulting Issuer Series A Multiple/Subordinate Voting
Shares tendered if no shares are purchased pursuant to the offer for Resulting Issuer
Series F Multiple Voting Shares; and
iv. is in all other material respects identical to the offer for Resulting Issuer Series F Multiple
Voting Shares.
In addition, the Coattail Agreement will not prevent the transfer of Resulting Issuer Series F
Multiple Voting Shares by a Principal to an immediate family member of the Resulting Issuer
Series F Multiple Voting Share holder (the “Initial Holder”) or a transfer for purposes of estate
or tax planning to a company or person that is wholly beneficially owned by an Initial Holder or
immediate family members of an Initial Holder or which an Initial Holder or immediate family
members of an Initial Holder are the sole beneficiaries thereof. The conversion of Resulting
Issuer Series F Multiple Voting Shares into Resulting Issuer Series A Multiple/Subordinate
Voting Shares, whether or not such Resulting Issuer Series A Multiple/Subordinate Voting
Shares are subsequently sold or converted into Resulting Issuer Subordinate Voting Shares,
would not constitute a disposition of Resulting Issuer Series F Multiple Voting Shares for the
purposes of the Coattail Agreement.
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Under the Coattail Agreement, any disposition of Resulting Issuer Series F Multiple Voting
Shares (including a transfer to a pledgee as security) by a holder of Resulting Issuer Series F
Multiple Voting Shares party to the agreement will be conditional upon the transferee or pledgee
becoming a party to the Coattail Agreement.
The Coattail Agreement will contain provisions for authorizing action by the trustee to enforce
the rights under the Coattail Agreement on behalf of the holders of the Resulting Issuer
Subordinate Voting Shares or of the Resulting Issuer Series A Multiple/Subordinate Voting
Shares. The obligation of the trustee to take such action will be conditional on the Corporation
or holders of the Resulting Issuer Subordinate Voting Shares or of the Resulting Issuer Series A
Multiple/Subordinate Voting Shares, as the case may be, providing such funds and indemnity as
the trustee may require. No holder of Resulting Issuer Subordinate Voting Shares or of
Resulting Issuer Series A Multiple/Subordinate Voting Shares, as the case may be, will have the
right, other than through the trustee, to institute any action or proceeding or to exercise any
other remedy to enforce any rights arising under the Coattail Agreement unless the trustee fails
to act on a request authorized by holders of not less than 10% of the outstanding Resulting
Issuer Subordinate Voting Shares or of Resulting Issuer Series A Multiple/Subordinate Voting
Shares, as the case may be, and reasonable funds and indemnity have been provided to the
trustee. The Corporation will agree to pay the reasonable costs of any action that may be taken
in good faith by holders of Resulting Issuer Subordinate Voting Shares or of Resulting Issuer
Series A Multiple/Subordinate Voting Shares, as the case may be, pursuant to the Coattail
Agreement.
The Coattail Agreement will provide that it may not be amended, and no provision thereof may
be waived, unless, prior to giving effect to such amendment or waiver, the following have been
obtained: (a) the consent of any applicable securities regulatory authority in Canada and (b) the
approval of at least 66-2/3% of the votes cast by holders of Resulting Issuer Subordinate Voting
Shares and 66-2/3% of the votes cast by holders of Resulting Issuer Series A
Multiple/Subordinate Voting Shares excluding votes attached to Resulting Issuer Subordinate
Voting Shares and to Resulting Issuer Series A Multiple/Subordinate Voting Shares, if any, held
by the Principal Shareholders, their affiliates and any persons who have an agreement to
purchase Resulting Issuer Series F Multiple Voting Shares on terms which would constitute a
sale or disposition for purposes of the Coattail Agreement other than as permitted thereby.
No provision of the Coattail Agreement will limit the rights of any holders of Resulting Issuer
Subordinate Voting Shares or of Resulting Issuer Series A Multiple/Subordinate Voting Shares
under applicable law.
10.1.2 Resulting Issuer Subordinate Voting Shares
Reclassification Each post-consolidation common share held by a shareholder of the

Resulting Issuer will be reclassified into one Resulting Issuer
Subordinate Voting Share.
Right to Notice and Holders of Resulting Issuer Subordinate Voting Shares will be
Vote entitled to notice of and to attend at any meeting of the shareholders
of the Resulting Issuer, except a meeting of which only holders of
another particular class or series of shares of the Resulting Issuer
will have the right to vote. At each such meeting, holders of Resulting
Issuer Subordinate Voting Shares will be entitled to one vote in
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respect of each Resulting Issuer Subordinate Voting Share held.

Class Rights As long as any Resulting Issuer Subordinate Voting Shares remain
outstanding, the Resulting Issuer will not, without the consent of the
holders of the Resulting Issuer Subordinate Voting Shares by
separate special resolution, prejudice or interfere with any right
attached to the Resulting Issuer Subordinate Voting Shares. Holders
of Resulting Issuer Subordinate Voting Shares will not be entitled to
a right of first refusal to subscribe for, purchase or receive any part of
any issue of Resulting Issuer Subordinate Voting Shares, or bonds,
debentures or other securities of the Resulting Issuer.
Dividends Holders of Resulting Issuer Subordinate Voting Shares will be
entitled to receive as and when declared by the directors of the
Resulting Issuer, dividends in cash or property of the Resulting
Issuer. No dividend will be declared or paid on the Resulting Issuer
Subordinate Voting Shares unless the Resulting Issuer
simultaneously declares or pays, as applicable, equivalent dividends
(on an as-converted to Resulting Issuer Subordinate Voting Share
basis) on the Resulting Issuer Series A Multiple/Subordinate Voting
Shares and Resulting Issuer Series F Multiple Voting Shares.
Participation In the event of the liquidation, dissolution or winding-up of the
Resulting Issuer, whether voluntary or involuntary, or in the event of
any other distribution of assets of the Resulting Issuer among its
shareholders for the purpose of winding up its affairs, the holders of
Resulting Issuer Subordinate Voting Shares will, subject to the prior
rights of the holders of any shares of the Resulting Issuer ranking in
priority to the Resulting Issuer Subordinate Voting Shares, be
entitled to participate ratably along with all other holders of Resulting
Issuer Subordinate Voting Shares, Resulting Issuer Series A
Multiple/Subordinate Voting Shares (on an as-converted to Resulting
Issuer Subordinate Voting Share basis) and Resulting Issuer Series
F Multiple Voting Shares (on an as-converted to Resulting Issuer
Subordinate Voting Share basis).
Changes No subdivision or consolidation of the Resulting Issuer Subordinate
Voting Shares, Resulting Issuer Series A Multiple/Subordinate Voting
Shares or Resulting Issuer Series F Multiple Voting Shares shall
occur unless, simultaneously, the Resulting Issuer Subordinate
Shares and Resulting Issuer Series F Multiple Voting Shares are
subdivided or consolidated in the same manner, so as to maintain
and preserve the relative rights of the holders of the shares of each
of the said classes.
Conversion In the event that an offer is made to purchase Resulting Issuer
Series A Multiple/Subordinate Voting Shares, each Resulting Issuer
Subordinate Voting Share shall become convertible at the option of
the holder into Resulting Issuer Series A Multiple/Subordinate Voting
Shares at the inverse of the Conversion Ratio then in effect at any
time while the offer is in effect until one day after the time prescribed
- 76 -
by applicable securities legislation for the offeror to take up and pay

for such shares as are to be acquired pursuant to the offer. The
conversion right may only be exercised in respect of Resulting Issuer
Subordinate Voting Shares for the purpose of depositing the
resulting Resulting Issuer Series A Multiple/Subordinate Voting
Shares pursuant to the offer, and for no other reason. In such event,
the Corporation’s transfer agent shall deposit the resulting Resulting
Issuer Series A Multiple/Subordinate Voting Shares on behalf of the
holder. Should the Resulting Issuer Series A Multiple/Subordinate
Voting Shares issued upon conversion and tendered in response to
the offer be withdrawn by shareholders or not taken up by the
offeror, or should the offer be abandoned or withdrawn, the Resulting
Issuer Series A Multiple/Subordinate Voting Shares resulting from
the conversion shall be automatically reconverted, without further
intervention on the part of the Corporation or on the part of the
holder, into Resulting Issuer Subordinate Voting Shares at the
Conversion Ratio then in effect.
Odd Lots In the event that holders of Resulting Issuer Subordinate Voting
Shares are entitled to convert their Resulting Issuer Subordinate
Voting Shares into Resulting Issuer Series A Multiple/Subordinate
Voting Shares in connection with an offer, holders of an aggregate of
Resulting Issuer Subordinate Voting Shares of less than 100 (an
"Odd Lot – Series A"), subject to any adjustments to the initial
Conversion Ratio contemplated under the conversion provisions
above will be entitled to convert all but not less than all of such Odd
Lot – Series A of Resulting Issuer Subordinate Voting Shares into a
fraction of one Resulting Issuer Series A Multiple/Subordinate Voting
Share, at a Conversion Ratio equivalent to 100 to one, subject to any
adjustments to the initial Conversion Ratio contemplated, provided
that such conversion into a fractional Resulting Issuer Series A
Multiple/Subordinate Voting Share will be solely for the purpose of
tendering the fractional Resulting Issuer Series A
Multiple/Subordinate Voting Share to the offer in question and that
any fraction of a Resulting Issuer Series A Multiple/Subordinate
Voting Share that is tendered to the offer but that is not, for any
reason, taken up and paid for by the offeror will automatically be
reconverted into the Resulting Issuer Subordinate Voting Shares that
existed prior to such conversion In the event that holders of
Resulting Issuer Subordinate Voting Shares are entitled to convert
their Resulting Issuer Subordinate Voting Shares into Resulting
Issuer Series F Multiple Voting Shares in connection with an offer,
holders of an aggregate of Resulting Issuer Subordinate Voting
Shares of less than 100 (an "Odd Lot – Series F"), subject to any
adjustments to the initial Conversion Ratio contemplated), will be
entitled to convert all but not less than all of such Odd Lot – Series F
of Resulting Issuer Subordinate Voting Shares into a fraction of one
Resulting Issuer Series F Multiple Voting Share, at a conversion ratio
equivalent to 100 to one, subject to any adjustments to the initial
Conversion Ratio contemplated, provided that such conversion into a
- 77 -
fractional Resulting Issuer Series F Multiple Voting Share will be

solely for the purpose of tendering the fractional Resulting Issuer
Series F Multiple Voting Share to the offer in question and that any
fraction of a Resulting Issuer Series F Multiple Voting Share that is
tendered to the Offer but that is not, for any reason, taken up and
paid for by the offeror will automatically be reconverted into the
Resulting Issuer Subordinate Voting Shares that existed prior to such
conversion.
10.1.3 Resulting Issuer Series A Multiple/Subordinate Voting Shares
Right to Notice and Holders of Resulting Issuer Series A Multiple/Subordinate Voting

Vote Shares will be entitled to notice of and to attend at any meeting of
the shareholders of the Resulting Issuer, except a meeting of which
only holders of another particular class or series of shares of the
Resulting Issuer will have the right to vote. At each such meeting,
holders of Resulting Issuer Series A Multiple/Subordinate Voting
Shares will be entitled to one vote in respect of each Resulting Issuer
Subordinate Voting Share into which such Resulting Issuer Series A
Multiple/Subordinate Voting Share could then be converted (currently
100 votes per Resulting Issuer Series A Multiple/Subordinate Voting
Share held)
Class Rights As long as any Resulting Issuer Series A Multiple/Subordinate Voting
Shares remain outstanding, the Resulting Issuer will not, without the
consent of the holders of the Resulting Issuer Series A
Multiple/Subordinate Voting Shares by separate special resolution,
prejudice or interfere with any right attached to the Resulting Issuer
Series A Multiple/Subordinate Voting Shares. Holders of Resulting
Issuer Series A Multiple/Subordinate Voting Shares will not be
entitled to a right of first refusal to subscribe for, purchase or receive
any part of any issue of Resulting Issuer Subordinate Voting Shares,
or bonds, debentures or other securities of the Resulting Issuer.
Dividends The holders of the Resulting Issuer Series A Multiple/Subordinate
Voting Shares are entitled to receive such dividends as may be
declared and paid to holders of the Resulting Issuer Subordinate
Voting Shares in any financial year as the Board of the Resulting
Issuer may by resolution determine, on an as-converted to Resulting
Issuer Subordinate Voting Share basis. No dividend will be declared
or paid on the Resulting Issuer Series A Multiple/Subordinate Voting
Shares unless the Resulting Issuer simultaneously declares or pays,
as applicable, equivalent dividends (on an as-converted to Resulting
Issuer Subordinate Voting Share basis) on the Resulting Issuer
Subordinate Voting Shares and Resulting Issuer Series F Multiple
Voting Shares.
Resulting Issuer Series A Multiple/Subordinate Voting Shares will,
- 78 -
subject to the prior rights of the holders of any shares of the

Resulting Issuer ranking in priority to the Resulting Issuer Series A
Multiple/Subordinate Voting Shares, be entitled to participate ratably
along with all other holders of Resulting Issuer Series A
Multiple/Subordinate Voting Shares (on an as-converted to Resulting
Issuer Subordinate Voting Share basis), Resulting Issuer
Subordinate Voting Shares and Resulting Issuer Series F Multiple
Voting Shares (on an as-converted to Resulting Issuer Subordinate
Voting Share basis).
Conversion The Resulting Issuer Series A Multiple/Subordinate Voting Shares
each have a restricted right to convert into 100 Resulting Issuer
Subordinate Voting Shares (the “Series A Conversion Ratio”),
subject to adjustments for certain customary corporate changes. The
ability to convert the Resulting Issuer Series A Multiple/Subordinate
Voting Shares is subject to a restriction that the aggregate number of
Resulting Issuer Subordinate Voting Shares, Resulting Issuer Series
A Multiple/Subordinate Voting Shares and Resulting Issuer Series F
Multiple Voting Shares held of record, directly or indirectly, by
residents of the United States (as determined in accordance with
Rules 3b-4 and 12g3-2(a) under the Securities Exchange Act of
1934, as amended, may not exceed forty percent (40%) of the
aggregate number of Resulting Issuer Subordinate Voting Shares,
Resulting Issuer Series A Multiple/Subordinate Voting Shares and
Resulting Issuer Series F Multiple Voting Shares issued and
outstanding after giving effect to such conversions and to a
restriction on beneficial ownership of Resulting Issuer Subordinate
Voting Shares exceeding certain levels. In addition, the Resulting
Issuer Series A Multiple/Subordinate Voting Shares will be
automatically converted into Resulting Issuer Subordinate Voting
Shares in certain circumstances, including upon the registration of
the Resulting Issuer Subordinate Voting Shares under the United
States Securities Act of 1933, as amended.
In the event that an offer is made to purchase all or substantially all

of the Resulting Issuer Subordinate Voting Shares, each Resulting
Issuer Series A Multiple/Subordinate Voting Share shall become
convertible at the option of the holder into Resulting Issuer
Subordinate Voting Shares at the Series A Conversion Ratio at any
time while the offer is in effect until one day after the time prescribed
- 79 -
by applicable securities legislation for the offeror to take up and pay

for such shares as are to be acquired pursuant to the offer. The
conversion right may be exercised in respect of Resulting Issuer
Series A Multiple/Subordinate Voting Shares for the purpose of
depositing the resulting Resulting Issuer Series A
Multiple/Subordinate Voting Shares pursuant to the offer. Should the
Resulting Issuer Subordinate Voting Shares issued upon conversion
and tendered in response to the offer be withdrawn by shareholders
or not taken up by the offeror, or should the offer be abandoned or
withdrawn, the Resulting Issuer Subordinate Voting Shares resulting
from the conversion shall be automatically reconverted, without
further intervention on the part of the Corporation or on the part of
the holder, into Resulting Issuer Series A Multiple/Subordinate
Voting Shares at the inverse of the Series A Conversion Ratio then
in effect.
10.1.4 Resulting Issuer Series F Multiple Voting Shares
Right to Notice and Holders of Resulting Issuer Series F Multiple Voting Shares will be
Vote entitled to notice of and to attend at any meeting of the shareholders
of the Resulting Issuer, except a meeting of which only holders of
another particular class or series of shares of the Resulting Issuer
will have the right to vote. At each such meeting, holders of Resulting
Issuer Series F Multiple Voting Shares will be entitled to one vote in
respect of each Resulting Issuer Subordinate Voting Share into
which such Resulting Issuer Series F Multiple Voting Share could
ultimately then be converted (currently 5,000 votes per Resulting
Issuer Series F Multiple Voting Share held).
Class Rights As long as any Resulting Issuer Series F Multiple Voting Shares
remain outstanding, the Resulting Issuer will not, without the consent
of the holders of the Resulting Issuer Series F Multiple Voting Shares
by separate special resolution, prejudice or interfere with any right or
special right attached to the Resulting Issuer Series F Multiple Voting
Shares. Additionally, consent of the holders of a majority of the
outstanding Resulting Issuer Series F Multiple Voting Shares will be
required for any action that authorizes or creates shares of any class
having preferences superior to or on a parity with the Resulting
Issuer Series F Multiple Voting Shares. In connection with the
exercise of the voting rights in respect of any such approvals, each
holder of Resulting Issuer Series F Multiple Voting Shares will have
one vote in respect of each Resulting Issuer Series F Multiple Voting
Share held. The holders of Resulting Issuer Series F Multiple Voting
Shares will not be entitled to a right of first refusal to subscribe for,
purchase or receive any part of any issue of Resulting Issuer
Subordinate Voting Shares, bonds, debentures or other securities of
the Resulting Issuer not convertible into Resulting Issuer Series F
Multiple Voting Shares.
Dividends The holders of the Resulting Issuer Series F Multiple Voting Shares
are entitled to receive such dividends as may be declared and paid
- 80 -
to holders of the Resulting Issuer Subordinate Voting Shares in any

financial year as the Board of the Resulting Issuer may by resolution
determine, on an as-converted to Resulting Issuer Subordinate
Voting Share basis. No dividend will be declared or paid on the
Resulting Issuer Series F Multiple Voting Shares unless the
Resulting Issuer simultaneously declares or pays, as applicable,
equivalent dividends (on an as-converted to Resulting Issuer
Subordinate Voting Share basis) on the Resulting Issuer Series A
Multiple/Subordinate Voting Shares and Resulting Issuer
Subordinate Voting Shares.
Resulting Issuer Series F Multiple Voting Shares will, subject to the
prior rights of the holders of any shares of the Resulting Issuer
ranking in priority to the Resulting Issuer Series F Multiple Voting
Shares, be entitled to participate rateably along with all other holders
of Resulting Issuer Series F Multiple Voting Shares (on an as-
converted to Resulting Issuer Subordinate Voting Share basis),
Resulting Issuer Subordinate Voting Shares and Resulting Issuer
Series A Multiple/Subordinate Voting Shares (on an as-converted to
Resulting Issuer Subordinate Voting Share basis).
Conversion The Resulting Issuer Series F Multiple Voting Shares each have a
restricted right to convert into 5,000 Resulting Issuer Subordinate
Voting Shares (the “Series F Conversion Ratio”), subject to
adjustments for certain customary corporate changes. The ability to
convert the Resulting Issuer Series F Multiple Voting Shares is
subject to a restriction that the aggregate number of Resulting Issuer
Subordinate Voting Shares, Resulting Issuer Series A
Multiple/Subordinate Voting Shares and Resulting Issuer Series F
Multiple Voting Shares held of record, directly or indirectly, by
residents of the United States (as determined in accordance with
Rules 3b-4 and 12g3-2(a) under the Securities Exchange Act of
1934, as amended, may not exceed forty percent (40%) of the
aggregate number of Resulting Issuer Subordinate Voting Shares,
Resulting Issuer Series A Multiple/Subordinate Voting Shares and
Resulting Issuer Series F Multiple Voting Shares issued and
outstanding after giving effect to such conversions and to a
- 81 -
restriction on beneficial ownership of Resulting Issuer Subordinate

Voting Shares exceeding certain levels. In addition, the Resulting
Issuer Series F Multiple Voting Shares will be automatically
converted into Resulting Issuer Subordinate Voting Shares in certain
circumstances, including upon the registration of the Resulting Issuer
Subordinate Voting Shares under the United States Securities Act of
1933, as amended.
10.1.5 Resulting Issuer Options

Please see “9 Options to Purchase Securities” for further information with respect to the
Resulting Issuer Options.
10.1.6 Resulting Issuer Subordinate Voting Share Warrants
The Resulting Issuer Subordinate Voting Share Warrants are exercisable for Resulting Issuer
Subordinate Voting Shares in accordance with the terms of the indenture with respect to the
Resulting Issuer Subordinate Voting Share Warrants. Please see “3.1.2 General Development
of the Business – DionyMed” for further information with respect to the DionyMed Common
Share Warrants.
10.1.7 Resulting Issuer Series A Multiple/Subordinate Voting Share Warrants
The Resulting Issuer Series A Multiple/Subordinate Voting Share Warrants are exercisable for
Resulting Issuer Series A Multiple/Subordinate Voting Shares in accordance with the terms of
the indenture with respect to the Resulting Issuer Series A Multiple/Subordinate Voting Share
Warrants. Please see “3.1.2 General Development of the Business – DionyMed” for further
information with respect to the DionyMed Series A Warrants.
10.1.8 Resulting Issuer Broker Warrants
Each Resulting Issuer Broker Warrant entitles the holder to purchase one Resulting Issuer
Subordinate Voting Share and one Resulting Issuer Subordinate Voting Share Warrant at a
price that is equal to the conversion price of the DionyMed Common Share Convertible
Debentures, subject to adjustment in accordance with the terms of the certificate representing
the Resulting Issuer Broker Warrants and is exercisable until twenty-four (24) months from the
Closing Date.
10.1.9 Miscellaneous Securities Provisions
The Resulting Issuer is not listing any debt securities.
None of the matters set out in sections 10.2 to 10.6 of CSE Form 2A are applicable to the share
structure of the Resulting Issuer.
10.2 Prior Sales
The following table summarizes the issuances of Resulting Issuer Securities within previous 12
months before the date of the Listing Statement:
- 82 -
Date of Class Number of Price Per Details of Consideration

Issuance Resulting Security
Issuer (CAD$)
Securities Sold
Resulting Issuer Issued to former shareholders of

November 27, 2018 Subordinate Voting 12,085,007 CAD$4.25 DionyMed in connection with the
Shares Reverse Take-Over
Resulting Issuer
Issued pursuant to the Inventory
November 27, 2018 Subordinate Voting 27,795 N/A(1)
Finance Facility
Shares
Resulting Issuer
Issued to former shareholders of
Series A
November 27, 2018 31,353 CAD$425(2) DionyMed in connection with the
Multiple/Subordinate
Reverse Take-Over
Voting Shares
Resulting Issuer Issued to former shareholders of

November 27, 2018 Series F Multiple 6,598 CAD$21,250(3) DionyMed in connection with the
Voting Shares Reverse Take-Over
Notes
1. Issued a set amount of Resulting Issuer Subordinate Voting Shares in accordance with the Inventory Finance Facility.
2. The price per Resulting Issuer Series A Multiple/Subordinate Voting Share is equal to the SR Offering Price multiplied by
100.
3. The price per Resulting Issuer Series F Multiple Voting Share is equal to the SR Offering Price multiplied by 5,000.
The following table summarizes the issuances of DionyMed Common Shares within the 12
months before the completion of the Reverse Take-Over:
Date of Issuance Class Number of Issue Price Details of Consideration

DionyMed Per Security
Securities Sold (CAD$)
February 28, 2018 DionyMed Issued pursuant to the share
Common 116,666 $1.00 contribution agreement dated
Shares February 28, 2018
March 2, 2018 DionyMed Issued pursuant to DionyMed’s March
Common 1,768,598 $1.00 2, 2018 private placement.
Shares
March 2, 2018 DionyMed Issued pursuant to the conversion of
Common 1,110,514 $1.00 DionyMed Notes
Shares
DionyMed
Issued to settle accounts payable to
April 15, 2018 Common 560,000 $1.00
Daniel Fields
Shares
DionyMed
Issued pursuant to DionyMed’s
October 1, 2018 Common 410,000 N/A(1)
investment in HomeTown
Shares
Notes
1. Issued as part of the consideration paid to Hometown for the $2,000,000 convertible preferred note and call option.
The following table summarizes the issuances of Sixonine Shares within the 12 months before
the completion of the Reverse Take-Over:
- 83 -
Date of Issuance Class Number of Price Per Description of Transaction

Sixonine Shares Security
Sold (CAD$)
Sixonine Private placement of 1,944,444
December 4, 2017 1,944,444 $0.18
Shares Sixonine Shares.
Private placement of 1,700,000 units
at a price of $0.15 per unit. Each unit
consists of one Sixonine Share and
Sixonine
July 11, 2018 1,700,000 $0.15 one Sixonine Warrant, entitling the
Shares
holder to acquire an additional
Sixonine Share at a price of $0.20 until
July 11, 2019.
10.3 Stock Exchange Price

Prior to the Reverse Take-Over, the Sixonine Shares were listed on the NEX under the symbol
“SNX.H”. The following table sets forth, for the periods indicated, the reported high and low
prices and the aggregate volume of trading of the Sixonine Shares on the NEX. This section is
not applicable to the Resulting Issuer Shares or the DionyMed Shares.
(1) (1)
Period High ($) Low ($) Trading Volume
October 2018 - - 0
September 2018 - - 0
(2)
August 2018 0.210 0.175 7,469
July 2018 0.210 0.175 10,664
June 2018 0.290 0.250 24,599
May 2018 0.290 0.290 15,041
April 2018 0.290 0.290 6,066
March 2018 0.290 0.290 5,677
February 2018 0.285 0.280 5,016
January 2018 0.320 0.265 35,209
December 2017 0.380 0.245 64,999
November 2017 0.265 0.225 11,167
October 2017 0.295 0.240 9,059
September 2017(3) 0.145 0.100 31,492
August 2017 0.105 0.095 44,652
July 2017 0.105 0.105 1,810
June 2017 0.140 0.090 194,368
May 2017 0.195 0.135 71,381
April 2017 0.210 0.160 102,022
March 2017 0.280 0.160 557,877
March 2017(4) 0.010 0.005 2,910,966
February 2017 0.015 0.005 11,468,398
January 2017 0.005 0.005 213,000
December 2016(5) 0.010 0.005 6,257,119
November 2016 - - 0
October 2016 - - 0
September 2016 - - 0
August 2016(6) - - 0
Notes:
(1) Prices are not adjusted for stock splits and consolidations.
(2) August 23, 2018 - Halted from Trading.
(3) September 20, 2017 - Consolidation. Basis 1 new for 2 old.
(4) March 22, 2017 - Name Change from Homeland Energy Group Ltd (HEG.H) and Consolidation. Basis 1 new for 75 old.
(5) December 6, 2016 - Reinstated for Trading.
- 84 -
(6) August 9, 2016 - Halted from Trading.
11. ESCROWED SECURITIES

Based on the SR Offering Price, which was used in connection with the SR Offering completed
November 1, 2018, and the number of Resulting Issuer Shares outstanding, the Resulting
Issuer has a market capitalization of at least $100 million, based on the total amount of issued
and outstanding Resulting Issuer Shares, being 49,175,335 (on an “as-converted” basis for the
Resulting Issuer Series A Multiple/Subordinate Voting Shares and Resulting Issuer Series F
Multiple Voting Shares) multiplied by the SR Offering Price (CAD$4.25), and would be an
exempt issuer under section 3.2(b) of National Policy 46-201. As such, the CSE did not require
an escrow period. The only restriction is that directors, officers and significant shareholders
have entered into lock-up agreements with the Agents pursuant to which such parties have
agreed, subject to customary carve-outs and exceptions, not to sell any Resulting Issuer
Securities (or announce any intention to do so), or any securities issuable in exchange therefor,
for a period of 180 days from the date the Resulting Issuer Subordinate Voting Shares are listed
on the CSE.
12. PRINCIPAL SHAREHOLDERS
As of the Closing of the Reverse Take-Over, only the following shareholders will beneficially
own or exercise control or direction over Resulting Issuer Shares of the Resulting Issuer
carrying more than 10% of the votes attached to such Resulting Issuer Shares:
Percentage of Percentage of
Type of Ownership Outstanding Outstanding Resulting
Number of Resulting Resulting Issuer Issuer Shares of the
Name (of record and Issuer Shares Shares of the Resulting Issuer (Fully
beneficially) Resulting Issuer Diluted)
(Undiluted)
4,399 Resulting
Issuer Series F
Multiple Voting
(2)
Shares
(1)
Edward Fields 171,882 Resulting
Of Record and
Chief Executive Issuer Subordinate (6) 25.54%
Beneficial 45.19%
Officer Voting Shares
171,882 Resulting
Issuer Subordinate
Voting Share
Warrants
583,529 Resulting
Issuer Subordinate
Voting Shares
2,199 Resulting
(3) Issuer Series F
Daniel Fields Of Record and (6)
Multiple Voting 23.60% 13.32%
Beneficial (4)
Shares
23,529 Resulting
Issuer Subordinate
Voting Share
Warrants
- 85 -
Percentage of Percentage of
Type of Ownership Outstanding Outstanding Resulting
Number of Resulting Resulting Issuer Issuer Shares of the
Name (of record and Issuer Shares Shares of the Resulting Issuer (Fully
beneficially) Resulting Issuer Diluted)
(Undiluted)
50 Resulting Issuer
Series A
Multiple/Subordinate
Voting Share
(5)
Debentures
Notes:
(1) Mr. Fields is the beneficial owner of his securities, whereas a portion of the registered owners of his holdings in the Resulting
Issuer are related parties, and the rest is held in a trusts that Mr. Fields is a beneficiary of.
(2) 4,399 Resulting Issuer Series F Multiple Voting Shares are equivalent to 21,995,000 Resulting Issuer Subordinate Voting
Shares.
(3) Mr. Fields is the beneficial owner of 100,000 Resulting Issuer Subordinate Voting Shares, which are held by related parties to
Mr. Fields and a trust that Mr. Fields is a beneficiary of.
(4) 2,199 Resulting Issuer Series F Multiple Voting Shares are equivalent to 10,995,000 Resulting Issuer Subordinate Voting
Shares.
(5) 50 Resulting Issuer Series A Multiple/Subordinate Voting Share Debentures are equivalent to 48,543 Resulting Issuer
Subordinate Voting Shares.
(6) Calculated by treating the Resulting Issuer Series F Multiple Voting Shares on an as-converted to Resulting Issuer Subordinate
Voting Share basis.
13. DIRECTORS AND OFFICERS

13.1 to 13.3. Directors, Officers and Management of the Resulting Issuer
Each director holds office until the close of the next annual general meeting of the Resulting
Issuer, or until his or her successor is duly elected or appointed, unless his or her office is
earlier vacated.
The following table sets out the names of the directors and officers of the Resulting Issuer, the
municipality and province of residence, their position with the Resulting Issuer, their principal
occupation during the past 5 years, and the number and percentage of Resulting Issuer Shares
beneficially owned, directly or indirectly, or over which control or direction is exercised, by each
of the Resulting Issuer’s directors and officers.
Name and Office with DionyMed Director Principal Occupation and Positions Number and
Municipality of Resulting and/or Officer Held During the Last 5 Years(1) Percentage of
Residence Issuer Since Resulting Issuer
Voting Securities
Owned, Beneficially
Held or Controlled(2)
(3) 4,399 Resulting

Edward Fields Chief May 2017 Chief Executive Officer and Issuer Series F
Executive Chairman of DionyMed (May 2017 - Multiple Voting
Los Gatos, Officer and Present); Chief Executive Officer
California Shares (66.67%)
Chairman of and Chairman of Hotchalk (2004 -
the Board 2016); Director of Center for 171,882 Resulting
Education Reform (2012-2016); Issuer Subordinate
Director of Camfed (Present) Voting Shares
(0.35%)
- 86 -
Peter Kampian Chief November 2017 Chief Financial Officer of DionyMed

Financial (November 2017 - Present); Chief
Cambridge, Officer Financial Officer of Mettrum Health
Ontario Corp (2014 - 2017); Director of Red
Pine Exploration Inc. (Present); 87,842 Resulting
Director of James E. Wagner Issuer Subordinate
Cultivation Corporation (Present); Voting Shares
Director of CannaRoyalty Corp (0.18%)
(2017-2018); Director of Flow
Capital Corp. (2016-2018); Chief
Financial Officer of Threshold Power
Trust (2012-2013);
Peter Hilliard Chief June 2018 Chief Operating Officer of DionyMed

Operating (June 2018 - Present); Chief People
Los Gatos, Officer Officer of Quantenna
California Communications, Inc (2017 - 2018)
Nil
Chief Administrative Officer of
Silicon Graphic International (2015 -
2016); Senior Vice President at
Harmonic, Inc. (2008-2015);
Brett Moyer Director N/A President and Chief Executive

Officer and Director of Summit
San Jose, Wireless Technologies Inc. (2010 –
California Present); Director of the WiSa Nil
Association (2011 - Present);
Director of HotChalk Inc. (2013-
2016)
David Kerr Director N/A Chief Executive Officer of Thorium

Power Canada Inc. (2011 - Present) Nil
Toronto, Ontario
Susan Watt Director N/A Director of DionyMed (2018-

Present); Director of Nobilis Health 15,000 Resulting
Toronto, Ontario Corp (2018 - Present); Founder of Issuer Subordinate
the Peter Pan Foundation (2016 - Voting Shares
Present); Director of Adoption (0.03%)
Council of Ontario (2016 - Present)
Stephen Dineley Director N/A Director of BNY Trust Company of

11,764 Resulting
Canada (2015 - Present); Director of
Toronto, Ontario Issuer Subordinate
Medical Facilities Corporation (2016
Voting Shares
- Present); Partner of KPMG (1974 -
(0.02%)
2014)
Notes:
(1) Descriptions of the principal businesses referred to in this column are set out in each director or officer’s biography in s. 13.8 -
Management.
(2) Percentages are displayed on a non-diluted basis.
(3) Mr. Fields is the beneficial owner of his securities, whereas a portion of the registered owners of his holdings related parties,
and the rest is held in a trusts that Mr. Fields is a beneficiary of.
(4) Yolanda Celi is the Corporate Secretary of the Resulting Issuer, but is not considered an executive officer as defined in the
CSE policies.
- 87 -
13.4 Board Committees
The Resulting Issuer currently has two committees of its Board, being the Audit Committee and
the Compensation Committee. The members of the Audit Committee are Brett Moyer, Stephen
Dineley and David Kerr. The members of the Compensation Committee are Brett Moyer, Susan
Watt and David Kerr.
Given the size of the Board, all other functions are dealt with by the full Board. The Resulting
Issuer expects the Board will constitute additional committees of the Board, including a
Corporate Governance Committee.
13.5 Director and Officer Principal Occupations
The principal occupation of each of the proposed Resulting Issuer’s directors and officers is
disclosed in the table above.
13.6 to 13.8. Penalties and Sanctions
No proposed director, officer, promoter of the Resulting Issuer, or a security holder anticipated
to hold sufficient securities of the Resulting Issuer to affect materially the control of the Resulting
Issuer, has been subject to any penalties or sanctions imposed by a court relating to securities
legislation or by a securities regulatory authority or has entered into a settlement agreement
with a securities regulatory authority, or been subject to any other penalties or sanctions
imposed by a court or regulatory body including a self-regulatory body that would be likely to be
considered important to a reasonable security holder making a decision about the Reverse
Take-Over.
Corporate Cease Trade Orders or Bankruptcies
No proposed director, officer, promoter of the Resulting Issuer, or a security holder anticipated
to hold sufficient securities of the Resulting Issuer to affect materially the control of the Resulting
Issuer, within 10 years before the date of this Listing Statement, has been, a director, officer or
promoter of any Person or company that, while that Person was acting in that capacity; was the
subject of a cease trade or similar order, or an order that denied the other Resulting Issuer
access to any exemptions under applicable securities law, for a period of more than 30
consecutive days, or was subject to an event that resulted, after the Person ceased to be a
director or executive officer, in the company being the subject of a cease trade or similar order
or an order that denied the relevant company access to any exemption under securities
legislation, for a period of more than 30 consecutive days; or became bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted
any proceedings, arrangement or compromise with creditors or had a receiver, receiver
manager or trustee appointed to hold its assets, or within a year of that Person ceasing to act in
that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or
insolvency or was subject to or instituted any proceedings, arrangement or compromise with
creditors or had a receiver, receiver manager or trustee appointed to hold its assets, other than
Brett Moyer who was an executive officer of Focus Enhancements, Inc. which was put into
Chapter 11 bankruptcy protection on September 16, 2008. Focus Enhancements, Inc. emerged
from Chapter 11 bankruptcy protection on May 11, 2009. Mr. Moyer was the president and CEO
of Focus Enhancements, Inc. at the time of bankruptcy and remained so until after emerging
from the Chapter 11 bankruptcy protection.
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13.6 Personal Bankruptcies

No director, officer or shareholder holding a sufficient number of securities of the Resulting
Issuer to affect materially the control of the Resulting Issuer, or a personal holding company of
any such person has, within the past ten years, become bankrupt, made a proposal under any
legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings,
arrangement or compromise with creditors, or had a receiver, receiver manager or trustee
appointed to hold the assets of such person.
13.7 Conflicts of Interest
There are potential conflicts of interest to which the directors, officers and promoters of the
Resulting Issuer will be subject with respect to the operations of the Resulting Issuer. Certain of
the directors, and/or officers serve as directors and/or officers of other companies or have
significant shareholdings in other companies. Situations may arise where the directors, officers
and promoters of the Resulting Issuer will be engaged in direct competition with the Resulting
Issuer. Any conflicts of interest will be subject to and governed by the law applicable to directors
and officers’ conflicts of interest, including the procedures prescribed by the OBCA. The OBCA
requires that directors and officers of the Resulting Issuer, who are also directors or officers of a
party which enters into a material contract with the Resulting Issuer or otherwise have a material
interest in a material contract entered into by the Resulting Issuer, must disclose their interest
and refrain from voting on any resolution of the Resulting Issuer’s directors to approve the
contract.
13.8 Management
All the executive officers are employees of the Resulting Issuer (or an affiliate) on a full-time
basis. All executive officers have entered into employment agreements with the Resulting Issuer
which include non-solicitation and confidentiality provisions. Brett Moyer, Susan Watt, David
Kerr, and Stephen Dineley in their roles as directors, will devote 5% 5%, 5% and 5% of their
time to the Resulting Issuer, respectively. The following is a brief description of the directors and
officers of the Resulting Issuer:
Edward Fields, Chair and Chief Executive Officer, Age 58
Mr. Fields is the Chief Executive Officer and Chairman of DionyMed Holdings Inc.
Prior to joining the cannabis industry, Mr. Fields spent more than 20 years developing and
marketing educational technology and enterprise software solutions. He was Director of
Interactive Publishing at The Learning Company, an educational software company. He served
as President and Chief Executive Officer of ProductFactory, Inc., a software firm, and as Senior
Vice President of Marketing at Agile Software Corporation, a provider of product lifecycle
management.
After Agile Software, Mr. Fields founded HotChalk, Inc. in 2004 with a vision of improving
education outcomes, providing access to education for everyone everywhere, and building the
largest online education community in the world. Mr. Fields grew the business to 463 employees
while navigating the complexities of the highly regulated Title IV higher education industry. He
left HotChalk at the end of 2016 to pursue opportunities in cannabis.
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During his tenure at HotChalk, in addition to serving as HotChalk’s Board Chair, Mr. Fields
served as a Board Member at the Center for Education Reform (CER) from September 2012
through June 2016. CER is the pioneer and leading advocate for structural and sustainable
changes that can dramatically improve educational opportunities in the U.S.
Mr. Fields continues his passion in education by currently serving as a Board Member of
Camfed. Camfed is an international non-governmental, non-profit organization founded in 1993.
Its mission is to eradicate poverty in Africa through the education of girls and the empowerment
of young women.
Mr. Fields has a Bachelor of Arts Degree in Mass Communications from the University of
Denver.
Peter Kampian, Chief Financial Officer, Age 59
Mr. Kampian is the Chief Financial Officer of DionyMed Holdings Inc.
Mr. Kampian, CPA, CA, has a long track record as a financial executive with a number of
Canadian public companies.
Mr. Kampian was the Chief Financial Officer of Mettrum Health Corp., an early entrant to the
Canadian cannabis market, where Mr. Kampian was a key member who took the company
public on the TSX-V (MT.V). Mettrum was acquired by Canopy Growth Corp in early 2017. Mr.
Kampian worked with Canopy Growth Corp to assist in the transition and integration of Mettrum.
Mr. Kampian previously served as Chief Financial Officer of Algonquin Income Fund, a power
producer and distributor and an infrastructure company across North America, where he led and
supported debt and equity capital raising.
Mr. Kampian is also a board member of Red Pine Exploration Inc (RPX.V), a mining exploration
company, and James E Wagner Cultivation Corporation (JWCA.V), a Canadian cannabis
cultivator. Mr. Kampian has also held board positions with CannaRoyalty Corp (CRZ.CN), a
North American product and brands company, and Flow Capital Corp (FW.V), a diversified
asset investor.
Mr. Kampian was also involved with several startup businesses in renewable energy including
Threshold Power Trust, an energy company (as Chief Financial Officer from 2012 to 2013),
Riverbank Power Corporation, a company involved in the development, construction and
operation of hydropower facilities (as Chief Operating Officer from 2011 to 2012) and Oneworld
Energy Corporation, a renewable clean energy company (as Chief Financial Officer from 2009
to 2011).
Mr. Kampian is a Canadian Chartered Accountant and holds a Bachelor of Business

Administration Degree from Wilfrid Laurier University.
Peter Hilliard, Chief Operating Officer, Age 51
Mr. Hilliard is the Chief Operating Officer of DionyMed Holdings Inc.

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Starting his career in the hospitality industry, Mr. Hilliard held various operational and HR roles
with theme parks, hotels and restaurants. Most notably, from November of 1994 to December of
1998, Mr. Hilliard served as VP HR Western US for Boston Market Restaurants, joining Boston
Market when it had approximately 250 stores and leaving after it had scaled to over 1,000
stores and 30,000 employees.
During the internet revolution, from 1998 – 2000, Mr. Hilliard moved from hospitality to
technology becoming a Partner and VP of Operations at consulting firm, 54th Street Partners,
LLC. 54th Street Partners was an international management consulting and venture investment
firm, which focused toward helping venture-backed companies accelerate their growth. Clients
included: 35+ start-ups in addition to Borland Software, Brocade, Placeware, Sun
Microsystems, Trimble, Philips, Envivio, iSarla, and others.
First while as consultant and later as employee, from 1999 to 2002, Mr. Hilliard served as VP of
HR with SiteSmith, Inc., a professional services company focused on helping the e-commerce
industry in the management of its large, complex Internet sites, as this start-up grew explosively
from $0 to $30M in revenue and from 20 to 500 employees worldwide in just nine months
culminating in its acquisition by MetroMedia Fiber Network (MFN) with a $1.3B valuation.
Following SiteSmith’s acquisition by MFN, Mr. Hilliard was hired by MFN as SVP HR and
Administration and charged with the organizational consolidation and integration of four
companies totaling ~$1B in revenue.
From June of 2002 to November of 2007, Mr. Hilliard served as SVP, HR and Corporate
Services at Agile Software Corporation. Mr. Hilliard led the organizational integration of various
acquisitions and in addition to his HR role, he led IT and several other corporate functions. Agile
was successfully acquired by Oracle.
From November 2007 to November 2008, co-founded and served as President of ModSquad,
Inc., a professional services provider to digital companies. In December 2008, Mr. Hilliard left
his operational role at ModSquad in favor of joining the company’s board of directors where he
continued to serve until 2013.
From November 2008 to November 2015, Mr. Hilliard served as SVP, HR at Harmonic, Inc., a
video delivery technology and services provider, where in addition to leading HR and other
functions, he also led the successful acquisition of several companies.
From December 2015 to December 2016, Mr. Hilliard was Chief Administrative Officer of a
Silicon Valley company, Silicon Graphic International (SGI), a manufacturer of computer
hardware and software. SGI recruited Mr. Hilliard for the very specific role of preparing the
company organizationally and administratively for an eventual sale. SGI was successfully
acquired by Hewlett Packard Enterprise a year after Mr. Hilliard joined.
Following SGI and prior to joining DionyMed Holdings, Mr. Hilliard served as Chief People
Officer at Quantenna Communications, Inc., a provider of high-performance Wi-Fi solutions.
Mr. Hilliard studied Business Administration at San Jose State University.

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Brett Moyer, Director, Age 60
Mr. Brett A. Moyer serves as the President, Chief Executive Officer and Director of Summit
Wireless Technologies Inc., a provider of immersive, wireless sound technology for intelligent
devices and home entertainment systems.
Mr. Moyer is a leader in wireless HD surround sound for the consumer electronics industry and
a founding Member of WiSA (Wireless Speaker and Audio Association). He joined Focus
Enhancements Inc., a designer of solutions in advanced, proprietary video and wireless video
technologies, in 1997. Mr. Moyer serves on the Board of the WiSA association; an industry
group dedicated to building a wireless standard for multi-channel home theater surround sound.
From September 30, 2002 to 2010 he served as the President and Chief Executive Officer of
Focus Enhancements Inc. From May 1997 to September 30, 2002, Mr. Moyer served as an
Executive Vice President and Chief Operating Officer of Focus Enhancements Inc.
From February 1986 to April 1997, Mr. Moyer worked at Zenith Electronics Corporation,
Glenview, II, a consumer electronics company, where he served as a Vice President and
General Manager of Zenith’s commercial products division. Mr. Moyer also served as Vice
President, sales planning and operations of Zenith. He served as director of HotChalk, Inc. from
2013 to 2016. He serves as a member of the board of Directors at Summit Semiconductors Inc.
Mr. Moyer served as a Director of Focus Enhancements Inc., since September 30, 2002. He
served as a Director of NeoMagic Corp., a semiconductor company and supplier of low-power
audio and video integrated circuits for mobile use, from March 5, 2007 to September 23, 2008.
Mr. Moyer has a Bachelor of Arts in Economics from Beloit College in Wisconsin and a Masters
of International Management with a concentration in finance and accounting from the American
Graduate School of International Management
David Kerr, Director, Age 60
Mr. David Kerr is an accomplished executive, manager and corporate leader with over 30 years
of experience in the power generation and infrastructure industries. He is currently the Chief
Executive Officer of Thorium Power Canada Inc., a clean energy company.
As a founder of Algonquin Power and Utilities Corp., one of the largest Canadian renewable
power companies, Mr. Kerr successfully grew the publicly traded company from an $80 million
IPO in 1997 to over $ 1 billion in assets.
As an early participant in the independent power producers industry, Mr. Kerr has been very
active in the development of green-field power and infrastructure projects throughout North
America and internationally.
In his career, Mr. Kerr has successfully built strong relationships within the independent power
sector, capital markets, public utilities, government agencies and community stakeholders.
David is a natural leader and has a strong stakeholder focus while effectively managing
company and shareholder needs.
Mr. Kerr has an Honours Bachelor of Science from the University of Western Ontario.
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Susan Watt, Director, Age 64
A native of Montreal and Toronto, Ms. Watt has had a 30-year career in public service, holding
various leadership roles within both the Government of Canada and the Ontario Provincial
Government. As a lawyer, part of Ms. Watt's career was spent liaising with law enforcement
agencies in an effort to improve Ontario's policing policies and procedures. As Ontario's only
female Police Complaints Commissioner, Ms. Watt played a significant role in the formation and
development of Ontario's Civilian Oversight of Police Initiative.
Since September, 2016, Ms. Watt has served as a board member on the Adoption Council of
Ontario and is a former member of the Ontario Board of Parole. She is also the founder of The
Peter Pan Foundation, a non-profit organization in Ontario which sponsors community events
throughout the year designed to provide a positive and uplifting experience for children from
less-fortunate backgrounds. Since January, 2018, Ms. Watt has served as a board member of
Nobilis Health, a full-service healthcare development and management company.
Ms. Watt holds a Bachelor of Arts (B.A.) from McGill University, a Bachelor of Laws (LL.B.) from
the University of Ottawa, and a Master of Laws (LL.M.) from the University of Cambridge in
England.
Stephen Dineley, Director, Age 67
Mr. Dineley is a recently retired Partner who specialized in Assurance Services at KPMG. An
expert in his field with 30 years as a Partner, Stephen's expertise and knowledge served him
well as he has worked closely with clients from a multitude of sectors which include healthcare,
real estate, financial institutions, natural resources, transportation and industrials.
From 1998 to 2000, Stephen held the position of Chief Financial Officer at Extendicare Inc., one
of the leaders in Canada's senior housing sector. During his tenure at the company, he oversaw
the integration of one its most significant nursing centre acquisitions as well as the sale of its
institutional pharmacy business.
Currently, Mr. Dineley provides consulting services to an alternate mortgage lender based in
Toronto and serves as an expert witness to a legal firm. He serves as a director for the Bank of
New York Trust Company Canada. He also serves as a director Medical Facilities Corporation,
a company that owns surgical facilities in the United States in partnership with physicians.
13.9 Other Reporting Resulting Issuer Experience
The following table sets out the members of management that are directors of other issuers that
are Resulting Issuers (or the equivalent) in Canada or a foreign jurisdiction, the name of such
Resulting Issuers and the name of the exchange or market applicable to such Resulting Issuers:
Name Name of Reporting Name of Exchange or

Resulting Issuer Market
Peter Kampian Red Pine Exploration Inc. TSX Venture Exchange
Brett Moyer Summit Wireless Nasdaq
Technologies, Inc.
Susan Watt Nobilis Health Corp. TSX, NYSE
Stephen Dineley Medical Facilities Corporation TSX
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14. CAPITALIZATION
14.1 Pro Forma Capitalization
The following tables set forth the pro forma consolidated capitalization of the Resulting Issuer as
at the date of this Listing Statement. All references are to Resulting Issuer Shares.
Number of Number of %of Issued % of
Securities Securities (non-diluted) Issued
(non-diluted) (fully-diluted) (fully diluted)
Public Float
Total outstanding (A) 12,932,388 87,474,304 100% 100%

Held by Related Persons or
employees of the Resulting Issuer or
Related Person of the Resulting
Issuer, or by persons or companies
who beneficially own or control,
directly or indirectly, more than a 5%
voting position in the Resulting Issuer
(or who would beneficially own or
control, directly or indirectly, more than
a 5% voting position in the Resulting
Issuer upon exercise or conversion of
other securities held) (B) 870,017 37,957,845 6.73% 43.39%
Total Public Float (A-B) 12,062,371 49,751,753 93.27% 56.61%
Freely-Tradeable Float
Number of outstanding securities

subject to resale restrictions, including
restrictions imposed by pooling or
other arrangements or in a
shareholder agreement and securities
held by control block holders (C) 27,795(1) 27,795 0.22% 0.03%
Total Tradeable Float (A-C)
13,022,240 87,681,803 99.78% 99.97%
Notes
1. Represents the Resulting Issuer Subordinate Voting Shares issued pursuant to the Inventory Finance Facility.
Public Securityholders (Registered)
Size of Holding Number of holders Total number of securities
1 – 99 securities 15 696
100 – 499 securities 4 681
500 – 999 securities 1 791
1,000 – 1,999 securities 5 7,292
2,000 – 2,999 securities 4 9,556
3,000 – 3,999 securities 7 22,349
4,000 – 4,999 securities 6 28,113
5,000 or more securities 119 11,992,893
Total 161 12,062,371
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Public Securityholders (Beneficial)

1 – 99 securities 852 17,078

100 – 499 securities 123 35,544
500 – 999 securities 12 9,919
1,000 – 1,999 securities 21 39,609
2,000 – 2,999 securities 5 12,056
3,000 – 3,999 securities 11 37,121
4,000 – 4,999 securities 6 28,113
5,000 or more securities 199 11,882,931
Total 1229 12,062,371
Non-Public Securityholders (Registered)
1 – 99 securities - -
1,000 – 1,999 securities - -
2,000 – 2,999 securities - -
3,000 – 3,999 securities - -
4,000 – 4,999 securities - -
5,000 or more securities 5 870,017
Total 5 870,017
14.2 Securities Convertible or Exchangeable for Resulting Issuer Subordinate Voting

Shares
The following tables set forth the securities convertible or exchangeable for Resulting Issuer
Subordinate Voting Shares as at the date of this Listing Statement.
Description of Security (include Number of convertible / exchangeable Number of listed securities
conversion / exercise terms, securities outstanding issuable upon conversion /
including conversion / exercise price) exercise
Resulting Issuer Series A 31,353 3,135,300
Multiple/Subordinate Voting Shares
Resulting Issuer Series F Multiple 6,598 32,990,000
Voting Shares
(1)
Resulting Issuer Options 9,057,042 9,057,042
Resulting Issuer Warrants(2) 9,250,887 9,250,887
Resulting Issuer Broker Warrants(3) 921,101 1,842,201
Resulting Issuer Convertible 18,180 17,650,485
Debentures(4)
Notes:
1. Of the issued and outstanding Resulting Issuer Options: 4,201,875 have an exercise price of $0.10 and an expiry date of August
3, 2027; 600,000 have exercise price of $0.15 and an expiry date of November 16, 2027; 1,237,500 have an exercise price of
$1.00 and an expiry date of February 28, 2028; 2,664,167 have an exercise price of $2.09 and an expiry date of August 14,
2028;42,500 have an exercise price of $2.09 and an expiry date of August 31, 2028; 300,000 have an exercise price of $2.09
and an expiry date of September 14, 2028; and 11,000 have an exercise price of $2.09 and an expiry date of October 5, 2028.
2. 190,000 of the Resulting Issuer Warrants were issued pursuant to the royalty agreement with Grenville and have an exercise
price of $1.50 and an expiry date of April 4, 2023 (see Section 3.1.2 – “DionyMed – Financing Activities” for further details on
the exercise price and expiry date); 8,115,297 of the Resulting Issuer Warrants were issued pursuant to the SR Offering and
have an exercise price of $6.37 and an expiry date of November 29, 2020 (see Section 3.1.2 – “DionyMed – Financing
Activities” for further details on the exercise price and expiry date); 201,590 of the Resulting Issuer Warrants (being the
number of Resulting Issuer Warrants outstanding following the consolidation that took place in connection with the Reverse
Take-Over) were issued pursuant to Sixonine’s private placement that took place of July 11, 2018 and have an exercise price
of $0.20 and an expiry date of July 11, 2019 (see Section 3.1.1 – “Sixonine – Financing Activities” for further details on the
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exercise price and expiry date); 744,000 of the Resulting Issuer Warrants were issued pursuant to the Inventory Finance
Facility and have an exercise price of $5.31and an expiry date of December 5, 2021 (see Section 3.1.2 – “DionyMed – Financing
Activities” for further details on the exercise price and expiry date).
3. 427,913 of the Resulting Issuer Broker Warrants were issued pursuant to the DionyMed Private Placement and have an
exercise price of $3.09 and an expiry date of November 29, 2020; and 493,188 of the Resulting Issuer Broker Warrants were
issued pursuant to the SR Offering and have an exercise price of $6.37 and an expiry date of November 29, 2020 (see Section
3.1.2 – “DionyMed – Financing Activities” for further details on the exercise prices and expiry dates).
4. The Resulting Issuer Convertible Debentures were issued pursuant to the DionyMed Private Placement, pursuant to which:
4,940 Resulting Issuer Series A Multiple/Subordinate Voting Share Debentures mature 24 months from June 14, 2018, and are
convertible into Resulting Issuer Subordinate Voting Share Units at the option of the holder following a Liquidity Event at a
conversion price equal to CAD$206; and 13,240 Resulting Issuer Subordinate Voting Share Debentures mature 24 months
from June 14, 2018, and are convertible into Resulting Issuer Subordinate Voting Share Units at the option of the holder
following a Liquidity Event at a conversion price equal to CAD$2.06. Each Resulting Issuer Series A Multiple/Subordinate Voting
Share Unit is comprised of one Resulting Issuer Series A Multiple/Subordinate Voting Shares and one Resulting Issuer Series A
Multiple/Subordinate Voting Share Warrant exercisable to acquire one Resulting Issuer Series A Multiple/Subordinate Voting
Share at an exercise price of CAD$309 for a period of 24 months from the completion of a Liquidity Event; and each Resulting
Issuer Subordinate Voting Share Unit is comprised of one Resulting Issuer Subordinate Voting Share and one Resulting Issuer
Subordinate Voting Share Warrant exercisable to acquire one Resulting Issuer Subordinate Voting Share at an exercise price of
CAD$3.09 for a period of 24 months from the completion of a Liquidity Event. (see Section 3.1.2 – “DionyMed – Financing
Activities” for further details on the exercise prices and expiry dates).
15. EXECUTIVE COMPENSATION

15.1 Compensation Discussion and Analysis
Named Executive Officers
For the purposes of this section, the “Named Executive Officers” or “NEOs” (the "Named
Executive Officers" or “NEOs”) are the Chief Executive Officer and Chief Financial Officer of
the Resulting Issuer and the anticipated three most highly compensated executive officer of the
Resulting Issuer (other than the Chief Executive Officer and Chief Financial Officer), being
Edward Fields (the Chief Executive Officer), Peter Hilliard (Chief Operating Officer), and Peter
Kampian (the Chief Financial Officer). The biographies of each of the NEOs are set out under
Section 13 above. Additional details regarding the compensation anticipated to be paid to the
NEOs are set out below in this section.
The following table is a summary of the compensation granted to each of the Named Executive
Officers and the directors in the two most recently completed financial years.
TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES
Salary,
consulting fee, Committee or All Other
retainer or Meeting Fees Value of perquisites Compensation
Name and commission
Position Year ($) Bonus ($) ($) ($) ($) Total ($)
Edward Fields
Chief Executive 2017 N/A N/A N/A N/A N/A N/A
Officer and 2016 N/A N/A N/A N/A N/A N/A
(1)(2)
Director
Scott 2017 Nil Nil Nil Nil Nil Nil
(3)
Ackerman
2016 Nil Nil Nil Nil Nil Nil
Former Chief
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TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES
Salary,
consulting fee, Committee or All Other
retainer or Meeting Fees Value of perquisites Compensation
Name and commission
Position Year ($) Bonus ($) ($) ($) ($) Total ($)
Executive
Officer
Peter Kampian
2017 N/A N/A N/A N/A N/A N/A
Chief Financial
(2) 2016 N/A N/A N/A N/A N/A N/A
Officer
Peter Hilliard
2017 N/A N/A N/A N/A N/A N/A
Chief Operating
(2) 2016 N/A N/A N/A N/A N/A N/A
Officer
Doug
(3)
McFaul
2017 Nil Nil Nil Nil Nil Nil
Former Chief 2016 Nil Nil Nil Nil Nil Nil
Financial
Officer
David Kerr 2017 N/A N/A N/A N/A N/A N/A
(1)
Director 2016 N/A N/A N/A N/A N/A N/A
Brett Moyer 2017 N/A N/A N/A N/A N/A N/A

(1)
Susan Watt 2017 N/A N/A N/A N/A N/A N/A

(1)
Stephen
Dineley 2017 N/A N/A N/A N/A N/A N/A
(1) 2016 N/A N/A N/A N/A N/A N/A
Director
Notes:
(1) The members of the Board currently do not receive compensation in their capacity as directors. The Resulting Issuer is in the process of
formalizing its board compensation program, see the “Director Compensation” section below.
(2) The compensation packages for management are set out in the “Employment, Consulting and Management Agreements” section below.
(3) Messrs. Ackerman and McFaul were the Chief Executive Officer and Chief Financial Officer, respectively, of Sixonine prior to the completion
of the Reverse Take-Over. Messrs. Ackerman and McFaul resigned their positions as Chief Executive Officer and Chief Financial Officer,
respectively, on the Closing Date.
15.2 Equity Incentive Plan Awards
The following table sets out the share- and option-based awards to the Named Executive
Officers and the directors outstanding at the end of the fiscal year ended December 31, 2017:
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COMPENSATION SECURITIES
Number of Closing Price of

Compensation Security or
Securities, number Closing Price of Underlying
of Underlying Security or Security at Year
Type of Securities and Date of Underlying End
Compensation Percentage of Issue or Security on
Name and Position Security Class Grant Date of Grant ($) Expiry Date
Edward Fields
N/A N/A N/A N/A N/A
Chief Executive Officer N/A
(1)(2)
and Director
(3)
Scott Ackerman
N/A N/A N/A N/A N/A N/A
Former Chief Executive
Officer
Peter Kampian
Chief Financial
(2) (4)
Officer
Peter Hilliard
Chief Operating
(2)(5)
Officer
(3)
Doug McFaul
Former Chief Financial
Officer
David Kerr N/A N/A N/A N/A N/A N/A
(1)(6)
Director
Brett Moyer N/A N/A N/A N/A N/A N/A
(1)(7)
Director
Susan Watt N/A N/A N/A N/A N/A N/A
(1)(8)
Director
Stephen Dineley N/A N/A N/A N/A N/A N/A
(1)(9)
Director
Notes:
(1) The members of the Board currently do not receive compensation in their capacity as directors. The Resulting Issuer is in the process of
formalizing its board compensation program, see the “Director Compensation” section below.
(2) The compensation packages for management are set out in the “Employment, Consulting and Management Agreements” section below.
(3) Messrs. Ackerman and McFaul were the Chief Executive Officer and Chief Financial Officer, respectively, of Sixonine prior to the completion
of the Reverse Take-Over. Messrs. Ackerman and McFaul resigned their positions as Chief Executive Officer and Chief Financial Officer,
respectively, on the Closing Date.
(4) Mr. Kampian holds 600,000 Resulting Issuer Options at a conversion price of $0.15 per Resulting Issuer Option, and 300,000 Resulting
Issuer Options at a conversion price of $1.00 per Resulting Issuer Option, which were granted by DionyMed prior to the Reverse Take-Over
and following the completion of the fiscal year ended December 31, 2017.
(5) Mr. Hilliard holds 825,000 Resulting Issuer Options at a conversion price of $2.09 per Resulting Issuer Option, which were granted by
DionyMed prior to the Reverse Take-Over and following the completion of the fiscal year ended December 31, 2017.
(6) Mr. Kerr holds 225,000 Resulting Issuer Options at a conversion price of $1.000 per Resulting Issuer Option, which were granted by
(7) Mr. Moyer holds 600,000 Resulting Issuer Options at a conversion price of $0.10 per Resulting Issuer Option, which were granted by
(8) Ms. Watt holds 225,000 Resulting Issuer Options at a conversion price of $2.09 per Resulting Issuer Option, which were granted by
(9) Mr. Dineley holds 225,000 Resulting Issuer Options at a conversion price of $2.09 per Resulting Issuer Option, which were granted by
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No director or Named Executive Officer exercised any share- or option- based awards during
the most recently completed financial year.
15.3 Stock Option Plans and Other Incentive Plans
In connection with the completion of the Reverse Take-Over, Sixonine shareholders approved
the Equity Incentive Plan. For further details in respect of the Equity Incentive Plan, please see
Section 9 – “Options to Purchase Securities” above.
15.4 Employment, Consulting and Management Agreements
The Resulting Issuer has adopted and approved executive employment agreements for Edward
Fields (Chief Executive Officer), Peter Hilliard (Chief Operating Officer) and Peter Kampian
(Chief Financial Officer). Details regarding the compensation anticipated to be paid to the NEOs
under such executive employment agreements are set out below.
Edward Fields, Chief Executive Officer
Under the terms of his employment contract, Mr. Fields is entitled to an annual salary of
US$600,000.
Mr. Fields’ salary will be reviewed annually. Mr. Fields may be eligible under the terms of his
employment contract for a discretionary annual cash bonus of US$600,000 and he may also be
eligible to receive additional equity-based compensation.
Mr. Fields’ employment contract provides for the payment of severance in the event of
termination without Cause that is six (6) months of Mr. Fields’ annual salary.
Peter Hilliard, Chief Operating Officer
Under the terms of his employment contract, Mr. Hilliard is entitled to an annual salary of
US$335,000 and 825,000 stock options exercisable at CAD$2.09 per share.
Mr. Hilliard’s salary will be reviewed annually. Mr. Hilliard may be eligible under the terms of his
employment contract for a discretionary annual cash bonus of US$134,000 and he may also be
eligible to receive additional equity-based compensation.
Mr. Hilliard’s employment contract provides for the payment of severance in the event of
termination without Cause that is six (6) months of Mr. Hilliard’s annual salary as well as
acceleration of stock option vesting.
Peter Kampian, Chief Financial Officer
Under the terms of his employment contract, Mr. Kampian is entitled to an annual salary of
US$500,000, 600,000 stock options exercisable at CAD$0.15 per share, and 300,000 stock
options exercisable at CAD$1.00 per share.
Mr. Kampian’s salary will be reviewed annually. Mr. Kampian may be eligible under the terms of
his employment contract for a discretionary annual cash bonus of US$160,000 and he may also
be eligible to receive additional equity-based compensation.
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Mr. Kampian’s employment contract provides for the payment of severance in the event of
termination without Cause that is six (6) months of Mr. Kampian’s annual salary.
General
Under each NEO’s executive employment agreement, “Cause” for termination purposes is
defined as: (a) material violation of the Resulting Issuer’s policies, including the disclosure or
misuse of confidential information, or those set forth in manuals or statements of policy issued
by the Resulting Issuer, or (b) serious neglect or misconduct in the performance of the
employee’s duties or wilful or repeated failure or refusal to perform such duties. If Cause is
alleged, the employees will be provided an opportunity to cure the Cause allegation within
ninety (90) days of receiving the initial notice alleging Cause.
Pursuant to each NEO’s executive employment agreement, each NEO shall also receive the
following benefits: (a) vacation time to the extent permitted by law, (b) health insurance and
related benefits for the employee’s spouse and dependents, including disability benefits, (c)
executive insurance coverage and indemnification for claims arising against the NEO in relation
to his employment, and (d) personal security pursuant to the Resulting Issuer’s executive
protection policy, as determined to be appropriate from time to time in the circumstances of the
NEO.
Upon the death of any of the NEOs, the then-current spouse of such NEO shall receive death
benefits equal to two times the NEO’s then-current salary and the maximum annual bonus paid
to that NEO over the previous three (3) years prior to his death, such amounts to be split in half
and paid to the spouse on the first day of the second month of the NEO’s death, with the
remaining half paid on the one (1) year anniversary of the first payment. The remainder of the
deceased NEO’s equity grants that have not yet vested will also become fully vested upon
death and be transferred to the spouse on the first day of the second month of the NEO’s death.
15.5 Oversight and Description of Director and Named Executive Officer Compensation
Philosophy and Objectives
The compensation of the NEOs is set by the compensation committee of the Resulting Issuer.
The objective of the compensation committee in setting compensation levels is to attract and
retain individuals of high caliber to serve as officers of the Resulting Issuer, to motivate their
performance to achieve the Resulting Issuer’s strategic objectives and to align the interests of
executive officers with the long-term interests of the shareholders of the Resulting Issuer. These
objectives are designed to ensure that the Resulting Issuer continues to grow on an absolute
basis as well as to grow cash flow and earnings for shareholders of the Resulting Issuer. The
compensation committee sets the compensation received by Named Executive Officers to be
generally competitive with the compensation received by persons with similar qualifications and
responsibilities who are engaged by other companies of corresponding size, stage of
development, having similar assets, number of employees, market capitalization and profit
margin. In setting such levels, the compensation committee relies primarily on their own
experience and knowledge.
Compensation
The Resulting Issuer’s compensation practices will be designed to retain, motivate and reward
its executive officers for their performance and contribution to the Resulting Issuer’s long-term
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success. The Resulting Issuer Board will seek to compensate the Resulting Issuer’s executive
officers by combining short and long-term cash and equity incentives. It will also seek to reward
the achievement of corporate and individual performance objectives, and to align executive
officers’ incentives with shareholder value creation. The Resulting Issuer Board will seek to tie
individual goals to the area of the executive officer’s primary responsibility. These goals may
include the achievement of specific financial or business development goals.
The Resulting Issuer Board will also seek to set company performance goals that reach across
all business areas and include achievements in finance/business development and corporate
development.
The independent directors of the Resulting Issuer will review and recommend the executive
compensation arrangements and the employment agreements for the Chief Executive Officer,
Chief Operating Officer, and Chief Financial Officer. The ultimate decision will rest with the Chief
Executive Officer in all cases.
Benchmarking
The executive team is expected to establish an appropriate comparator group for purposes of
setting the future compensation of the NEOs.
Elements of Compensation
The compensation of the NEOs will include three major elements: (a) base salary, (b) an
annual, discretionary cash bonus, and (c) long-term equity incentives, consisting of LTIP Units
and stock options and other applicable awards granted under the Equity Incentive Plan and any
other equity plan that may be approved by the Resulting Issuer Board. These three principal
elements of compensation are described below.
Base Salary
Base salaries are intended to provide an appropriate level of fixed compensation that will assist
in employee retention and recruitment. Base salaries will be determined on an individual basis,
taking into consideration the past, current and potential contribution to the Resulting Issuer’s
success, the position and responsibilities of the NEOs and competitive industry pay practices for
other high growth, premium brand companies of similar size and revenue growth potential.
Annual Cash Bonus
Annual bonuses will be awarded based on qualitative and quantitative performance standards
and will reward performance of the NEO individually. The determination of an NEO’s
performance may vary from year to year depending on economic conditions and conditions in
the marijuana industry and may be based on measures such as stock price performance, the
meeting of financial targets against budget (such as adjusted funds from operations), the
meeting of acquisition objectives and balance sheet performance.
Director Compensation
It is anticipated that the Resulting Issuer will pay compensation to its directors in the form of
annual fees for attending meetings of the Resulting Issuer Board. Directors may receive
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additional compensation for acting as chairs of committees of the Resulting Issuer Board.
Directors will also be entitled to receive stock options and other applicable awards in
accordance with the terms of the Equity Incentive Plan and the CSE requirements and will be
reimbursed for any out-of-pocket travel expenses incurred in order to attend meetings of the
Resulting Issuer Board, committees of the Resulting Issuer Board or meetings of the
shareholders of the Resulting Issuer. It is also anticipated that the Resulting Issuer will obtain
customary insurance for the benefit of its directors and enter into indemnification agreements
with its directors pursuant to which the Resulting Issuer will agree to indemnify its directors to
the extent permitted by applicable law.
15.6 Pension Disclosure

The Resulting Issuer has not yet instituted defined benefit or defined contribution pension plans
in place which provide for payments or benefits at, following, or in connection with retirement.
16. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No existing director, executive officer or senior officer of the Resulting Issuer is currently, or was
at any time during the most recently completed financial year, indebted to the Resulting Issuer
or any of its subsidiaries, or is indebted to another entity where the debt is, or at any time since
the most recently completed financial year was, the subject of a guarantee, support agreement,
letter of credit or other similar arrangement or understanding provided by the Resulting Issuer or
any of its subsidiaries.
17. RISK FACTORS
The following are certain factors relating to the business of the Resulting Issuer. These
risks and uncertainties are not the only ones facing the Resulting Issuer. Additional risks and
uncertainties not presently known to the Resulting Issuer or currently deemed immaterial by the
Resulting Issuer, may also impair the operations of the Resulting Issuer. If any such risks
actually occur, shareholders of the Resulting Issuer could lose all or part of their investment and
the business, financial condition, liquidity, results of operations and prospects of the Resulting
Issuer could be materially adversely affected and the ability of the Resulting Issuer to implement
its growth plans could be adversely affected.
The acquisition of any of the securities of the Resulting Issuer is speculative, involving a
high degree of risk and should be undertaken only by persons whose financial resources are
sufficient to enable them to assume such risks and who have no need for immediate liquidity in
their investment. An investment in the securities of the Resulting Issuer should not constitute a
major portion of an individual’s investment portfolio and should only be made by persons who
can afford a total loss of their investment. Resulting Issuer Shareholders should evaluate
carefully the following risk factors associated with the Resulting Issuer’s securities, along with
the risk factors described elsewhere in this Listing Statement.
Risks Related to the Business of the Resulting Issuer
Founder Voting Control
As a result of the Resulting Issuer Series F Multiple Voting Shares, Edward Fields, DionyMed’s
Co-Founder & Chief Executive Officer, and Daniel Fields will exercise approximately 68.57% of
the voting power in respect of the Resulting Issuer’s outstanding shares. The Resulting Issuer
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Subordinate Voting Shares are entitled to one vote per share and the Resulting Issuer Series F
Multiple Voting Shares are entitled to 5,000 votes per share. As a result, Mr. Fields and Mr.
Fields, and potentially either one of them alone, have the ability to control the outcome of all
matters submitted to the Resulting Issuer’s shareholders for approval, including the election and
removal of directors and any arrangement or sale of all or substantially all of the assets of the
Resulting Issuer. If Mr. Fields’ or Mr. Fields’ employment with the Resulting Issuer is terminated
or they resign from their positions with the Resulting Issuer, they will continue to have the ability
to exercise the same significant voting power. Additionally, each Resulting Issuer Series F
Share may be transferred to the holder’s immediate family members in accordance with Section
10 “Description of Securities”. Accordingly, upon a transfer by an Initial Holder of some or all of
his Resulting Issuer Series F Shares to the other Initial Holder, the other founder could
individually control nearly all of the voting power of the Resulting Issuer’s outstanding shares.
The concentrated control through the Resulting Issuer Series F Multiple Voting Shares could
delay, defer, or prevent a change of control of the Resulting Issuer, arrangement involving the
Resulting Issuer or sale of all or substantially all of the assets of the Resulting Issuer that its
other shareholders support. Conversely, this concentrated control could allow the founders to
consummate such a transaction that the Resulting Issuer’s other shareholders do not support.
In addition, the founders may make long-term strategic investment decisions and take risks that
may not be successful and may seriously harm the Resulting Issuer’s business.
Marijuana remains illegal under U.S. federal law
Marijuana is a Schedule I controlled substance and is illegal under federal U.S. law. Even in
those states in which the use of marijuana has been legalized, its use, cultivation, sale and
distribution remains a violation of federal law. Any person connected to the marijuana industry in
the U.S. may be at risk of federal criminal prosecution and civil liability in the United States. Any
investments may be subject to civil or criminal forfeiture and total loss. Since federal law
criminalizing the use of marijuana is not preempted by state laws that legalize its use, strict
enforcement of federal law regarding marijuana would harm the Resulting Issuer’s business,
prospects, results of operation, and financial condition. Due to the federal illegality of cannabis
and the charged political climate surrounding the cannabis industries of various states, political
risks are inherent in the cannabis industry. It remains to be seen whether policy changes at the
federal level will have a chilling effect on the cannabis industry.
Federal regulation of marijuana in the United States
Unlike in Canada which has federal legislation uniformly governing the cultivation, distribution,
sale and possession of medical cannabis under the Access to Cannabis for Medical Purposes
Regulations (Canada) and the regulation of recreational cannabis under the Cannabis Act
(Canada), investors are cautioned that in the United States, cannabis is largely regulated at the
State level. To date, a total of 29 states, plus the District of Columbia, have legalized cannabis
in some form.
Notwithstanding the permissive regulatory environment of cannabis at the state level, cannabis
continues to be categorized as a Schedule I controlled substance under the Controlled
Substances Act (the "CSA") in the United States and as such, remains illegal under federal law
in the United States.
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As a result of the conflicting views between state legislatures and the federal government
regarding cannabis, investments in cannabis businesses in the United States are subject to
inconsistent legislation and regulation. The response to this inconsistency was addressed in
August 2013 when then Deputy Attorney General, James Cole, authored a memorandum (the
"Cole Memorandum") addressed to all United States district attorneys acknowledging that,
notwithstanding the designation of cannabis as a controlled substance at the federal level in the
United States, several states had enacted laws relating to cannabis for medical purposes.
The Cole Memorandum outlined the priorities for the Department of Justice relating to the
prosecution of cannabis offenses. In particular, the Cole Memorandum noted that in jurisdictions
that have enacted laws legalizing cannabis in some form and that have also implemented strong
and effective regulatory and enforcement systems to control the cultivation, distribution, sale
and possession of cannabis, conduct in compliance with those laws and regulations is less likely
to be a priority at the federal level. Notably, however, the Department of Justice never provided
specific guidelines for what regulatory and enforcement systems it deemed sufficient under the
Cole Memorandum standard. In light of limited investigative and prosecutorial resources, the
Cole Memorandum concluded that the Department of Justice should be focused on addressing
only the most significant threats related to cannabis. Licensed, compliant cannabis operations in
those States which allowed such activity were not characterized as a high priority.
In March 2017, former Attorney General Jeff Sessions again noted limited federal resources and
acknowledged that much of the Cole Memorandum had merit. However, on January 4, 2018,
Mr. Sessions issued a new memorandum that rescinded and superseded the Cole
Memorandum effective immediately (the "Sessions Memorandum")39. The Sessions
Memorandum stated, in part, that current law reflects "Congress’ determination that cannabis is
a dangerous drug and cannabis activity is a serious crime", and Mr. Sessions directed all U.S.
Attorneys to enforce the laws enacted by Congress and to follow well-established principles
when pursuing prosecutions related to marijuana activities. The inconsistency between federal
and state laws and regulations is a major risk factor.
As a result of the Sessions Memorandum, federal prosecutors are no longer guided to utilize
their prosecutorial discretion to deprioritize enforcement of federal law with respect to cannabis
activities which are lawful at the State level. No direction was given to federal prosecutors in the
Sessions Memorandum as to the priority they should ascribe to such cannabis activities, and
resultantly it is uncertain how active federal prosecutors will be in relation to such activities.
Furthermore, the Sessions Memorandum did not discuss the treatment of medical cannabis by
federal prosecutors. Medical cannabis is currently protected against enforcement by enacted
legislation from the United States Congress in the form of the Leahy Amendment to H.R.6157 –
containing a “minibus” appropriations package (for two agencies) as well as a Continuing
Resolution (for several other agencies including the Department of Justice) until December 7th
of 2018, which similarly prevents federal prosecutors from using federal funds to impede the
implementation of medical cannabis laws enacted at the state level, subject to Congress
restoring such funding. Due to the ambiguity of the Sessions Memorandum, there can be no
assurance that the federal government will not seek to prosecute cases involving cannabis
businesses that are otherwise compliant with state law.
39
U.S. Dept. of Justice. (2018). Memorandum for all United States Attorneys re: Marijuana Enforcement. Washington,
DC: US Government Printing Office. Retrieved from https://www.justice.gov/opa/press-
release/file/1022196/download.
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Federal law is not preempted by state law in these circumstances, so the federal government
can assert criminal violations of federal law against members of the marijuana industry despite
state law. The level of prosecutions of state-legal cannabis operations is entirely unknown;
nonetheless, the stated position of the current administration is hostile to legal cannabis, and
furthermore may be changed at any time by the Department of Justice to become even more
aggressive. The Sessions Memorandum lays the groundwork for United States Attorneys to
take their cues on enforcement priority directly from former Attorney General Jeff Sessions, by
referencing the U.S. Attorneys’ Manual, which, among other factors, lists federal law
enforcement priorities set by the Attorney General (formerly being Jeff Sessions) as a factor to
be utilized in their prosecutorial discretion. If the Department of Justice policy under former
Attorney General Jeff Sessions was to aggressively pursue financiers or equity owners of
cannabis-related business, and United States Attorneys followed such Department of Justice
policies through pursuing prosecutions, then the Resulting Issuer could face (i) seizure of its
cash and other assets used to support or derived from its cannabis subsidiaries, (ii) the arrest of
its employees, directors, officers, managers and investors, and charges of ancillary criminal
violations of the CSA for aiding and abetting and conspiring to violate the CSA by virtue of
providing financial support to cannabis companies that service or provide goods to state-
licensed or permitted cultivators, processors, distributors, and/or retailers of cannabis.
Notably, current federal law (in the form of budget bills) prevents the Department of Justice from
expending funds to intervene with states’ rights to legalize cannabis for medical purposes. In the
event Congress fails to renew this federal law in its next budget bill, the foregoing protection for
medical cannabis operators will be void.
Now that the Cole Memorandum has been repealed by former Attorney General Jeff Sessions,
the Department of Justice under the current administration or an aggressive federal prosecutor
could allege that the Resulting Issuer and its Board and, potentially its shareholders, "aided and
abetted" violations of federal law by providing finances and services to its portfolio cannabis
companies. Under these circumstances, it is possible that the federal prosecutor would seek to
seize the assets of the Resulting Issuer, and to recover the "illicit profits" previously distributed
to shareholders resulting from any of the foregoing financing or services. In these
circumstances, the Resulting Issuer’s operations would cease, shareholders may lose their
entire investment and directors, officers and/or shareholders may be left to defend any criminal
charges against them at their own expense and, if convicted, be sent to federal prison.
On January 12, 2018, the Canadian Securities Administrators issued a statement that they were
considering whether the disclosure-based approach for issuers with U.S. marijuana-related
activities remains appropriate in light of the rescission of the Cole Memorandum.
Notwithstanding the foregoing, in September 2018, as part of H.R. 6157, Congress renewed,
through December 7th 2018, the Leahy Amendment (“Leahy Amendment”) which prohibits the
Department of Justice from expending any funds for the prosecution of medical cannabis
businesses operating in compliance with state and local laws. Should the Leahy Amendment
not be renewed upon expiration in subsequent spending bills there can be no assurance that
the federal government will not seek to prosecute cases involving medical cannabis businesses
that are otherwise compliant with state law. Such potential proceedings could involve significant
restrictions being imposed upon the Resulting Issuer or third parties, while diverting the
attention of key executives. Such proceedings could have a material adverse effect on the
Resulting Issuer’s business, revenues, operating results and financial condition as well as the
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Resulting Issuer’s reputation, even if such proceedings were concluded successfully in favour of
Additionally, there can be no assurance as to the position any new administration may take on
marijuana and a new administration could decide to enforce the federal laws strongly. Any
enforcement of current federal laws could cause significant financial damage to the Resulting
Issuer and its shareholders. Further, future presidential administrations may want to treat
marijuana differently and potentially enforce the federal laws more aggressively.
Violations of any federal laws and regulations could result in significant fines, penalties,
administrative sanctions, convictions or settlements arising from civil proceedings conducted by
either the federal government or private citizens, or criminal charges, including, but not limited
to, disgorgement of profits, cessation of business activities or divestiture. This could have a
material adverse effect on the Resulting Issuer, including its reputation and ability to conduct
business, its holding (directly or indirectly) of cannabis licenses in the United States, the listing
of its securities on various stock exchanges, its financial position, operating results, profitability
or liquidity or the market price of its publicly traded common shares. In addition, it is difficult to
estimate the time or resources that would be needed for the investigation of any such matters or
its final resolution because, in part, the time and resources that may be needed are dependent
on the nature and extent of any information requested by the applicable authorities involved,
and such time or resources could be substantial.
Risks associated with travelling across borders
News media have reported that United States immigration authorities have increased scrutiny of
Canadian citizens who are crossing the United States–Canada border with respect to persons
involved in cannabis businesses in the United States. There have been a number of Canadians
barred from entering the United States as a result of an investment in or act related to United
States cannabis businesses. In some cases, entry has been barred for extended periods of time
and lifetime bans have been granted.
The majority of persons travelling across the Canadian and U.S. border do so without incident.
Some persons are simply denied entry one time. The U.S. Department of State and the
Department of Homeland Security have indicated that the United States has not changed the
admission requirements in response to the pending legalization of recreational cannabis in
Canada. Admissibility to the United States may be denied to any person working or ‘having
involvement in’ the marijuana industry according to United States Customs and Border
Protection. Additionally, legal experts have indicated that if the admission criteria are applied
broadly, this may result in a determination that the act of investing in or working or collaborating
with a U.S. cannabis company is considered trafficking in a Schedule I controlled substance or
aiding, abetting, assisting, conspiring or colluding in the trafficking of a Schedule I controlled
substance. Inadmissibility in the United States implies a lifetime ban for entry as such
designation is not lifted unless an individual applies for and obtains a waiver.
Resulting Issuer directors, officers or employees traveling from Canada to the United States for
the benefit of the Resulting Issuer may encounter enhanced scrutiny by United States
immigration authorities that may result in the employee not being permitted to enter the United
States for a specified period of time. If this happens to Resulting Issuer directors, officers or
employees, then this may reduce the Resulting Issuer’s ability to manage its business
effectively in the United States.
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U.S. state regulatory uncertainty
The rulemaking process for cannabis operators at the state level in any state will be ongoing
and result in frequent changes. As a result, a compliance program is essential to manage
regulatory risk. All operating policies and procedures implemented in the operation will be
compliance-based and derived from the state regulatory structure governing ancillary cannabis
businesses and their relationships to state-licensed or permitted cannabis operators, if any.
Notwithstanding the Resulting Issuer’s efforts, regulatory compliance and the process of
obtaining regulatory approvals can be costly and time-consuming. No assurance can be given
that the Resulting Issuer will receive the requisite licenses, permits or cards to operate its
businesses.
In addition, local laws and ordinances could restrict the Resulting Issuer’s business activity.
Although legal under the laws of the states in which the Resulting Issuer’s business will operate,
local governments have the ability to limit, restrict, and ban cannabis businesses from operating
within their jurisdiction. Land use, zoning, local ordinances, and similar laws could be adopted or
changed, and have a material adverse effect on the Resulting Issuer’s business.
The Resulting Issuer is aware that multiple states are considering special taxes or fees on
businesses in the marijuana industry. It is a potential yet unknown risk at this time that other
states are in the process of reviewing such additional fees and taxation. This could have a
material adverse effect upon the Resulting Issuer’s business, results of operations, financial
condition or prospects.
In addition, it is possible that regulations may be enacted in the future that will be directly
applicable to the Resulting Issuer’s business, including, but not limited to, regulations or laws
impacting the amount of production that the Resulting Issuer’s licensed entities are authorized
to produce. The Resulting Issuer cannot predict the nature of any future laws, regulations,
interpretations or applications, nor can the Resulting Issuer determine what effect additional
governmental regulations or administrative policies and procedures, if promulgated, could have
on the Resulting Issuer’s business.
The Resulting Issuer’s business is dependent on laws pertaining to the cannabis

industry, and further legislative development is not guaranteed.
The Resulting Issuer’s business plan involves the cultivation, distribution, manufacture, storage,
transportation and/or sale of medical and adult use cannabis products in compliance with
applicable state law, but in violation of federal law. Continued development of the cannabis
industry is dependent upon continued legislative and regulatory authorization of cannabis at the
state level. Any number of factors could slow or halt progress in this area. Further progress is
not assured. While there may be ample public support for legislative action, numerous factors
impact the legislative and regulatory process. Any one of these factors could slow or halt
business operations relating to cannabis or the current tolerance for the use of cannabis by
consumers, which would negatively impact the Resulting Issuer’s business.
Risks associated with young industries.
The cannabis industries in those states which have legalized such activity are not yet well-
developed, and many aspects of these industries’ development and evolution cannot be
accurately predicted. While the Resulting Issuer has attempted to identify many risks specific to
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the cannabis industry, prospective investors should carefully consider that there are probably
other risks that the Resulting Issuer has not foreseen or not mentioned in this document, which
may cause prospective investors to lose some, or all, of such prospective investor’s investment.
Given the limited history, it is difficult to predict whether this market will continue to grow or
whether it can be maintained. For example, as a result of the Resulting Issuer’s limited
operating history in a new industry, it is difficult to discern meaningful or established trends with
respect to the purchase activity of the Resulting Issuer’s customers.
The Resulting Issuer expects that the market will evolve in ways which may be difficult to
predict. For example, the Resulting Issuer anticipates that over time it will reach a point in most
markets where the Resulting Issuer has achieved a market penetration such that investments in
new customer acquisition are less productive and the continued growth of the Resulting Issuer’s
revenue will require more focus on increasing the rate at which the Resulting Issuer’s existing
customers purchase products. In the event of these or any other changes to the market, the
Resulting Issuer’s continued success will depend on the Resulting Issuer’s ability to successfully
adjust the Resulting Issuer’s strategy to meet the changing market dynamics. If the Resulting
Issuer is unable to successfully adapt to changes in the Resulting Issuer’s markets, the
Resulting Issuer’s business, financial condition and results of operations could suffer a material
negative impact.
The legality of cannabis could be reversed in one or more states of operation.
The voters or legislatures of states in which cannabis has been legalized could potentially
repeal applicable laws which permit both the operation of medical and retail cannabis
businesses. These actions might force the Resulting Issuer to cease some or all of the
Resulting Issuer’s business.
If no additional states, U.S. territories or countries allow the legal use of cannabis, or if one or
more jurisdictions which currently allow it were to reverse position, the Resulting Issuer’s may
not be able to grow, or the market for the Resulting Issuer’s products and services may decline.
There can be no assurance that the number of jurisdictions which allow the use of cannabis will
grow, and if it does not, there can be no assurance that the existing jurisdictions will not reverse
position and disallow such use. If either of these events were to occur, not only would the
growth of the Resulting Issuer’s business be materially impacted in an adverse manner, but the
Resulting Issuer may experience declining revenue as the market for the Resulting Issuer’s
products and services declines.
The cannabis industry faces strong opposition.
Many believe that several large, well-funded businesses may have a strong economic
opposition to the cannabis industry. Specifically, there is reason to believe that the
pharmaceutical industry does not want to cede control of any product that could generate
significant revenue. For example, medical cannabis will likely adversely impact the existing
market for the current “cannabis pill” sold by mainstream pharmaceutical companies. Further,
the medical cannabis industry could face a material threat from the pharmaceutical industry
should cannabis displace other drugs or encroach upon the pharmaceutical industry’s products.
The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses
that of the medical and retail cannabis industries. Any inroads the pharmaceutical industry made
in halting or impeding the cannabis industry could have a detrimental impact on the Resulting
Issuer’s business.
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Heightened scrutiny by Canadian regulatory authorities
For the reasons set forth above, the Resulting Issuer’s existing operations in the United States,
and any future operations or investments, may become the subject of heightened scrutiny by
regulators, stock exchanges and other authorities in Canada. As a result, the Resulting Issuer
may be subject to significant direct and indirect interaction with public officials. There can be no
assurance that this heightened scrutiny will not in turn lead to the imposition of certain
restrictions on the Resulting Issuer’s ability to operate or invest in the United States or any other
jurisdiction, in addition to those described herein.
It had been reported in Canada that the Canadian Depository for Securities Limited is
considering a policy shift that would see its subsidiary, CDS Clearing and Depository Services
Inc. (“CDS”), refuse to settle trades for cannabis issuers that have investments in the United
States. CDS is Canada’s central securities depository, clearing and settling trades in the
Canadian equity, fixed income and money markets. The TMX Group, the owner and operator of
CDS, subsequently issued a statement on August 17, 2017 reaffirming that there is no CDS ban
on the clearing of securities of issuers with cannabis-related activities in the United States,
despite media reports to the contrary and that the TMX Group was working with regulators to
arrive at a solution that will clarify this matter, which would be communicated at a later time.
On February 8, 2018, following discussions with the Canadian Securities Administrators and
recognized Canadian securities exchanges, the TMX Group announced the signing of a
Memorandum of Understanding (“MOU”) with Aequitas NEO Exchange Inc., the CSE, the
Toronto Stock Exchange, and the TSXV.40 The MOU outlines the parties’ understanding of
Canada’s regulatory framework applicable to the rules, procedures, and regulatory oversight of
the exchanges and CDS as it relates to issuers with cannabis-related activities in the United
States. The MOU confirms, with respect to the clearing of listed securities, that CDS relies on
the exchanges to review the conduct of listed issuers. As a result, there is no CDS ban on the
clearing of securities of issuers with cannabis-related activities in the United States. However,
there can be no guarantee that this approach to regulation will continue in the future. If such a
ban were to be implemented at a time when the common shares are listed on a stock exchange,
it would have a material adverse effect on the ability of holders of common shares to make and
settle trades. In particular, the common shares would become highly illiquid until an alternative
was implemented, investors would have no ability to affect a trade of the common shares
through the facilities of the applicable stock exchange.
In February 2014, the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the U.S.
Treasury Department, issued guidance (which is not law) with respect to financial institutions
providing banking services to cannabis business, including burdensome due diligence
expectations and reporting requirements.41 This guidance does not provide any safe harbours or
legal defences from examination or regulatory or criminal enforcement actions by the
40
Memorandum from The Canadian Depository for Securities, Aequitas NEO Exchange Inc., CNSX Markets Inc.,
TSX Inc., and TSX Venture Exchange Inc. (8 February 2018). Retrieved from https://www.cds.ca/resource/en/249/.
41
Department of the Treasury Financial Crimes Enforcement Network. (2014). Guidance re: BSA Expectations
Regarding Marijuana-Related Businesses (FIN-2014-G001). Retrieved from
https://www.fincen.gov/resources/statutes-regulations/guidance/bsa-expectations-regarding-marijuana-related-
businesses.
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Department of Justice, FinCEN or other federal regulators. Thus, most banks and other financial
institutions in the United States do not appear to be comfortable providing banking services to
cannabis-related businesses, or relying on this guidance, which can be amended or revoked at
any time by the Trump Administration. In addition to the foregoing, banks may refuse to process
debit card payments and credit card companies generally refuse to process credit card
payments for cannabis-related businesses. As a result, the Resulting Issuer may have limited or
no access to banking or other financial services in the United States. In addition, federal money
laundering statutes and Bank Secrecy Act regulations discourage financial institutions from
working with any organization that sells a controlled substance, regardless of whether the state
in which it resides permits cannabis sales. The inability or limitation in the Resulting Issuer’s
ability to open or maintain bank accounts, obtain other banking services and/or accept credit
card and debit card payments may make it difficult for the Resulting Issuer to operate and
conduct its business as planned or to operate efficiently.
Regulatory scrutiny of the Resulting Issuer's interests in the United States
For the reasons set forth above, the Resulting Issuer's interests in the United States cannabis
market, and future licensing arrangements, may become the subject of heightened scrutiny by
regulators, stock exchanges, clearing agencies and other authorities in Canada. As a result, the
Resulting Issuer may be subject to significant direct and indirect interaction with public officials.
There can be no assurance that this heightened scrutiny will not in turn lead to the imposition of
certain restrictions on the Resulting Issuer's ability to carry on its business in the United States.
The Resulting Issuer’s management team or other owners could be disqualified from
ownership in the Resulting Issuer
The Resulting Issuer’s business is in a highly regulated industry in which many states have
enacted extensive rules for ownership of a participant company. The Resulting Issuer’s owners
(which could include the investors in the Resulting Issuer) could become disqualified from
having an ownership stake in the Resulting Issuer under relevant laws and regulations of
applicable state and/or local regulators, if the applicable owner is convicted of a certain type of
felony or fails to meet the requirements for owning equity in a company like the Resulting Issuer.
Constraints on marketing products
The development of the Resulting Issuer’s business and operating results may be hindered by
applicable restrictions on sales and marketing activities imposed by government regulatory
bodies. The regulatory environment in the United States limits the Resulting Issuer’s ability to
compete for market share in a manner similar to other industries. If the Resulting Issuer is
unable to effectively market its products and compete for market share, or if the costs of
compliance with government legislation and regulation cannot be absorbed through increased
selling prices for its products, the Resulting Issuer’s sales and operating results could be
adversely affected.
Unfavourable tax treatment of cannabis businesses
Under Section 280E ("Section 280E") of the United States Internal Revenue Code of 1986 as
amended (the “U.S. Tax Code”), "no deduction or credit shall be allowed for any amount paid or
incurred during the taxable year in carrying on any trade or business if such trade or business
(or the activities which comprise such trade or business) consists of trafficking in controlled
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substances (within the meaning of schedule I and II of the Controlled Substances Act) which is
prohibited by Federal law or the law of any State in which such trade or business is conducted."
This provision has been applied by the U.S. Internal Revenue Service to cannabis operations,
prohibiting them from deducting expenses directly associated with the sale of cannabis. Section
280E therefore has a significant impact on the retail side of cannabis, but a lesser impact on
cultivation and manufacturing operations. A result of Section 280E is that an otherwise
profitable business may, in fact, operate at a loss, after taking into account its U.S. income tax
expenses.
Risk of civil asset forfeiture
Because the cannabis industry remains illegal under U.S. federal law, any property owned by
participants in the cannabis industry which are either used in the course of conducting such
business, or are the proceeds of such business, could be subject to seizure by law enforcement
and subsequent civil asset forfeiture. Even if the owner of the property were never charged with
a crime, the property in question could still be seized and subject to an administrative
proceeding by which, with minimal due process, it could be subject to forfeiture.
Risk of RICO prosecution or civil liability
The Racketeer Influenced Corrupt Organizations Act (“RICO”) criminalizes the use of any profits
from certain defined “racketeering” activities in interstate commerce. While intended to provide
an additional cause of action against organized crime, due to the fact that marijuana is illegal
under U.S. federal law, the production and sale of marijuana qualifies marijuana-related
businesses as “racketeering” as defined by RICO. As such, all officers, managers and owners
in the Resulting Issuer could be subject to criminal prosecution under RICO, which carries
substantial criminal penalties.
RICO can create civil liability as well: persons harmed in their business or property by actions
which would constitute racketeering under RICO often have a civil cause of action against such
“racketeers,” and can claim triple their amount of estimated damages in attendant court
proceedings. The Resulting Issuer as well as its officers, managers and owners could all be
subject to civil claims under RICO.
Proceeds of crime statutes
The Resulting Issuer will be subject to a variety of laws and regulations domestically and in the
United States that involve money laundering, financial recordkeeping and proceeds of crime,
including the Currency and Foreign Transactions Reporting Act of 1970 (commonly known as
the Bank Secrecy Act), as amended by Title III of the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA
PATRIOT Act), Sections 1956 and 1957 of Title 18, U.S.C., the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada), as amended and the rules and regulations
thereunder, the Criminal Code (Canada) and any related or similar rules, regulations or
guidelines, issued, administered or enforced by governmental authorities in the United States
and Canada.
In the event that any of the Resulting Issuer’s license agreements, or any proceeds thereof, in
the United States were found to be in violation of money laundering legislation or otherwise,
such transactions may be viewed as proceeds of crime under one or more of the statutes noted
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above or any other applicable legislation. While there have been no recent prosecutions of
investors in cannabis-related businesses for violation of Sections 1956 or 1957 of Title 18,
U.S.C., this could change along with federal enforcement priorities. This could be materially
adverse to the Resulting Issuer and, among other things, could restrict or otherwise jeopardize
the ability of the Resulting Issuer to declare or pay dividends, effect other distributions or
subsequently repatriate such funds back to Canada.
United States tax classification of the Resulting Issuer
The Resulting Issuer, which is and will continue to be a Canadian corporation as of the date of
this Listing Statement, generally would be classified as a non-United States corporation under
general rules of United States federal income taxation. Section 7874 of the U.S. Tax Code,
however, contains rules that can cause a non- United States corporation to be taxed as a United
States corporation for United States federal income tax purposes. Under section 7874 of the
U.S. Tax Code, a corporation created or organized outside the United States. (i.e., a non-United
States corporation) will nevertheless be treated as a United States corporation for United States
federal income tax purposes (such treatment is referred to as an “Inversion”) if each of the
following three conditions are met (i) the non-United States corporation acquires, directly or
indirectly, or is treated as acquiring under applicable United States Treasury Regulations,
substantially all of the assets held, directly or indirectly, by a United States corporation, (ii) after
the acquisition, the former stockholders of the acquired United States corporation hold at least
80% (by vote or value) of the shares of the non-United States corporation by reason of holding
shares of the United States acquired corporation, and (iii) after the acquisition, the non-United
States corporation’s expanded affiliated group does not have substantial business activities in
the non- United States corporation’s country of organization or incorporation when compared to
the expanded affiliated group’s total business activities (clauses (i) – (iii), collectively, the
“Inversion Conditions”).
For this purpose, “expanded affiliated group” means a group of corporations where (i) the non-
United States corporation owns stock representing more than 50% of the vote and value of at
least one member of the expanded affiliated group, and (ii) stock representing more than 50% of
the vote and value of each member is owned by other members of the group. The definition of
an “expanded affiliated group” includes partnerships where one or more members of the
expanded affiliated group own more than 50% (by vote and value) of the interests of the
partnership.
The Resulting Issuer intends to be treated as a United States corporation for United States
federal income tax purposes under section 7874 of the U.S. Tax Code and is expected to be
subject to United States federal income tax on its worldwide income. However, for Canadian tax
purposes, the Resulting Issuer is expected, regardless of any application of section 7874 of the
U.S. Tax Code, to be treated as a Canadian resident company (as defined in the Income Tax
Act (Canada) (the “ITA”) for Canadian income tax purposes. As a result, the Resulting Issuer
will be subject to taxation both in Canada and the United States which could have a material
adverse effect on its financial condition and results of operations.
It is unlikely that the Resulting Issuer will pay any dividends on the common shares in the
foreseeable future. However, dividends received by shareholders who are residents of Canada
for purpose of the ITA will be subject to U.S. withholding tax. Any such dividends may not
qualify for a reduced rate of withholding tax under the Canada-United States tax treaty. In
addition, a foreign tax credit or a deduction in respect of foreign taxes may not be available.
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Dividends received by U.S. shareholders will not be subject to U.S. withholding tax but will be
subject to Canadian withholding tax. Dividends paid by the Resulting Issuer will be
characterized as U.S. source income for purposes of the foreign tax credit rules under the U.S.
Tax Code. Accordingly, U.S. shareholders generally will not be able to claim a credit for any
Canadian tax withheld unless, depending on the circumstances, they have an excess foreign
tax credit limitation due to other foreign source income that is subject to a low or zero rate of
foreign tax.
Dividends received by shareholders that are neither Canadian nor U.S. shareholders will be
subject to U.S. withholding tax and will also be subject to Canadian withholding tax. These
dividends may not qualify for a reduced rate of U.S. withholding tax under any income tax treaty
otherwise applicable to a shareholder of the Resulting Issuer, subject to examination of the
relevant treaty.
Because the common shares will be treated as shares of a U.S. domestic corporation, the U.S.
gift, estate and generation-skipping transfer tax rules generally apply to a non-U.S. shareholder
of common shares.
EACH SHAREHOLDER SHOULD SEEK TAX ADVICE, BASED ON SUCH

SHAREHOLDER’S PARTICULAR CIRCUMSTANCES, FROM AN INDEPENDENT TAX
ADVISOR.
Security Risks
The business premises of the Resulting Issuer’s operating locations are targets for theft. While
the Resulting Issuer has implemented security measures at each location and continues to
monitor and improve its security measures, its cultivation, processing and dispensary facilities
could be subject to break-ins, robberies and other breaches in security. If there was a breach in
security and the Resulting Issuer fell victim to a robbery or theft, the loss of cannabis plants,
cannabis oils, cannabis flowers and cultivation and processing equipment could have a material
adverse impact on the business, financial condition and results of operation of the Resulting
Issuer.
As the Resulting Issuer’s business involves the movement and transfer of cash which is
collected from dispensaries or patients/customers and deposited into its bank, there is a risk of
theft or robbery during the transport of cash. The Resulting Issuer has engaged a security firm
to provide security in the transport and movement of large amounts of cash. Employees
sometimes transport cash and/or products and each employee has a panic button in their
vehicle and, if requested, may be escorted by armed guards. While the Resulting Issuer has
taken robust steps to prevent theft or robbery of cash during transport, there can be no
assurance that there will not be a security breach during the transport and the movement of
cash involving the theft of product or cash.
Limited trademark protection
The Resulting Issuer will not be able to register any United States federal trademarks for its
cannabis products. Because producing, manufacturing, processing, possessing, distributing,
selling, and using cannabis is a crime under the CSA, the United States Patent and Trademark
Office will not permit the registration of any trademark that identifies cannabis products. As a
result, the Resulting Issuer likely will be unable to protect its cannabis product trademarks
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beyond the geographic areas in which it conducts business. The use of its trademarks outside
the states in which it operates by one or more other persons could have a material adverse
effect on the value of such trademarks.
The Resulting Issuer May be Exposed to Infringement or Misappropriation Claims by

Third Parties, Which, if Determined Adversely to the Resulting Issuer, Could Subject the
Resulting Issuer to Significant Liabilities and Other Costs
The Resulting Issuer’s success may likely depend on its ability to use and develop new
extraction technologies, recipes, know-how and new strains of marijuana without infringing the
intellectual property rights of third parties. The Resulting Issuer cannot assure that third parties
will not assert intellectual property claims against it. The Resulting Issuer is subject to additional
risks if entities licensing to it intellectual property do not have adequate rights in any such
licensed materials. If third parties assert copyright or patent infringement or violation of other
intellectual property rights against the Resulting Issuer, it will be required to defend itself in
litigation or administrative proceedings, which can be both costly and time consuming and may
significantly divert the efforts and resources of management personnel. An adverse
determination in any such litigation or proceedings to which the Resulting Issuer may become a
party could subject it to significant liability to third parties, require it to seek licenses from third
parties, to pay ongoing royalties or subject the Resulting Issuer to injunctions prohibiting the
development and operation of its applications.
Currency Fluctuations
Due to the Resulting Issuer’s present operations in the United States, and its intention to
continue future operations outside Canada, the Resulting Issuer is expected to be exposed to
significant currency fluctuations. Recent events in the global financial markets have been
coupled with increased volatility in the currency markets. All or substantially all of the Resulting
Issuer’s revenue will be earned in US dollars, but a portion of its operating expenses are
incurred in Canadian dollars. The Resulting Issuer does not have currency hedging
arrangements in place and there is no expectation that the Resulting Issuer will put any
currency hedging arrangements in place in the future. Fluctuations in the exchange rate
between the US dollar and the Canadian dollar, may have a material adverse effect on the
Resulting Issuer’s business, financial position or results of operations.
Lack of access to U.S. bankruptcy protections
Because the use of cannabis is illegal under federal law, and bankruptcy is a strictly federal
proceeding, courts have habitually denied cannabis businesses bankruptcy protections, thus
making it very difficult for lenders to recoup their investments in the cannabis industry in the
event of a bankruptcy. If the Resulting Issuer were to experience a bankruptcy, U.S. federal
bankruptcy protections would not be available to the Resulting Issuer, which would have a
material adverse effect. While state-level receivership options do exist in some states as an
alternative to bankruptcy, the efficacy of these alternatives cannot be guaranteed.
Potential FDA regulation
Should the federal government legalize cannabis, it is possible that the U.S. Food and Drug
Administration (the “FDA”), would seek to regulate it under the Food, Drug and Cosmetics Act of
1938. Additionally, the FDA may issue rules and regulations including good manufacturing
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practices, related to the growth, cultivation, harvesting and processing of medical cannabis.
Clinical trials may be needed to verify efficacy and safety. It is also possible that the FDA would
require that facilities where medical-use cannabis is grown register with the FDA and comply
with certain federally prescribed regulations. In the event that some or all of these regulations
are imposed, the impact would be on the cannabis industry is unknown, including what costs,
requirements and possible prohibitions may be enforced. If the Resulting Issuer is unable to
comply with the regulations or registration as prescribed by the FDA it may have an adverse
effect on the Resulting Issuer’s business, operating results and financial condition.
Legality of contracts
Because the Resulting Issuer’s contracts involve cannabis and other activities that are not legal
under U.S. federal law and in some jurisdictions, the Resulting Issuer may face difficulties in
enforcing its contracts in U.S. federal and certain state courts.
More specifically, some courts have determined that contracts relating to state legal cultivation
and sale of cannabis are unenforceable on the grounds that they are illegal under federal law
and therefore void as a matter of public policy. This could substantially impact the rights of
parties making or defending claims involving the Resulting Issuer and any lender or member of
It is a fundamental principle of law that a contract will not be enforced if it involves a violation of
law or public policy. Notwithstanding that cannabis related businesses operate pursuant to the
laws of states in which such activity is legal under state law, judges have on a number of
occasions refused to enforce contracts for the repayment of money when the loan was used in
connection with activities that violate federal law, even if there is no violation of state law. There
remains doubt and uncertainty that the Resulting Issuer will be able to legally enforce contracts
it enters into if necessary. As the Resulting Issuer cannot be assured that it will have a remedy
for breach of contract, investors must bear the risk of the uncertainty in the law. If borrowers fail
or refuse to repay loans and the Resulting Issuer is unable to legally enforce its contracts, the
Resulting Issuer may suffer substantial losses for which it has no legal remedy.
Unfavourable Publicity or Consumer Perception
Proposed management of the Resulting Issuer believes the recreational cannabis industry is
highly dependent upon consumer perception regarding the safety, efficacy and quality of the
recreational cannabis produced. Consumer perception of the Resulting Issuer's proposed
products may be significantly influenced by scientific research or findings, regulatory
investigations, litigation, media attention and other publicity regarding the consumption of
recreational cannabis products. There can be no assurance that future scientific research,
findings, regulatory proceedings, litigation, media attention or other research findings or publicity
will be favourable to the recreational cannabis market or any particular product, or consistent
with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media
attention or other publicity that are perceived as less favourable than, or that question, earlier
research reports, findings or publicity could have a material adverse effect on the demand for
the Resulting Issuer's proposed products and the business, results of operations, financial
condition and cash flows of the Resulting Issuer. The Resulting Issuer's dependence upon
consumer perceptions means that adverse scientific research reports, findings, regulatory
proceedings, litigation, media attention or other publicity, whether or not accurate or with merit,
could have a material adverse effect on the Resulting Issuer, the demand for the Resulting
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Issuer's proposed products, and the business, results of operations, financial condition and cash
flows of the Resulting Issuer. Further, adverse publicity reports or other media attention
regarding the safety, efficacy and quality of recreational cannabis in general, or the Resulting
Issuer's proposed products specifically, or associating the consumption of recreational cannabis
with illness or other negative effects or events, could have such a material adverse effect. Such
adverse publicity reports or other media attention could arise even if the adverse effects
associated with such products resulted from consumers' failure to consume such products
appropriately or as directed.
Unpredictability caused by anticipated capital structure and voting control
Although other Canadian-based companies have dual class or multiple voting share structures,
given the unique capital structure contemplated in respect of the Resulting Issuer and the
concentration of voting control that is anticipated to be held by the holders of the Resulting
Issuer Series F Multiple Voting Shares and Resulting Issuer Series A Multiple/Subordinate
Voting Shares, this structure and control could result in a lower trading price for or greater
fluctuations in the trading price of the Resulting Issuer Subordinate Voting Shares or will result
in adverse publicity to the Resulting Issuer or other adverse consequences.
The Resulting Issuer is a holding company
The Resulting Issuer is a holding company and essentially all of its assets are the capital stock
of its subsidiaries in each of the markets the company operates in, including, California and
Oregon. As a result, investors in the Resulting Issuer are subject to the risks attributable to its
subsidiaries. As a holding company, the Resulting Issuer conducts substantially all of its
business through its subsidiaries, which generate substantially all of its revenues.
Consequently, the Resulting Issuer’s cash flows and ability to complete current or desirable
future enhancement opportunities are dependent on the earnings of its subsidiaries and the
distribution of those earnings to the Resulting Issuer. The ability of these entities to pay
dividends and other distributions will depend on their operating results and will be subject to
applicable laws and regulations which require that solvency and capital standards be
maintained by such companies and contractual restrictions contained in the instruments
governing their debt. In the event of a bankruptcy, liquidation or reorganization of any of the
Resulting Issuer’s material subsidiaries, holders of indebtedness and trade creditors may be
entitled to payment of their claims from the assets of those subsidiaries before the Resulting
Issuer.
Sales of substantial amounts of Resulting Issuer Shares may have an adverse effect on
the market price of the Resulting Issuer Shares.
Sales of substantial amounts of Resulting Issuer Shares, or the availability of such securities for
sale, could adversely affect the prevailing market prices for the Resulting Issuer Shares. A
decline in the market prices of the Resulting Issuer Shares could impair the Resulting Issuer’s
ability to raise additional capital through the sale of securities should it desire to do so.
Volatile market price for the Resulting Issuer Shares
The market price for the Resulting Issuer Shares may be volatile and subject to wide
fluctuations in response to numerous factors, many of which will be beyond the Resulting
Issuer’s control, including, but not limited to the following:
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 actual or anticipated fluctuations in the Resulting Issuer’s quarterly results of operations;

 recommendations by securities research analysts;
 changes in the economic performance or market valuations of companies in the industry
in which the Resulting Issuer will operate;
 addition or departure of the Resulting Issuer’s executive officers and other key
personnel;
 release or expiration of transfer restrictions on outstanding Resulting Issuer Shares;
 sales or perceived sales of additional Resulting Issuer Shares;
 operating and financial performance that vary from the expectations of management,
securities analysts and investors;
 regulatory changes affecting the Resulting Issuer’s industry generally and its business and
operations both domestically and abroad;
 announcements of developments and other material events by the Resulting Issuer or its
competitors;
 fluctuations to the costs of vital production materials and services;
 changes in global financial markets and global economies and general market
conditions, such as interest rates and pharmaceutical product price volatility;
 significant acquisitions or business combinations, strategic partnerships, joint ventures
or capital commitments by or involving the Resulting Issuer or its competitors;
 operating and share price performance of other companies that investors deem
comparable to the Resulting Issuer or from a lack of market comparable companies; and
 news reports relating to trends, concerns, technological or competitive developments,
regulatory changes and other related issues in the Resulting Issuer’s industry or target
markets.
Financial markets have recently experienced significant price and volume fluctuations that have
particularly affected the market prices of equity securities of companies and that have often been
unrelated to the operating performance, underlying asset values or prospects of such companies.
Accordingly, the market price of the Resulting Issuer Shares may decline even if the Resulting
Issuer’s operating results, underlying asset values or prospects have not changed. Additionally,
these factors, as well as other related factors, may cause decreases in asset values that are
deemed to be other than temporary, which may result in impairment losses. There can be no
assurance that continuing fluctuations in price and volume will not occur. If such increased levels of
volatility and market turmoil continue, the Resulting Issuer’s operations could be adversely
impacted, and the trading price of the Resulting Issuer Shares may be materially adversely
affected.
Liquidity
The Resulting Issuer cannot predict at what prices the Resulting Issuer Shares of the Resulting
Issuer will trade and there can be no assurance that an active trading market will develop or be
sustained. Final approval of the CSE has not yet been obtained. There is a significant liquidity
risk associated with an investment in the Resulting Issuer.
Increased costs as a result of being a public company
As a public issuer, the Resulting Issuer will be subject to the reporting requirements and rules
and regulations under the applicable Canadian securities laws and rules of any stock exchange
on which the Resulting Issuer’s securities may be listed from time to time. Additional or new
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regulatory requirements may be adopted in the future. The requirements of existing and
potential future rules and regulations will increase the Resulting Issuer’s legal, accounting and
financial compliance costs, make some activities more difficult, time-consuming or costly and
may also place undue strain on its personnel, systems and resources, which could adversely
affect its business, financial condition, and results of operations.
Future acquisitions or dispositions
Material acquisitions, dispositions and other strategic transactions involve a number of risks,
including: (i) potential disruption of the Resulting Issuer’s ongoing business; (ii) distraction of
management; (iii) the Resulting Issuer may become more financially leveraged; (iv) the
anticipated benefits and cost savings of those transactions may not be realized fully or at all or
may take longer to realize than expected; (v) increasing the scope and complexity of the
Resulting Issuer’s operations; and (vi) loss or reduction of control over certain of the Resulting
Issuer’s assets. Additionally, the Resulting Issuer may issue additional Resulting Issuer Shares
in connection with such transactions, which would dilute a shareholder’s holdings in the
Resulting Issuer.
The presence of one or more material liabilities of an acquired company that are unknown to the
Resulting Issuer at the time of acquisition could have a material adverse effect on the business,
results of operations, prospects and financial condition of the Resulting Issuer. A strategic
transaction may result in a significant change in the nature of the Resulting Issuer's business,
operations and strategy. In addition, the Resulting Issuer may encounter unforeseen obstacles
or costs in implementing a strategic transaction or integrating any acquired business into the
Resulting Issuer's operations.
Resulting Issuer's products
As a relatively new industry, there are not many established players in the recreational cannabis
industry whose business model the Resulting Issuer can follow or build on the success of.
Similarly, there is no information about comparable companies available for potential investors
to review in making a decision about whether to invest in the Resulting Issuer.
Shareholders and investors should further consider, among other factors, the Resulting Issuer's
prospects for success in light of the risks and uncertainties encountered by companies that, like
the Resulting Issuer, are in their early stages. For example, unanticipated expenses and
problems or technical difficulties may occur and they may result in material delays in the
operation of the Resulting Issuer's business. The Resulting Issuer may not successfully address
these risks and uncertainties or successfully implement its operating strategies. If the Resulting
Issuer fails to do so, it could materially harm the Resulting Issuer's business to the point of
having to cease operations and could impair the value of the common shares to the point
investors may lose their entire investment.
The Resulting Issuer expects to commit significant resources and capital to develop and market
existing products and new products and services. These products are relatively untested, and
the Resulting Issuer cannot assure shareholders and investors that it will achieve market
acceptance for these products, or other new products and services that the Resulting Issuer
may offer in the future. Moreover, these and other new products and services may be subject to
significant competition with offerings by new and existing competitors in the business. In
addition, new products and services may pose a variety of challenges and require the Resulting
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Issuer to attract additional qualified employees. The failure to successfully develop and market
these new products and services could seriously harm the Resulting Issuer's business, financial
condition and results of operations.
Information Technology Systems and Cyberattacks
The Resulting Issuer’s operations depend in part on how well it protects networks, equipment,
and information technology systems and software against damage from a number of threats,
including but not limited to cable cuts, damage to physical plants, natural disasters, intentional
damage and destruction, fire, power loss, hacking, computer viruses, vandalism and theft. The
Resulting Issuer’s operations also depend on the timely maintenance, upgrade and replacement
of networks, equipment, IT systems and software, as well as preemptive expenses to mitigate
the risks of failures. Any of these and other events could result in information system failures,
delays and/or increase in capital expenses. The failure of information systems or a component
thereof could, depending on the nature of such failure, adversely impact the Resulting Issuer’s
reputation and results of operations. The Resulting Issuer’s risk and exposure to these matters
cannot be fully mitigated because of, among other factors, the evolving nature of these threats.
As a result, cyber security and the continued development and enhancement of controls,
processes and practices designed to protect systems, computers, software, data and networks
from attack, damage or unauthorized access is a priority. As cyber threats continue to evolve,
the Resulting Issuer may be required to expend additional resources to continue to modify or
enhance protective measures or to investigate and remediate any security vulnerabilities.
Risks inherent in an agricultural business
The Resulting Issuer's business involves the growing of recreational cannabis, an agricultural
product. Such business will be subject to the risks inherent in the agricultural business, such as
insects, plant diseases and similar agricultural risks. Although all such growing is expected to be
completed indoors under climate controlled conditions, there can be no assurance that natural
elements will not have a material adverse effect on any such future production.
Energy costs
The Resulting Issuer's recreational cannabis growing operations will consume considerable
energy, which will make it vulnerable to rising energy costs. Accordingly, rising or volatile energy
costs may, in the future, adversely impact the business of the Resulting Issuer and its ability to
operate profitably.
Unknown environmental risks
There can be no assurance that the Resulting Issuer will not encounter hazardous conditions at
the site of the real estate used to operate its businesses, such as asbestos or lead, in excess of
expectations that may delay the development of its businesses. Upon encountering a hazardous
condition, work at the facilities of the Resulting Issuer may be suspended. If the Resulting Issuer
receives notice of a hazardous condition, it may be required to correct the condition prior to
continuing construction. The presence of other hazardous conditions will likely delay
construction and may require significant expenditure of the Resulting Issuer's resources to
correct the condition. Such conditions could have a material impact on the investment returns of
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Reliance on management
A risk associated with the production and sale of recreational cannabis is the loss of important
staff members. Success of the Resulting Issuer will be dependent upon the ability, expertise,
judgment, discretion and good faith of its senior management and key personnel. While
employment agreements are customarily used as a primary method of retaining the services of
key employees, these agreements cannot assure the continued services of such employees.
Any loss of the services of such individuals could have a material adverse effect on the
Resulting Issuer's business, operating results or financial condition.
Insurance and uninsured risks
The Resulting Issuer's business is subject to a number of risks and hazards generally, including
adverse environmental conditions, accidents, labour disputes and changes in the regulatory
environment. Such occurrences could result in damage to assets, personal injury or death,
environmental damage, delays in operations, monetary losses and possible legal liability.
Although the Resulting Issuer intends to continue to maintain insurance to protect against
certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the
potential risks associated with its operations. The Resulting Issuer may also be unable to
maintain insurance to cover these risks at economically feasible premiums. Insurance coverage
may not continue to be available or may not be adequate to cover any resulting liability.
Moreover, insurance against risks such as environmental pollution or other hazards
encountered in the operations of the Resulting Issuer is not generally available on acceptable
terms. The Resulting Issuer might also become subject to liability for pollution or other hazards
which may not be insured against or which the Resulting Issuer may elect not to insure against
because of premium costs or other reasons. Losses from these events may cause the Resulting
Issuer to incur significant costs that could have a material adverse effect upon its financial
performance and results of operations.
Emerging Industry
The recreational cannabis industry is emerging. There can be no assurance that an active and
liquid market for shares of the Resulting Issuer will develop and shareholders may find it difficult
to resell their Resulting Issuer Shares. Accordingly, no assurance can be given that the
Resulting Issuer or its business will be successful.
Possible shrinkage or lack of growth in the industry
If no additional states, U.S. territories or countries allow the legal use of marijuana, or if one or
more jurisdictions which currently allow marijuana were to reverse position, the Resulting Issuer
may not be able to grow, or the market for the Resulting Issuer’s products and services may
decline. There can be no assurance that the number of jurisdictions which allow the use of
marijuana will grow, and if such number does not grow, there can be no assurance that the
existing jurisdictions will not reverse position and disallow such use. If either of these events
were to occur, not only would the growth of the Resulting Issuer’s business be materially
impacted in an adverse manner, but the Resulting Issuer may experience declining revenues as
the market for its products and services declines.
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Dependence on key inputs, suppliers and skilled labour
The marijuana business is dependent on a number of key inputs and their related costs
including raw materials and supplies related to growing operations, as well as electricity, water
and other local utilities. Any significant interruption or negative change in the availability or
economics of the supply chain for key inputs could materially impact the business, financial
condition, results of operations or prospects of the Resulting Issuer. Some of these inputs may
only be available from a single supplier or a limited group of suppliers. If a sole source supplier
was to go out of business, the Resulting Issuer might be unable to find a replacement for such
source in a timely manner or at all. If a sole source supplier were to be acquired by a
competitor, that competitor may elect not to sell to the Resulting Issuer in the future. Any
inability to secure required supplies and services or to do so on appropriate terms could have a
materially adverse impact on the business, financial condition, results of operations or prospects
of the Resulting Issuer.
The ability of the Resulting Issuer to compete and grow will be dependent on it having access,
at a reasonable cost and in a timely manner, to skilled labour, equipment, parts and
components. No assurances can be given that the Resulting Issuer will be successful in
maintaining its required supply of skilled labour, equipment, parts and components. This could
have an adverse effect on the financial results of the Resulting Issuer.
The Resulting Issuer is dependent upon the acquisition and retention of various licenses
The Resulting Issuer is dependent upon obtaining and keeping various licenses from various
municipalities and state licensing agencies. There can be no assurance that any or all licenses
necessary to operate the Resulting Issuer’s business will be obtained or kept. If a licensing body
were to determine that the Resulting Issuer had violated the applicable regulations, such
licenses could be revoked. Further, there is no guarantee that the Resulting Issuer will be able
to obtain any additional licenses necessary for its business operations.
Difficulty to forecast
The Resulting Issuer must rely largely on its own market research to forecast sales as detailed
forecasts are not generally obtainable from other sources at this early stage of the recreational
cannabis industry in the states in which the Resulting Issuer's business will operate. A failure in
the demand for its products to materialize as a result of competition, technological change or
other factors could have a material adverse effect on the business, results of operations and
financial condition of the Resulting Issuer.
Management of growth
The Resulting Issuer may be subject to growth-related risks including capacity constraints and
pressure on its internal systems and controls. The ability of the Resulting Issuer to manage
growth effectively will require it to continue to implement and improve its operational and
financial systems and to expand, train and manage its employee base. The inability of the
Resulting Issuer to deal with this growth may have a material adverse effect on the Resulting
Issuer's business, financial condition, results of operations and prospects.
- 121 -
Internal controls
Effective internal controls are necessary for the Resulting Issuer to provide reliable financial
reports and to help prevent fraud. Although the Resulting Issuer will undertake a number of
procedures and will implement a number of safeguards, in each case, in order to help ensure
the reliability of its financial reports, including those imposed on the Resulting Issuer under
Canadian securities law, the Resulting Issuer cannot be certain that such measures will ensure
that the Resulting Issuer will maintain adequate control over financial processes and reporting.
Failure to implement required new or improved controls, or difficulties encountered in their
implementation, could harm the Resulting Issuer's results of operations or cause it to fail to meet
its reporting obligations. If the Resulting Issuer or its auditors discover a material weakness, the
disclosure of that fact, even if quickly remedied, could reduce the market's confidence in the
Resulting Issuer's consolidated financial statements and materially adversely affect the trading
price of the Resulting Issuer Shares.
Litigation
The Resulting Issuer may become party to litigation from time to time in the ordinary course of
business which could adversely affect its business. Should any litigation in which the Resulting
Issuer becomes involved be determined against the Resulting Issuer such a decision could
adversely affect the Resulting Issuer's ability to continue operating and the market price for the
Resulting Issuer Shares and could use significant resources. Even if the Resulting Issuer is
involved in litigation and wins, litigation can redirect significant resources of the Resulting Issuer
and/or the Resulting Issuer.
Product liability
The Resulting Issuer faces an inherent risk of exposure to product liability claims, regulatory
action and litigation if its products are alleged to have caused significant loss or injury. In
addition, the sale of the Resulting Issuer's products would involve the risk of injury to consumers
due to tampering by unauthorized third parties or product contamination. Previously unknown
adverse reactions resulting from human consumption of the Resulting Issuer's products alone or
in combination with other medications or substances could occur. The Resulting Issuer may be
subject to various product liability claims, including, among others, that the Resulting Issuer's
products caused injury or illness or death, include inadequate instructions for use or include
inadequate warnings concerning possible side effects or interactions with other substances.
Many cannabis related companies are subject to strict product liability laws where a cannabis
related retailer who sells a defective product to a consumer is subject to liability for any harm
that befalls that consumer due to the defect. A product liability claim or regulatory action against
the Resulting Issuer could result in increased costs, could adversely affect the Resulting Issuer's
reputation with its clients and consumers generally, and could have a material adverse effect on
the business, results of operations and financial condition of the Resulting Issuer. This area of
law is unsettled and there is very little statutory or case law regarding cannabis and products
liability.
There can be no assurances that the Resulting Issuer will be able to obtain or maintain product
liability insurance on acceptable terms or with adequate coverage against potential liabilities.
Such insurance is expensive and may not be available in the future on acceptable terms, or at
all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise
- 122 -
protect against potential product liability claims could prevent or inhibit the commercialization of
the Resulting Issuer's potential products.
Product recalls
Manufacturers and distributors of products are sometimes subject to the recall or return of their
products for a variety of reasons, including product defects, such as contamination, unintended
harmful side effects or interactions with other substances, packaging safety and inadequate or
inaccurate labelling disclosure. If any of the Resulting Issuer's products are recalled due to an
alleged product defect or for any other reason, the Resulting Issuer could be required to incur
the unexpected expense of the recall and any legal proceedings that might arise in connection
with the recall. The Resulting Issuer may lose a significant amount of sales and may not be able
to replace those sales at an acceptable margin or at all. In addition, a product recall may require
significant management attention. Although the Resulting Issuer has detailed procedures in
place for testing its products, there can be no assurance that any quality, potency or
contamination problems will be detected in time to avoid unforeseen product recalls, regulatory
action or lawsuits. Additionally, if one of the Resulting Issuer's significant brands were subject to
recall, the image of that brand and the Resulting Issuer could be harmed. A recall for any of the
foregoing reasons could lead to decreased demand for the Resulting Issuer's products and
could have a material adverse effect on the results of operations and financial condition of the
Resulting Issuer. Additionally, product recalls may lead to increased scrutiny of the Resulting
Issuer's operations by the U.S. Food and Drug Administration, or other regulatory agencies,
requiring further management attention and potential legal fees and other expenses.
Results of Future Clinical Research
Research in Canada, the U.S. and internationally regarding the medical benefits, viability,
safety, efficacy, dosing and social acceptance of cannabis or isolated cannabinoids (such as
cannabidiol (“CBD”) and tetrahydrocannabinol (“THC”)) remains in early stages. There have
been relatively few clinical trials on the benefits of cannabis or isolated cannabinoids (such as
CBD and THC). Although the Resulting Issuer believes that the articles, reports and studies
support its beliefs regarding the medical benefits, viability, safety, efficacy, dosing and social
acceptance of cannabis, future research and clinical trials may prove such statements to be
incorrect, or could raise concerns regarding, and perceptions relating to, cannabis. Given these
risks, uncertainties and assumptions, prospective purchasers of Resulting Issuer Shares should
not place undue reliance on such articles and reports. Future research studies and clinical trials
may draw opposing conclusions to those stated in this Listing Statement or reach negative
conclusions regarding the medical benefits, viability, safety, efficacy, dosing, social acceptance
or other facts and perceptions related to cannabis, which could have a material adverse effect
on the demand for the Resulting Issuer's products with the potential to lead to a material
adverse effect on the Resulting Issuer's business, financial condition, results of operations or
prospects.
- 123 -
Competition
The Resulting Issuer will face intense competition from other companies, some of which have
longer operating histories and more financial resources and manufacturing and marketing
experience than the Resulting Issuer. Increased competition by larger and better financed
competitors could materially and adversely affect the proposed business, financial condition and
results of operations of the Resulting Issuer.
Because of the early stage of the industry in which the Resulting Issuer operates, the Resulting
Issuer expects to face additional competition from new entrants. If the number of users of
recreational cannabis in the states in which the Resulting Issuer will operate its business
increases, the demand for products will increase and the Resulting Issuer expects that
competition will become more intense, as current and future competitors begin to offer an
increasing number of diversified products. To remain competitive, the Resulting Issuer will
require a continued high level of investment in research and development, marketing, sales and
client support. The Resulting Issuer may not have sufficient resources to maintain research and
development, marketing, sales and client support efforts on a competitive basis which could
materially and adversely affect the business, financial condition and results of its operations.
A decline in the price of the Resulting Issuer Shares could affect its ability to raise further
working capital and adversely impact its ability to continue operations.
A prolonged decline in the price of the Resulting Issuer Shares could result in a reduction in the
liquidity of its Resulting Issuer Shares and a reduction in its ability to raise capital. Because a
significant portion of the Resulting Issuer’s operations have been and will be financed through
the sale of equity securities, a decline in the price of its common stock could be especially
detrimental to the Resulting Issuer's liquidity and its operations. Such reductions may force the
Resulting Issuer to reallocate funds from other planned uses and may have a significant
negative effect on the Resulting Issuer's business plan and operations, including its ability to
develop new products and continue its current operations. If the Resulting Issuer's stock price
declines, it can offer no assurance that the Resulting Issuer will be able to raise additional
capital or generate funds from operations sufficient to meet its obligations. If the Resulting
Issuer is unable to raise sufficient capital in the future, the Resulting Issuer may not be able to
have the resources to continue its normal operations.
Newly established legal regime
The Resulting Issuer business activities will rely on newly established and/or developing laws
and regulations in the states in which it operates. These laws and regulations are rapidly evolving
and subject to change with minimal notice. Regulatory changes may adversely affect the
Resulting Issuer's profitability or cause it to cease operations entirely. The cannabis industry may
come under the scrutiny or further scrutiny by the FDA, Securities and Exchange Commission,
the Department of Justice, the Financial Industry Regulatory Advisory or other federal or
applicable state or nongovernmental regulatory authorities or self-regulatory organizations that
supervise or regulate the production, distribution, sale or use of cannabis for medical or
nonmedical purposes in the United States. It is impossible to determine the extent of the impact
of any new laws, regulations or initiatives that may be proposed, or whether any proposals will
become law. The regulatory uncertainty surrounding the industry may adversely affect the
business and operations of the Resulting Issuer, including without limitation, the costs to remain
- 124 -
compliant with applicable laws and the impairment of its business or the ability to raise additional
capital.
General economic risks
The Resulting Issuer's operations could be affected by the economic context should the
unemployment level, interest rates or inflation reach levels that influence consumer trends and
spending and, consequently, impact the Resulting Issuer's sales and profitability.
As well, general demand for banking services and alternative banking or financial services
cannot be predicted and future prospects of such areas might be different from those predicted
by the Resulting Issuer’s management.
18. PROMOTERS
Edward Fields is a promoter of the Resulting Issuer. The number and percentage of each class
of voting securities and equity securities of the Resulting Issuer beneficially owned, directly or
indirectly, or over which control is exercised by Mr. Fields is set out in the “13.1-13.3 Directors,
Officers and Management of the Resulting Issuer” section above. The nature and amount of
anything of value, including money, property, contracts, options or rights of any kind received or
to be received by Mr. Fields directly or indirectly from the Resulting Issuer or from a subsidiary
of the Resulting Issuer, and the nature and amount of any assets, services or other
consideration therefor received or to be received by the Resulting Issuer or a subsidiary of the
Resulting Issuer in return is set out in the “15. Executive Compensation” section above. Mr.
Fields has not contributed any assets to the Resulting Issuer.
19. LEGAL PROCEEDINGS
There are no actual or pending material legal proceedings to which the Resulting Issuer or any
of its predecessors is a party or of which any of its assets are subject. Management of the
Resulting Issuer is not aware of any such material legal proceedings contemplated against the
Resulting Issuer or any of its predecessors. There are no penalties or sanctions imposed
against the Resulting Issuer by a court relating to provincial and territorial securities legislation
or by a securities regulatory authority within the three years immediately preceding the date of
this Listing Statement. There are no other penalties or sanctions imposed by a court or
regulatory body against the Resulting Issuer necessary to contain full, true and plain disclosure
of all material facts relating to the securities being listed. There are no settlement agreements
that the Resulting Issuer entered into before a court relating to provincial and territorial
securities legislation or with a securities regulatory authority within the three years immediately
preceding the date this Listing Statement.
20. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Pursuant to the share contribution and exchange agreements entered into in connection with
the acquisitions of DionyMed, Inc. and Herban Industries, dated February 28, 2018, Edward
Fields, Daniel Fields and Peter Kampian contributed their respective shares in DionyMed Inc.
and Herban Industries to DionyMed in exchange for DionyMed Series F Shares and DionyMed
Common Shares. For further details on the share contribution and exchange agreement, please
see Section 3.1.2 “General Development – DionyMed” above.
Peter Kampian is a director of Grenville. For further details on the royalty agreements between
the Resulting Issuer and Grenville, please see Section 3.1.2 “General Development –
- 125 -
DionyMed” above.
21. AUDITORS, TRANSFER AGENT AND REGISTRAR

21.1 Auditors
The auditors of the Resulting Issuer are MNP LLP, through its offices in Toronto, Ontario.
21.2 Transfer Agent and Registrar
The transfer agent and registrar for the Resulting Issuer’s securities is Odyssey Trust Company,
through its offices in Calgary, Alberta.
22. MATERIAL CONTRACTS
Except for the material contracts entered into in the ordinary course of business, set out below
are the material contracts of the Resulting Issuer and its subsidiaries:
 Debenture indentures entered into pursuant to the DionyMed Private Placement
 Warrant indentures entered into pursuant to the DionyMed Private Placement
 The Grenville Royalty Agreements dated April 4, 2018 and May 25, 2018
 The Definitive Agreement dated October 2, 2018
 The Resulting Issuer’s Licenses

23. INTEREST OF EXPERTS
The financial statements of DionyMed for the year period ended July 31, 2018 have been
audited by Macias, Gini & O'Connell, LLP and their audit report dated October 13, 2018 is
included in this listing statement. Macias, Gini & O'Connell, LLP are the independent auditors of
DionyMed and are independent within the meaning of the Rules of Professional Conduct of the
Chartered Professional Accountants of Ontario (registered name of The Institute of Chartered
Accountants of Ontario).
The audited financial statements of Sixonine for the years ended December 31, 2017, and
December 31, 2016, have been audited by Zeifmans LLP and their audit report dated April 30,
2018, is included in this Listing Statement. Zeifmans LLP are independent with respect to
Sixonine within the meaning of the Rules of Professional Conduct of the Institute of Chartered
Accountants of Ontario (registered name of The Institute of Chartered Accountants of Ontario).
No other person or company who is named as having prepared or certified a part of this Listing
Statement or prepared or certified a report or valuation described or included in this Listing
Statement has, or will have immediately following completion of the Reverse Take-Over, any
direct or indirect interest in the Resulting Issuer or DionyMed.
24. OTHER MATERIAL FACTS
There are no other material facts that are not elsewhere disclosed herein and which are
necessary in order for this document to contain full, true and plain disclosure of all material facts
relating to the Resulting Issuer and its securities.
- 126 -
25. FINANCIAL STATEMENTS

See Appendices B to I.
- 127 -
CERTIFICATE OF THE ISSUER

Pursuant to a resolution duly passed by its Board of Directors, DionyMed Brands Inc., hereby
applies for the listing of the above mentioned securities on the Canadian Securities Exchange.
The foregoing contains full, true and plain disclosure of all material information relating to
DionyMed Brands Inc. It contains no untrue statement of a material fact and does not omit to
state a material fact that is required to be stated or that is necessary to prevent a statement that
is made from being false or misleading in light of the circumstances in which it was made.
Dated at Toronto, Ontario, this 27th day of November, 2018.
(signed) “Edward Fields” (signed) “Peter Kampian”
Chief Executive Officer Chief Financial Officer
Edward Fields Peter Kampian
(signed) “Edward Fields” (signed) “Edward Fields”
Promoter Director
Edward Fields Edward Fields
(signed) “Susan Watt” (signed) “David Kerr”
Director Director
Susan Watt David Kerr

CERTIFICATE OF THE TARGET
The foregoing contains full, true and plain disclosure of all material information relating to
DionyMed Holdings Inc. It contains no untrue statement of a material fact and does not omit to
state a material fact that is required to be stated or that is necessary to prevent a statement that
is made from being false or misleading in light of the circumstances in which it was made.
Dated at Toronto, Ontario, this 27th day of November, 2018.

.
(signed) “Edward Fields” (signed) “Peter Kampian”
Chief Executive Officer Chief Financial Officer
Edward Fields Peter Kampian
(signed) “Edward Fields” (signed) “Edward Fields”
Promoter Director
Edward Fields Edward Fields
(signed) “Susan Watt” (signed) “David Kerr”
Director Director
Susan Watt David Kerr

APPENDIX A
DEFINITIVE AGREEMENT
[See attached.]
A-1
EXECUTION VERSION
BUSINESS COMBINATION AGREEMENT
AMONG
SIXONINE VENTURES CORP.
- and -
DIONYMED HOLDINGS INC.
- and -
1180820 B.C. LTD,
Dated October 2, 2018

TABLE OF CONTENTS
ARTICLE 1 GENERAL .............................................................................................................. 2

1.1 Defined Terms ................................................................................................... 2
1.2 Business Combination...................................................................................... 2
1.3 Amalco ............................................................................................................... 6
1.4 Board of Directors and Officers of Sixonine ................................................... 7
1.5 U.S. Tax Treatment............................................................................................ 8
ARTICLE 2 DISSENT RIGHTS .................................................................................................. 9
2.1 Dissent Rights ................................................................................................... 9
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF DIONYMED ................................. 9
3.1 Organization and Good Standing..................................................................... 9
3.2 Consents, Authorizations, and Binding Effect ................................................ 9
3.3 Litigation .......................................................................................................... 11
3.4 Financial Statements....................................................................................... 11
3.5 Contracts, Etc. ................................................................................................. 11
3.6 Capitalization................................................................................................... 12
3.7 Undisclosed Liabilities.................................................................................... 12
3.8 Brokers ............................................................................................................ 12
3.9 Anti-Bribery Laws............................................................................................ 13
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SIXONINE AND SIXONINE
SUBCO .................................................................................................................................... 13
4.1 Organization and Good Standing................................................................... 13
4.2 Consents, Authorizations, and Binding Effect .............................................. 14
4.3 Litigation and Compliance.............................................................................. 15
4.4 Public Filings; Financial Statements ............................................................. 16
4.5 Taxes................................................................................................................ 18
4.6 Pension and Other Employee Plans and Agreement.................................... 18
4.7 Labour Relations ............................................................................................. 18
4.8 Contracts, Etc. ................................................................................................. 19
4.9 Absence of Certain Changes, Etc. ................................................................. 20
4.10 Capitalization................................................................................................... 21
4.11 Environmental Matters.................................................................................... 22
4.12 Title................................................................................................................... 22
4.13 Indebtedness ................................................................................................... 22
4.14 Undisclosed Liabilities.................................................................................... 22
4.15 Brokers ............................................................................................................ 22
4.16 Anti-Bribery Laws............................................................................................ 23
ARTICLE 5 COVENANTS OF DIONYMED.............................................................................. 23
5.1 Access ............................................................................................................. 23
5.2 Ordinary Course .............................................................................................. 24
5.3 Closing Conditions ......................................................................................... 24
5.4 Listing Statement ............................................................................................ 24
5.5 Stock Exchange Listing .................................................................................. 25
5.6 Continuance Into British Columbia................................................................ 25
- ii -
ARTICLE 6 COVENANTS OF SIXONINE................................................................................ 25

6.1 Access ............................................................................................................. 25
6.2 Ordinary Course .............................................................................................. 25
6.3 Insurance ......................................................................................................... 27
6.4 Consolidation, Name Change and Creation of New Share Classes............. 27
6.5 Closing Conditions ......................................................................................... 27
6.6 Stock Exchange Listing .................................................................................. 27
6.7 Sixonine Subco ............................................................................................... 27
6.8 Directors and Management............................................................................. 27
6.9 Working Capital ............................................................................................... 28
ARTICLE 7 OTHER COVENANTS OF THE PARTIES ............................................................ 28
7.1 Amalgamation ................................................................................................. 28
7.2 Consents and Notices..................................................................................... 28
7.3 Circulars and Listing Statement..................................................................... 28
7.4 Defense of Proceedings.................................................................................. 30
7.5 Press Releases................................................................................................ 30
7.6 Non-Solicitation............................................................................................... 30
7.7 Refrain from Certain Actions.......................................................................... 32
7.8 Indemnity ......................................................................................................... 32
7.9 Exemptions from Registration Requirements of U.S. Securities Laws ....... 32
ARTICLE 8 CONDITIONS TO OBLIGATIONS OF SIXONINE ................................................ 33
8.1 Conditions Precedent in Favour of Sixonine to Completion of the Business
Combination .................................................................................................... 33
ARTICLE 9 CONDITIONS TO OBLIGATIONS OF DIONYMED .............................................. 34
9.1 Conditions Precedent in Favour of DionyMed to Completion of the
Business Combination.................................................................................... 34
ARTICLE 10 MUTUAL CONDITIONS PRECEDENT ............................................................... 36
10.1 Mutual Conditions Precedent ......................................................................... 36
ARTICLE 11 TERMINATION ................................................................................................... 37
11.1 Termination of this Agreement....................................................................... 37
11.2 Survival of Representations and Warranties; Limitation.............................. 38
ARTICLE 12 MISCELLANEOUS ............................................................................................. 38
12.1 Further Actions................................................................................................ 38
12.2 Expenses ......................................................................................................... 38
12.3 Entire Agreement ............................................................................................ 38
12.4 Descriptive Headings ...................................................................................... 38
12.5 Notices ............................................................................................................. 39
12.6 Governing Law ................................................................................................ 40
12.7 Enurement and Assignability ......................................................................... 40
12.8 Confidentiality ................................................................................................. 40
12.9 Remedies ......................................................................................................... 40
12.10 Waivers and Amendments.............................................................................. 41
12.11 Severability ...................................................................................................... 41
12.12 Currency .......................................................................................................... 41
12.13 Counterparts and Execution........................................................................... 41
SCHEDULE A DEFINITIONS................................................................................................. A-1
SCHEDULE B AMALGAMATION APPLICATION................................................................. B-1
ii
- iii -
SCHEDULE C ARTICLES OF AMALCO ............................................................................... C-2

SCHEDULE D CERTIFICATE OF U.S. DIONYMED SHAREHOLDER.................................. D-1
iii
BUSINESS COMBINATION AGREEMENT
THIS AGREEMENT dated October 2, 2018 is made
A M O N G:
SIXONINE VENTURES CORP., a corporation existing under

the Business Corporations Act (British Columbia)
(hereinafter referred to as “Sixonine”)
- and -
DIONYMED HOLDINGS INC., a company existing under the

Canada Business Corporations Act
(hereinafter referred to as “DionyMed”)
-and -
1180820 B.C. LTD, a company existing under the Business

Corporations Act (British Columbia)
(hereinafter referred to as “Sixonine Subco”)
WHEREAS the Parties (as hereinafter defined) have agreed, subject to the
satisfaction of certain conditions precedent, to carry out a “three-cornered amalgamation”
pursuant to Section 269 of the Business Corporations Act (British Columbia) (the
“BCBCA”) pursuant to which, among other things:
(i) each Sixonine Subco Share (as hereinafter defined) will be

exchanged for one Amalco Share (as hereinafter defined); and
(ii) DionyMed Shares (as hereinafter defined), other than DionyMed

Shares held by DionyMed Dissenting Shareholders (as hereinafter
defined), will be exchanged for New Sixonine Shares (as hereinafter
defined) on the basis set out herein;
AND WHEREAS prior to the Effective Date (as hereinafter defined), Sixonine will
complete the Consolidation (as hereinafter defined) and, if possible, the Name Change (as
hereinafter defined);
AND WHEREAS prior to the Effective Date (as hereinafter defined), DionyMed will
continue into British Columbia under the BCBCA;
AND WHEREAS the Parties wish to make certain representations, warranties,

covenants and agreements in connection with the Business Combination (as hereinafter
defined);
AND WHEREAS it is intended by the Parties that for U.S. federal income tax
purposes (i) the Amalgamation and the Vertical Amalgamation constitute a single
integrated transaction qualifying as a reorganization within the meaning of Section 368 of
the U.S. Internal Revenue Code of 1986, as amended (the "Code"); and (ii) immediately
following the Amalgamation and Vertical Amalgamation, Sixonine will be treated as a U.S.
domestic corporation pursuant to Section 7874(b) of the Code;
NOW THEREFORE, in consideration of the mutual benefits to be derived and the

representations and warranties, conditions and promises herein contained and other good
and valuable consideration (the receipt and sufficiency of which is hereby acknowledged)
and intending to be legally bound hereby, the Parties agree as follows:
ARTICLE 1
GENERAL
1.1 Defined Terms
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in Schedule A and Schedule D.
1.2 Business Combination
(a) DionyMed and Sixonine agree to combine their respective businesses and
assets by way of a “three-cornered” amalgamation among Sixonine,
Sixonine Subco and DionyMed.
(b) As soon as reasonably practicable following the execution and delivery of

this Agreement:
(i) Sixonine shall call and hold the Sixonine Meeting to approve and
authorize (collectively, the “Sixonine Resolutions”):
(A) the de-listing of the Sixonine Shares from the TSX-V, which
approval shall be from a majority of the disinterested
Sixonine Shareholders;
(B) the amendment to the articles of Sixonine to create the new

classes of shares set out in the definition of New Sixonine
Shares, which approval shall be from a majority of the
disinterested Sixonine Shareholders and shall meet all of the
requirements of a “restricted security reorganization” under
National Instrument 41-101 – General Prospectus
Requirements and a “reorganization” under OSC Rule 56-
501 – Restricted Shares;
(C) the New Incentive Plan;
(D) the conditional election of the New Sixonine Directors;
(E) the conditional change of Sixonine’s auditors to auditors

specified by DionyMed; and
(F) such other matters as DionyMed may reasonably request.
2
(ii) DionyMed shall use commercially reasonable efforts to either obtain
a written consent of all the DionyMed Shareholders or to call and
hold the DionyMed Meeting to approve and authorize (the
“DionyMed Resolutions”):
(A) the Amalgamation; and
(B) the continuance of DionyMed into British Columbia under the

BCBCA.
(iii) Sixonine shall sign a written consent resolution passing the Sixonine
Subco Amalgamation Resolution.
(c) Prior to the Effective Time, Sixonine shall complete and file Articles of
Amendment, in the prescribed form, giving effect to the Consolidation, the
Name Change and creating the New Sixonine SV Shares, the New
Sixonine Series A Multiple Voting Shares and the New Sixonine Series F
Multiple Voting Shares, upon and subject to the terms of this Agreement.
(d) Upon the Sixonine Subco Amalgamation Resolution being passed by

Sixonine and the DionyMed Resolutions being passed by the DionyMed
Shareholders, in accordance with the requirements of the BCBCA, and the
filing of the Articles of Amendment set forth in paragraph (c) above,
Sixonine Subco and DionyMed shall jointly complete and file a Form 13
(Amalgamation Application) with the British Columbia Registrar of
Companies under the BCBCA, substantially in the form set forth in
Schedule B hereto giving effect to the Amalgamation of Sixonine Subco
and DionyMed upon and subject to the terms of this Agreement.
(e) Upon the issue of a Certificate of Amalgamation giving effect to the

Amalgamation, Sixonine Subco and DionyMed shall be amalgamated and
shall continue as one company effective on the date of the Certificate of
Amalgamation (the “Effective Date”) under the terms and conditions
prescribed in this Agreement.
(f) At the Effective Time and as a result of the Amalgamation:
(i) each DionyMed Common Shareholder (other than DionyMed

Dissenting Shareholders who do not exchange their DionyMed
Common Shares for New Sixonine SV Shares on the
Amalgamation) shall receive one fully paid and non-assessable New
Sixonine SV Share for each DionyMed Common Share held,
following which all such DionyMed Common Shares shall be
cancelled;
(ii) each DionyMed Series A Shareholder (other than DionyMed

Series A Shares for New Sixonine Series A Multiple Voting Shares
on the Amalgamation) shall receive one fully paid and non-
assessable New Sixonine Series A Share for each DionyMed Series
3
A Share held, following which all such DionyMed Series A Shares
shall be cancelled;
(iii) each DionyMed Series F Shareholder (other than DionyMed

Series F Shares for New Sixonine Series F Multiple Voting Shares
on the Amalgamation) shall receive one fully paid and non-
assessable New Sixonine Series F Share for each DionyMed Series
F Share held, following which all such DionyMed Series F Shares
shall be cancelled;
(iv) each of the issued and outstanding DionyMed Options will be

adjusted to reflect the Amalgamation such that upon the exercise of
each DionyMed Option in accordance with its terms the holder shall
receive one New Sixonine Subordinate Voting Share or 100 New
Sixonine Series A Multiple Voting Shares at the current exercise
price of such DionyMed Option, in lieu of the number of DionyMed
(v) each of the issued and outstanding DionyMed Warrants will be

adjusted to reflect the Amalgamation such that upon the exercise of
each DionyMed Warrants in accordance with their respective terms,
the holder shall receive one New Sixonine Subordinate Voting
Share or 100 New Sixonine Series A Multiple Voting Shares at the
current exercise price of such warrant, in lieu of the number of
DionyMed securities otherwise issuable upon such exercise;
(vi) each outstanding DionyMed Common Share Convertible Debenture

will be adjusted in accordance with the Common Share Debenture
Indenture, such that upon the conversion of each DionyMed
Common Share Convertible Debenture in accordance with its terms
the holder shall receive New Sixonine Subordinate Voting Shares
and New Sixonine SV Warrants, in lieu of the DionyMed securities
otherwise issuable upon such conversion;
(vii) each outstanding DionyMed Series A Share Convertible Debenture

will be adjusted in accordance with the Common Share Debenture
Indenture, such that upon the conversion of each DionyMed Series
A Share Convertible Debenture in accordance with its terms the
holder shall receive New Sixonine Series A Multiple Voting Shares
and New Sixonine Series A Warrants, in lieu of the DionyMed
(viii) the Sixonine Warrants outstanding immediately before the Effective

Time shall continue in effect unamended, except as necessary to
reflect the Name Change and the Consolidation;
(ix) Sixonine shall receive one fully paid and non-assessable Amalco
Share for each Sixonine Subco Share held by Sixonine, following
which all such Sixonine Subco Shares shall be cancelled;
4
(x) in consideration of the issuance of New Sixonine Shares pursuant to
paragraphs 1.2(f)(i), (ii) and (iii), Amalco shall issue to Sixonine one
Amalco Share for each New Sixonine SV Share issued, one
hundred (100) Amalco Shares for each New Sixonine Series A
Share issued, and five thousand (5,000) Amalco Shares for each
New Sixonine Series F Share issued;
(xi) Sixonine shall add to the capital maintained in respect of the New
Sixonine Shares an amount equal to the aggregate paid-up capital
for purposes of the ITA of the DionyMed Shares immediately prior to
the Effective Time (less the paid-up capital of any DionyMed Shares
held by dissenting DionyMed Shareholders who do not exchange
their DionyMed Shares for New Sixonine Shares on the
Amalgamation);
(xii) Amalco shall add to the capital maintained in respect of the Amalco
Shares an amount such that the stated capital of the Amalco Shares
shall be equal to the aggregate paid-up capital for purposes of the
ITA of the Sixonine Subco Shares and DionyMed Shares
immediately prior to the Amalgamation;
(xiii) no fractional New Sixonine Shares shall be issued to DionyMed

Shareholders and in lieu of any fractional entitlement, the number of
New Sixonine Shares issued to each former DionyMed Shareholder
shall be rounded down to the next lesser whole number of New
Sixonine Shares;
(xiv) Sixonine shall be entitled to deduct and withhold from any

consideration otherwise payable pursuant to transactions
contemplated by this Agreement to any DionyMed Shareholder such
amounts as are required to be deducted and withheld with respect
to such payment under the ITA or any provision of provincial, state,
local or foreign tax law, in each case as amended; to the extent that
amounts are so withheld, such withheld amounts shall be treated for
all purposes hereof as having been paid to the holder of the
DionyMed Shares in respect of which such deduction and
withholding was made, provided that such withheld amounts are
actually remitted to the appropriate taxing authority; and
(xv) Amalco will become a wholly-owned subsidiary of Sixonine.
(g) At the Effective Time:
(i) Each shareholder in paragraphs 1.2(f)(i), (f)(ii) and (f)(iii), shall

become the registered holders of the New Sixonine Shares to which
they are entitled, calculated in accordance with the provisions
hereof, and the holders of share certificates representing such
DionyMed Shares may surrender such certificates to Sixonine’s
registrar and transfer agent and, upon such surrender, shall be
entitled to receive and, as soon as reasonably practicable following
5
the Effective Time shall receive, share certificates representing the
number of New Sixonine Shares to which they are so entitled; and
(ii) Sixonine shall become the registered holder of the Amalco Shares
to which it is entitled, calculated in accordance with the provisions
hereof, and shall be entitled to receive a share certificate
representing the number of Amalco Shares to which it is entitled,
calculated in accordance with the provisions hereof.
(h) Immediately following the Effective Time:
(i) Upon the Vertical Amalgamation Resolution being passed by the

directors of Sixonine in accordance with the requirements of the
BCBCA, Amalco and Sixonine shall jointly complete and file a Form
13 (Amalgamation Application - Short) with the British Columbia
Registrar of Companies under the BCBCA giving effect to the
Vertical Amalgamation of Amalco and Sixonine upon and subject to
the terms of this Agreement.
(ii) Upon the issue of a Certificate of Amalgamation giving effect to the

Vertical Amalgamation, Amalco and Sixonine shall be amalgamated
and shall continue as one company effective on the date of the
Certificate of Amalgamation with respect to the Vertical
Amalgamation under the terms and conditions prescribed in the
BCBCA and this Agreement.
(iii) The DionyMed Broker Rights, the DionyMed Warrants and any
other rights to acquire DionyMEd Shares, will, as a result of the
Amalgamation and the Vertical Amalgamation, become rights to
acquire securities of the Resulting Issuer.
(iv) The DionyMed Convertible Debentures will, as a result of the

Amalgamation and the Vertical Amalgamation, become convertible
debentures of the Resulting Issuer.
1.3 Amalco
(a) Name. The name of Amalco shall be DionyMed Holdings Inc.
(b) Registered and Records Offices. The address of the registered and
records offices of Amalco shall be 2200 HSBC Building, 885 West Georgia
Street, Vancouver, BC V6C 3E8.
(c) Authorized Capital. Amalco shall be authorized to issue an unlimited

number of Amalco Shares.
(d) Restrictions on Share Transfer. The right to transfer securities (including

for greater clarity Amalco Shares, other than non-convertible debt
6
securities, shall be restricted and no such securities shall be transferred
without the consent of either:
(i) the directors of Amalco, expressed by a resolution passed by a

majority of the board of directors of Amalco at a meeting of directors
or by an instrument or instruments in writing signed by all of the
directors of Amalco; or
(ii) the holder or holders of a majority of the outstanding shares of

Amalco entitled to vote expressed by resolution passed at a meeting
of the shareholders of Amalco or by an instrument or instruments in
writing signed by the holder or holders of a majority of the
outstanding shares of Amalco entitled to vote at meetings of
shareholders of Amalco.
(e) Directors and Officers. The directors and officers of Amalco shall be the
Persons whose names and business addresses appear below.
Full Name & Address Position

Edward Fields Chief Executive Officer, President and
2200 HSBC Building, 885 Director
West Georgia Street,
Vancouver, BC V6C 3E8
(f) Articles. The articles of Amalco shall be in the form attached hereto as
Schedule C.
(g) Restriction on Business. There shall be no restrictions on the business

which Amalco is authorized to carry on.
(h) Fractional Shares. No fractional shares will be issued on the

Amalgamation and any entitlement to a fractional share will be rounded
down to the next whole share.
(i) Financial Year End. The financial year end of Amalco shall be January 31
in each year.
1.4 Board of Directors and Officers of Sixonine
Each of the Parties hereby agrees that concurrently with the completion of the
Business Combination, all of the current directors and officers of Sixonine shall resign
without payment by or any liability to Sixonine, and each such director and officer shall
execute and deliver a release in favour of Sixonine, in a form acceptable to Sixonine and
DionyMed, each acting reasonably, and the board of directors of Sixonine shall consist of
five directors as set out below (collectively, the “New Sixonine Directors”) and
management of Sixonine shall be comprised of the following Persons (collectively, the
“New Sixonine Management”):
Name Position
Edward Fields Chief Executive Officer, President and Director
1821 S. Bascom Street, Suite 282
7
Campbell, CA 95008
United States
Brett Moyer Director
1821 S. Bascom Avenue, Suite 282
Campbell, CA 95008
United States
David Kerr Director
259 Kingswood Road
Toronto ON M4E 3N6
Canada
Susan Watt Director
11 Kingsway Cres
Toronto, ON M8X 2P9
Stephen Dineley Director
125 Balsam Ave
Toronto, ON M4E 3B9
Peter Kampian Chief Financial Officer
32 Bird Court
Cambridge, Ontario N1T 1V6
Peter Hilliard Chief Operating Officer
201 Johnson Ave
Los Gatos, CA 95030
United States
Yolanda Celi Chief Administrative Officer, Executive Vice
1821 S. Bascom Street, Suite 282 President, People
Campbell, CA 95008
United States
1.5 U.S. Tax Treatment
For U.S. federal income tax purposes, this Agreement is intended to constitute,
and the Parties hereby adopt this Agreement as, a “plan of reorganization” within the
meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a). Each Party agrees
that, for U.S. federal income tax purposes, (a) it shall treat the Amalgamations as a single
integrated transaction qualifying as a tax-deferred reorganization within the meaning of
Section 368(a) of the Code; (b) that it shall report the Amalgamations as a “reorganization”
within the meaning of Section 368(a) of the Code and it shall not take any tax reporting
position inconsistent with such treatment for U.S. federal, state and other relevant tax
purposes; (c) DionyMed, Sixonine and Sixonine Subco are “parties to a reorganization”
within the meaning of Section 368(b) of the Code; (d) it shall retain such records and file
such information as is required to be retained and filed pursuant to Treasury Regulation
Section 1.368(a)-3 in connection with the Amalgamations; and (e) it shall otherwise use its
best efforts to cause the Amalgamations to qualify as a “reorganization” within the
meaning of Section 368(a) of the Code. In connection with the Amalgamations and at all
times from and after the Effective Date, the Parties agree to treat Sixonine as a United
States domestic corporation for U.S. federal income tax purposes pursuant to Section
7874(b) of the Code. No Party shall take any action, fail to take any action, cause any
action to be taken or cause any action to be taken or cause any action to fail to be taken
that could reasonably be expected to prevent (1) the Amalgamations from qualifying as a
8
“reorganization” within the meaning of Section 368(a) of the Code, or (2) Sixonine from
being treated as a United States domestic corporation for U.S. federal income tax
purposes pursuant to Section 7874(b) of the Code. Each Party hereto agrees to act in
good faith, consistent with the intent of the Parties and the intended U.S. federal income
tax treatment of the Amalgamations as set forth in this Section 1.5.
ARTICLE 2
DISSENT RIGHTS
2.1 Dissent Rights
Registered DionyMed Shareholders may exercise rights of dissent (“Dissent

Rights”) from the DionyMed Resolutions pursuant to applicable law. A registered
DionyMed Shareholder is not entitled to exercise Dissent Rights with respect to DionyMed
Shares if such holder votes (or instructs, or is deemed, by submission of any incomplete
proxy, to have instructed his, her or its proxyholder to vote) in favour of the DionyMed
Resolutions.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF DIONYMED
DionyMed hereby represents and warrants to and in favour of Sixonine and

Sixonine Subco as follows and acknowledges that Sixonine and Sixonine Subco are
relying on such representations and warranties in connection with this Agreement and
completing the transactions contemplated herein:
3.1 Organization and Good Standing
(a) DionyMed is a company duly organized, validly existing, and in good

standing under the Laws of the jurisdiction of its incorporation and is
qualified to transact business and is in good standing as a foreign
corporation in the jurisdictions where it is required to qualify in order to
conduct its business as presently conducted, except where the failure to be
so qualified would not have a Material Adverse Effect on DionyMed.
(b) DionyMed has the corporate power and authority to own, lease or operate
its properties and to carry on its business as now conducted.
3.2 Consents, Authorizations, and Binding Effect
(a) DionyMed may execute, deliver and perform this Agreement without the
necessity of obtaining any consent, approval, authorization or waiver, or
giving any notice or otherwise, except:
(i) the DionyMed Resolutions being passed by the holders of the

DionyMed Shares;
(ii) consents, approvals, authorizations and waivers which have been

obtained (or will be obtained prior to the Effective Date) and are
unconditional, and in full force and effect, and notices which have
been given on a timely basis;
9
(iii) the filing of a Form 13 (Amalgamation Application) with the British
Columbia Registrar of Companies under the BCBCA; and
(iv) those which, if not obtained or made, would not prevent or delay the
consummation of the Amalgamation or otherwise prevent DionyMed
from performing its obligations under this Agreement and would not
be reasonably likely to have a Material Adverse Effect on DionyMed.
(b) DionyMed has full corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder and to complete the
Amalgamation, subject to the DionyMed Resolutions being passed by the
DionyMed Shareholders.
(c) The board of directors of DionyMed has:
(i) approved the Business Combination and the execution, delivery and
performance of this Agreement; and
(ii) directed that the DionyMed Resolutions be submitted to the

DionyMed Shareholders, and recommended it be passed.
(d) This Agreement has been duly executed and delivered by DionyMed and
constitutes a legal, valid, and binding obligation of DionyMed, enforceable
against it in accordance with its terms, except:
(i) as may be limited by bankruptcy, reorganization, insolvency and

similar Laws of general application relating to or affecting the
enforcement of creditors’ rights or the relief of debtors; and
(ii) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defences and to
the discretion of the court before which any proceeding therefor may
be brought.
(e) The execution, delivery, and performance of this Agreement will not:
(i) constitute a violation of the notice of articles or articles, as

amended, of DionyMed;
(ii) conflict with, result in the breach of or constitute a default or give to

others a right of termination, cancellation, creation or acceleration of
any obligation under or the loss of any material benefit under or the
creation of any benefit or right of any third party under any material
Contract, material permit or material license to which DionyMed is a
party or as to which any of its property is subject which would in any
such case have a Material Adverse Effect on DionyMed;
(iii) constitute a violation of any Law applicable or relating to DionyMed

or its business except for such violations which would not have a
Material Adverse Effect on DionyMed; or
10
(iv) result in the creation of any lien upon any of the assets of DionyMed
other than such liens as would not have a Material Adverse Effect
on DionyMed.
(f) Neither DionyMed nor any Affiliate or Associate of DionyMed nor, to the
knowledge of DionyMed, any director or officer of DionyMed beneficially
owns or has the right to acquire a beneficial interest in any Sixonine
Shares.
3.3 Litigation
(a) There are no actions, suits, claims or proceedings, whether in equity or at

law or, any Governmental investigations pending or, to the knowledge of
DionyMed, threatened:
(i) against or affecting DionyMed or with respect to or affecting any

asset or property owned, leased or used by DionyMed; or
(ii) which question or challenge the validity of this Agreement, or the

Amalgamation or any action taken or to be taken pursuant to this
Agreement, or the Amalgamation;
nor is DionyMed aware of any basis for any such action, suit, claim,
proceeding or investigation, except for actions, suits, claims or proceeding
which would not, in the aggregate, have a Material Adverse Effect on
DionyMed.
(b) Neither DionyMed, nor any asset of DionyMed is subject to any judgment,
order or decree entered in any lawsuit or proceeding which has had, or
which is reasonably likely to have, a Material Adverse Effect on DionyMed
or which is reasonably likely to prevent DionyMed from performing its
obligations under this Agreement.
3.4 Financial Statements
The financial statements (including, in each case, any notes thereto) of DionyMed
for the period ended February 28, 2018 were prepared in accordance with IFRS applied
on a consistent basis during the periods involved (except as may be indicated therein or in
the notes thereto) and fairly presented in all material respects the assets, liabilities and
financial condition of DionyMed as of the respective dates thereof and the earnings,
results of operations and changes in financial position of DionyMed for the period then
ended. DionyMed has not, since February 28, 2018 made any change in the accounting
practices or policies applied in the preparation of its financial statements.
3.5 Contracts, Etc.
(a) Except for Contracts entered into in the ordinary course of business
(including to acquire and construct its facilities) and other than as disclosed
in the DionyMed Disclosure Letter, DionyMed is not a party to or bound by
any material Contract:
11
(i) relating to capital expenditures or improvements in excess of
$1,000,000 in the aggregate;
(ii) with a bank or other financial institution relating to borrowed money;
(iii) relating to outstanding letters of credit or constituting an agreement

of guarantee or indemnification of the obligations or liabilities
(contingent or otherwise) of any other Person or relating to
commitments to purchase the assets of any other Person or to
guarantee the price thereof; or
(iv) limiting or restraining DionyMed from engaging in any activities or

competing with any Person.
3.6 Capitalization
(a) As at the date hereof, the authorized capital of DionyMed consists of an

unlimited number of DionyMed Common Shares, of which 3,559,710
DionyMed Common Shares are issued and outstanding, an unlimited
number of DionyMed Series A Shares, of which 31,353 DionyMed Series A
Shares are issued and outstanding, and an unlimited number of DionyMed
Series F Shares, of which 6,598 are issued and outstanding. There are
9,051,042 DionyMed Shares issuable upon the exercise of outstanding
DionyMed Options and 190,000 DionyMed Shares issuable upon the
conversion, exercise or exchange of warrants issued by DionyMed.
(b) All issued and outstanding DionyMed Shares have been duly authorized
and are validly issued, fully paid and non-assessable, free of pre-emptive
rights.
3.7 Undisclosed Liabilities
There are no material liabilities of DionyMed of any kind whatsoever, whether or

not accrued and whether or not determined or determinable, in respect of which DionyMed
may become liable on or after the consummation of the transactions contemplated hereby
other than:
(a) liabilities disclosed on or reflected or provided for in the most recent

financial statements of DionyMed; and
(b) liabilities incurred in the ordinary and usual course of business of DionyMed
and attributable to the period since February 28, 2018, none of which has
had or may reasonably be expected to have a Material Adverse Effect on
DionyMed.
3.8 Brokers
Other than in connection with the Financing, neither DionyMed nor to the
knowledge of DionyMed any of its Associates, Affiliates or Advisers have retained any
broker or finder in connection with the Business Combination or the other transactions
12
contemplated hereby, nor have any of the foregoing incurred any Liability to any broker or
finder by reason of any such transaction.
3.9 Anti-Bribery Laws
Neither DionyMed nor to the knowledge of DionyMed, any director, officer,

employee, consultant, representative or agent of the foregoing, has (i) violated any anti-
bribery or anti-corruption laws applicable to DionyMed, including but not limited to the U.S.
Foreign Corrupt Practices Act and Canada’s Corruption of Foreign Public Officials Act, or
(ii) offered, paid, promised to pay, or authorized the payment of any money, or offered,
given, promised to give, or authorized the giving of anything of value, that goes beyond
what is reasonable and customary and/or of modest value: (X) to any Government Official,
whether directly or through any other Person, for the purpose of influencing any act or
decision of a Government Official in his or her official capacity; inducing a Government
Official to do or omit to do any act in violation of his or her lawful duties; securing any
improper advantage; inducing a Government Official to influence or affect any act or
decision of any Governmental Authority; or assisting any representative of DionyMed in
obtaining or retaining business for or with, or directing business to, any Person; or (Y) to
any Person, in a manner which would constitute or have the purpose or effect of public or
commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other
unlawful or improper means of obtaining business or any improper advantage. Neither
DionyMed nor to the knowledge of DionyMed, any director, officer, employee, consultant,
representative or agent of foregoing, has (i) conducted or initiated any review, audit, or
internal investigation that concluded DionyMed or any director, officer, employee,
consultant, representative or agent of the foregoing violated such laws or committed any
material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any
Governmental Authority responsible for enforcing anti-bribery or anti-corruption Laws, in
each case with respect to any alleged act or omission arising under or relating to non-
compliance with any such Laws, or received any notice, request, or citation from any
Person alleging non-compliance with any such Laws.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SIXONINE AND SIXONINE SUBCO
Except as disclosed in the Sixonine Disclosure Letter, each of Sixonine and

Sixonine Subco hereby represents and warrants to DionyMed as follows and
acknowledges that DionyMed is relying on such representations and warranties in
connection with this Agreement and completing the transactions contemplated herein:
4.1 Organization and Good Standing
(a) Each Sixonine Group Member is a corporation duly organized, validly

existing, and in good standing under the Laws of the jurisdiction of its
incorporation and is qualified to transact business and is in good standing
as a foreign corporation in the jurisdictions where it is required to qualify in
order to conduct its business as presently conducted, except where the
failure to be so qualified would not have a Material Adverse Effect on
Sixonine or on any such corporation. Except for Sixonine Subco, there are
no other subsidiaries of Sixonine.
13
(b) Each Sixonine Group Member has the corporate power and authority to
own, lease, or operate its properties and to carry on its business as now
conducted.
4.2 Consents, Authorizations, and Binding Effect
(a) Sixonine and Sixonine Subco may execute, deliver and perform this
Agreement without the necessity of obtaining any consent, approval,
authorization or waiver, or giving any notice or otherwise, except:
(i) the Sixonine Resolutions being passed by the holders of the

Sixonine Shares;
(ii) the Sixonine Subco Amalgamation Resolution being passed by

Sixonine as sole shareholder of Sixonine Subco;
(iii) consents, approvals, authorizations and waivers which have been

obtained (or will be obtained prior to the Effective Date) and are
unconditional and in full force and effect and notices which have
been given on a timely basis;
(iv) the filing of Articles of Amendment under the BCBCA and a Form 13
(Amalgamation Application) with the British Columbia Registrar of
Companies under the BCBCA;
(v) the filing of the documents prescribed under the BCBCA to effect
the appointment of the New Sixonine Directors and the New
Sixonine Management; and
(vi) those which, if not obtained or made, would not prevent or delay the
consummation of the Amalgamation or otherwise prevent Sixonine
from performing its obligations under this Agreement and would not
be reasonably likely to have a Material Adverse Effect on the
Sixonine Group.
(b) Each of Sixonine and Sixonine Subco has full corporate power and
authority to execute and deliver this Agreement and to perform its
respective obligations hereunder and to complete the Amalgamation,
subject to the Sixonine Subco Amalgamation Resolution being passed by
Sixonine.
(c) The board of directors of Sixonine has:
(i) approved the Business Combination and the execution, delivery and
performance of this Agreement;
(ii) directed that the Sixonine Resolutions be submitted to the Sixonine

Shareholders and recommended approval thereof; and
(iii) approved the execution and delivery of the Sixonine Subco

Amalgamation Resolution by Sixonine.
14
(d) The board of directors of Sixonine Subco has unanimously approved the
Amalgamation and the execution, delivery and performance of this
Agreement.
(e) This Agreement has been duly executed and delivered by Sixonine and
Sixonine Subco and constitutes a legal, valid, and binding obligation of
Sixonine and Sixonine Subco enforceable against each of them in
accordance with its terms, except:
(i) as may be limited by bankruptcy, reorganization, insolvency and

similar Laws of general application relating to or affecting the
enforcement of creditors' rights or the relief of debtors; and
(ii) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defences and to
the discretion of the court before which any proceeding therefor may
be brought.
(f) The execution, delivery, and performance of this Agreement will not:
(i) constitute a violation of the articles or by-laws of Sixonine or the

notice of articles or articles of Sixonine Subco;
(ii) conflict with, result in the breach of or constitute a default or give to

others a right of termination, cancellation, creation or acceleration of
any obligation under, or the loss of any material benefit under or the
creation of any benefit or right of any third party under any material
Contract, material permit or material license to which any Sixonine
Group Member is a party or as to which any of its property is subject
which would in any such case have a Material Adverse Effect on the
Sixonine Group;
(iii) constitute a violation of any Law applicable or relating to any

Sixonine Group Member or their respective businesses except for
such violations which would not have a Material Adverse Effect on
any Sixonine Group Member; or
(iv) result in the creation of any lien upon any of the assets of any
Sixonine Group Member, other than such liens as would not have a
Material Adverse Effect on the Sixonine Group.
(g) No Sixonine Group Member or any Affiliate or Associate of any Sixonine

Group Member, nor to the knowledge of Sixonine, any director or officer of
any Sixonine Group Member, beneficially owns or has the right to acquire a
beneficial interest in any DionyMed Shares.
4.3 Litigation and Compliance
(a) There are no actions, suits, claims or proceedings, whether in equity or at

law, or any Governmental investigations pending or, to the knowledge of
Sixonine, threatened:
15
(i) against or affecting any Sixonine Group Member or with respect to
or affecting any asset or property owned, leased or used by any
Sixonine Group Member; or
(ii) which question or challenge the validity of this Agreement or the

Amalgamation or any action taken or to be taken pursuant to this
Agreement or the Amalgamation;
nor is Sixonine aware of any basis for any such action, suit, claim,
proceeding or investigation, except for actions, suits, claims or proceeding
which would not, in the aggregate, have a Material Adverse Effect on
Sixonine.
(b) Each Sixonine Group Member has conducted and is conducting its
business in compliance with, and is not in default or violation under, and
has not received notice asserting the existence of any default or violation
under, any Law applicable to the businesses or operations of the Sixonine
Group, except for non-compliance, defaults, and violations which would not,
in the aggregate, have a Material Adverse Effect on the Sixonine Group.
(c) No Sixonine Group Member, and no asset of any Sixonine Group Member,
is subject to any judgment, order or decree entered in any lawsuit or
proceeding which has had, or which is reasonably likely to have, a Material
Adverse Effect on the Sixonine Group or which is reasonably likely to
prevent Sixonine or Sixonine Subco from performing its respective
obligations under this Agreement.
(d) Each Sixonine Group Member has duly filed or made all reports and returns
required to be filed by it with any Government and has obtained all permits,
licenses, consents, approvals, certificates, registrations and authorizations
(whether Governmental, regulatory or otherwise) which are required in
connection with its business and operations, except where the failure to do
so has not had and would not have a Material Adverse Effect on the
Sixonine Group.
4.4 Public Filings; Financial Statements
(a) Sixonine has filed all documents required pursuant to applicable Canadian
Securities Laws (the “Sixonine Securities Documents”). As of their
respective dates, the Sixonine Securities Documents complied in all
material respects with the then applicable requirements of the Canadian
Securities Laws and, at the respective times they were filed, none of the
Sixonine Securities Documents contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make any statement therein, in light of the circumstances
under which it was made, not misleading. Sixonine has not filed any
confidential disclosure reports which have not at the date hereof become
public knowledge.
(b) The financial statements (including, in each case, any notes thereto) of
Sixonine for the year ended December 31, 2017 and for the three and six
16
month periods ended June 30, 2018, included in the Sixonine Securities
Documents were prepared in accordance with IFRS applied on a consistent
basis during the periods involved (except as may be indicated therein or in
the notes thereto) and fairly presented in all material respects the assets,
liabilities and financial condition of Sixonine as of the respective dates
thereof and the earnings, results of operations and changes in financial
position of Sixonine for the periods then ended (subject, in the case of
unaudited statements, to the absence of footnote disclosure and to
customary year-end audit adjustments and to any other adjustments
described therein). Except as disclosed in the Sixonine Securities
Documents, Sixonine has not, since June 30, 2018, made any change in
the accounting practices or policies applied in the preparation of its financial
statements.
(c) Sixonine is now, and on the Effective Date will be, a “reporting issuer” (or its
equivalent) under Canadian Securities Laws of each of the Provinces of
Ontario, Alberta and British Columbia. Sixonine is not currently in default in
any material respect of any requirement of Canadian Securities Laws and
Sixonine is not included on a list of defaulting reporting issuers maintained
by any of the securities commissions or similar regulatory authorities in
each of such Provinces.
(d) Sixonine has not had any material correspondence with any Canadian
securities regulator which has not been disclosed to DionyMed.
(e) There has not been any reportable event (within the meaning of National
Instrument 51-102 – Continuous Disclosure Obligations of the Canadian
Securities Administrators) since June 30, 2018, with the present or former
auditors of the Sixonine Group.
(f) No order ceasing or suspending trading in securities of any Sixonine Group

Member or prohibiting the sale of securities by any Sixonine Group Member
has been issued that remains outstanding and, to the knowledge of
Sixonine, no proceedings for this purpose have been instituted, are
pending, contemplated or threatened by any securities commission, self-
regulatory organization or the TSX-V.
(g) Sixonine maintains a system of internal accounting controls sufficient to

provide reasonable assurance that: (i) transactions are executed in
accordance with management’s general or specific authorizations; (ii)
access to assets is permitted only in accordance with management’s
general or specific authorization; and (iii) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.
(h) Other than an accounting and administrative services agreement with

Emprise Capital Corp., there are no contracts with Sixonine, on the one
hand, and:
(i) any officer or director of the Sixonine Group;
17
(ii) any holder of 5% or more of the equity securities of Sixonine; or
(iii) an associate or affiliate of a Person in (i) or (ii), on the other hand.
4.5 Taxes
Each Sixonine Group Member has timely filed, or has caused to be timely filed on
its behalf, all Tax Returns required to be filed by it prior to the date hereof, all such Tax
Returns are complete and accurate in all material respects. All Taxes shown to be due on
such Tax Returns, or otherwise owed, have been timely paid, other than those which are
being contested in good faith and in respect of which adequate reserves have been
provided in the most recently published financial statements of Sixonine. Sixonine's most
recent audited consolidated financial statements reflect a reserve in accordance with IFRS
for all Taxes payable by the Sixonine Group Members for all taxable periods and portions
thereof through the date of such financial statements. No deficiency with respect to any
Taxes has been proposed, asserted or assessed in writing against any Sixonine Group
Member, there are no actions, suits, proceedings, investigations or claims pending or
threatened against any Sixonine Group Member in respect of Taxes or any matters under
discussion with any Government relating to Taxes, in each case which are likely to have a
Material Adverse Effect on the Sixonine Group, and no waivers or written requests for
waivers of the time to assess any such Taxes are outstanding or pending. Each Sixonine
Group Member has withheld from each payment made to any of their past or present
employees, officers or directors, and to any non-resident of Canada, the amount of all
Taxes required to be withheld therefrom and have paid the same to the proper tax or
receiving officers within the time required under applicable Law. Each Sixonine Group
Member has remitted to the appropriate tax authorities all amounts collected by it in
respect of federal goods and services tax and provincial or harmonized sales taxes. There
are no liens for Taxes upon any asset of the Sixonine Group except liens for Taxes not yet
due.
4.6 Pension and Other Employee Plans and Agreement
Other than the Sixonine Stock Option Plan, Sixonine does not maintain or
contribute to any Employee Plan. The Sixonine Stock Option Plan has been approved by
the TSX-V and was adopted by Sixonine in accordance with the requirements of the TSX-
V and complies in all material respects with the applicable policies of the TSX-V.
4.7 Labour Relations
(a) No employees of any Sixonine Group Member are covered by any

collective bargaining agreement.
(b) There are no representation questions, arbitration proceedings, labour

strikes, slow-downs or stoppages, material grievances, or other labour
troubles pending or, to the knowledge of Sixonine, threatened with respect
to the employees of any Sixonine Group Member and, to the best of
Sixonine's knowledge, there are no present or pending applications for
certification (or the equivalent procedure under any applicable Law) of any
union as the bargaining agent for any employees of any Sixonine Group
Member.
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4.8 Contracts, Etc.
(a) Except for Contracts entered into in the ordinary course of business or
which have been filed on SEDAR and other than as disclosed in the
Sixonine Disclosure Letter, no Sixonine Group Member is a party to or
bound by any material Contract:
(i) relating to capital expenditures or improvements in excess of

$100,000 in the aggregate;
(ii) by which title to any assets, rights or properties is retained by a third

party as security for an obligation;
(iii) which will be at the Effective Date secured by a lien upon any
assets, rights or properties as security for an obligation;
(iv) relating to the employment of any employees or the rights of

employees upon severance or termination;
(v) relating to management, consulting or any other similar type of

Contract which involves an amount exceeding $100,000 per annum,
excluding those which may be terminated without Penalty on 90
days notice or less;
(vi) which contemplates payment on or as a result of a change of control

of any Sixonine Group Member (whether on termination of such
agreement, on occurrence of any other event or circumstance, or
after notice or lapse of time or otherwise);
(vii) with any director or officer, former director or officer, shareholder or

any Person not dealing at arm's length with Sixonine or Sixonine
Group Member;
(viii) with a bank or other financial institution relating to borrowed money;
(ix) relating to the existence, creation, purchase or sale of any bonds,

debentures, notes or long-term debts;
(x) relating to outstanding letters of credit or constituting an agreement

of guarantee or indemnification of the obligations or liabilities
(contingent or otherwise) of any other Person or relating to
commitments to purchase the assets of any other Person or to
guarantee the price thereof;
(xi) relating to the acquisition or disposition of any shares or securities

of any entity;
(xii) relating to the acquisition, disposition or lease of any business

operations or real property;
19
(xiii) limiting or restraining any Sixonine Group Member from engaging in
any activities or competing with any Person;
(xiv) which involves the use of a derivative, including any forward

contracts or options; or
(xv) relating to the existence or creation of any bona fide offer of an

opportunity (including a joint venture opportunity) to any Person.
(b) Each Sixonine Group Member and, to the knowledge of Sixonine, each of
the other parties thereto is in material compliance with all covenants under
any material Contract and no default has occurred which, with notice or
lapse of time or both, would directly or indirectly constitute such a default
under any material Contract, except for such non-compliance or default as
has not had and will not have a Material Adverse Effect on the Sixonine
Group.
(c) No Sixonine Group Member is a party to or bound by any Contract that

provides for any payment as a result of the consummation of any of the
matters contemplated by this Agreement.
4.9 Absence of Certain Changes, Etc.
Except as contemplated by the Business Combination and this Agreement and

other than as disclosed in the Sixonine Disclosure Letter, since June 30, 2018:
(a) there has been no Material Adverse Change in the Sixonine Group;
(b) no Sixonine Group Member has:
(i) sold, transferred, distributed, or otherwise disposed of or acquired a

material amount of its assets, or agreed to do any of the foregoing,
except in the ordinary course of business;
(ii) incurred any liability or obligation of any nature (whether absolute,

accrued, contingent or otherwise) which has had or is likely to have
a Material Adverse Effect on the Sixonine Group;
(iii) made or agreed to make any material capital expenditure or

commitment for additions to property, plant, or equipment in excess
of $250,000;
(iv) made or agreed to make any material increase in the compensation

payable to any employee or director except for increases made in
the ordinary course of business and consistent with presently
existing policies or agreement or past practice;
(v) conducted its operations other than in all material respects in the
normal course of business;
20
(vi) entered into any material transaction or material Contract, or
amended or terminated any material transaction or material
Contract, except transactions or Contracts entered into in the
ordinary course of business; and
(vii) agreed or committed to do any of the foregoing; and
(c) there has not been any declaration, setting aside or payment of any
dividend or other distribution with respect to Sixonine's share capital.
4.10 Capitalization
(a) As at the date hereof, the authorized capital of Sixonine consists of an

unlimited number of Sixonine Shares, of which 6,911,532 Sixonine Shares
are issued and outstanding (prior to giving effect to the Consolidation) and
an unlimited number of preferred shares, of which none are issued and
outstanding and there are 1,700,000 Sixonine Shares issuable upon the
exercise of outstanding Sixonine Warrants or on conversion, exercise or
exchange of other outstanding convertible securities of Sixonine.
(b) All issued and outstanding Sixonine Shares have been duly authorized and
are validly issued, fully paid and non-assessable, free of pre-emptive rights.
(c) There are no authorized, outstanding or existing:
(i) voting trusts or other agreements or understandings with respect to

the voting of any Sixonine Shares to which any Sixonine Group
Member is a party;
(ii) securities issued by any Sixonine Group Member that are

convertible into or exchangeable for Sixonine Shares, other than the
Sixonine Warrants;
(iii) agreements, options, warrants, or other rights capable of becoming

agreements, options or warrants to purchase or subscribe for any
Sixonine Shares or securities convertible into or exchangeable or
exercisable for any such common shares, in each case granted,
extended or entered into by any Sixonine Group Member;
(iv) agreements of any kind to which any Sixonine Group Member is a

party relating to the issuance or sale of any Sixonine Shares, or any
securities convertible into or exchangeable or exercisable for
Sixonine Shares or requiring Sixonine to qualify securities of any
Sixonine Group Member for distribution by prospectus under
Canadian Securities Laws; or
(v) agreements of any kind which may obligate Sixonine to issue or

purchase any of its securities.
21
4.11 Environmental Matters
Each Sixonine Group Member is in compliance, in all material respects, with all
applicable Environmental Laws and has not materially violated any then current
environmental laws as applied at that time. No Sixonine Group Member is the subject of:
(i) any proceeding, application, order or directive which relates to any environmental,
health or safety matter; or (ii) any demand or notice with respect to any Environmental
Laws. Each Sixonine Group Member has made adequate reserves for all reclamation
obligations and has made appropriate arrangements, through obtaining reclamation bonds
or otherwise to discharge such reclamation obligations, to the extent applicable. There is
no material environmental liability nor factors likely to give rise to any material
environmental liability (i) affecting any of the material properties of any Sixonine Group
Member; or (ii) retained in any manner by any Sixonine Group Member in connection with
properties disposed of by any Sixonine Group Member.
4.12 Title
Sixonine is the absolute legal and beneficial owner of, and has good and
marketable title to, all of its material property or assets (real and Personal, tangible and
intangible, including leasehold interests) including all the properties and assets reflected in
the balance sheet forming part of Sixonine’s financial statements for the six month period
ended June 30, 2018.
4.13 Indebtedness
No indebtedness for borrowed money is owing or guaranteed by any Sixonine

Group Member.
4.14 Undisclosed Liabilities
There are no material liabilities of the Sixonine Group of any kind whatsoever,
whether or not accrued and whether or not determined or determinable, in respect of
which any Sixonine Group Member may become liable on or after the consummation of
the transactions contemplated hereby other than:
(a) liabilities disclosed on or reflected or provided for in the most recent

financial statements of Sixonine included in the Sixonine Securities
Documents; and
(b) liabilities incurred in the ordinary and usual course of business of the
Sixonine Group and attributable to the period since June 30, 2018, none of
which has had or may reasonably be expected to have a Material Adverse
Effect on the Sixonine Group,
and which, as at June 30, 2018, total approximately $88,568.
4.15 Brokers
No Sixonine Group Member or, to the knowledge of Sixonine, any of their

respective Associates, Affiliates or Advisers have retained any broker or finder in
connection with the Amalgamation or the other transactions contemplated hereby, nor
22
have any of the foregoing incurred any Liability to any broker or finder by reason of any
such transaction.
4.16 Anti-Bribery Laws
Neither Sixonine nor Sixonine Subco nor to the knowledge of Sixonine, any
director, officer, employee, consultant, representative or agent of the foregoing, has
(i) violated any anti-bribery or anti-corruption laws applicable to Sixonine or Sixonine
Subco, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada’s
Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or
authorized the payment of any money, or offered, given, promised to give, or authorized
the giving of anything of value, that goes beyond what is reasonable and customary and/or
of modest value: (X) to any Government Official, whether directly or through any other
Person, for the purpose of influencing any act or decision of a Government Official in his or
her official capacity; inducing a Government Official to do or omit to do any act in violation
of his or her lawful duties; securing any improper advantage; inducing a Government
Official to influence or affect any act or decision of any Governmental Authority; or
assisting any representative of Sixonine or Sixonine Subco in obtaining or retaining
business for or with, or directing business to, any Person; or (Y) to any Person, in a
manner which would constitute or have the purpose or effect of public or commercial
bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or
improper means of obtaining business or any improper advantage. Neither Sixonine nor
Sixonine Subco nor to the knowledge of Sixonine, any director, officer, employee,
consultant, representative or agent of foregoing, has (i) conducted or initiated any review,
audit, or internal investigation that concluded Sixonine or Sixonine Subco or any director,
officer, employee, consultant, representative or agent of the foregoing violated such laws
or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary
disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-
corruption Laws, in each case with respect to any alleged act or omission arising under or
relating to non-compliance with any such Laws, or received any notice, request, or citation
from any Person alleging non-compliance with any such Laws.
ARTICLE 5
COVENANTS OF DIONYMED
From and after the date hereof and until the Effective Date (except as hereinafter
otherwise provided), unless Sixonine shall otherwise consent in writing, which consent
shall not be unreasonably withheld, conditioned or delayed:
5.1 Access
DionyMed shall permit:
(a) Sixonine and its Advisers to have reasonable access at reasonable times to
all properties, books, accounts, records, Contracts, files, correspondence,
tax records, and documents of or relating to DionyMed including auditor’s
working papers and management letters and to discuss such matters with
the executive officers of DionyMed and DionyMed shall make available to
Sixonine and its Advisers a copy of each report or other document filed
pursuant to Canadian Securities Laws and all other information concerning
23
its business and properties in its possession or under its control as Sixonine
may reasonably request; and
(b) Sixonine to conduct, or cause its agents to conduct, such reasonable

reviews, inspections, surveys, tests, and investigations of the assets of
DionyMed as they deem necessary or advisable, provided such reviews are
conducted at reasonable times and in a reasonable manner.
5.2 Ordinary Course
DionyMed shall conduct business in a prudent and business-like manner and,

except for transactions contemplated hereby, only in the ordinary course consistent with
past practice. DionyMed shall not:
(a) amend its notice of articles or articles, except as contemplated by the

Business Combination and this Agreement;
(b) subdivide, split, combine, consolidate, or reclassify any of its outstanding

share capital;
(c) other than pursuant to obligations or rights under existing written Contracts,
agreements and commitments, sell, lease or otherwise dispose of any
material property or assets or enter into any agreement or commitment in
respect of any of the foregoing; and
(d) except as required by IFRS, or any applicable Law, make any changes to
the existing accounting practices of DionyMed or make any material tax
election inconsistent with past practice.
5.3 Closing Conditions
DionyMed shall use all commercially reasonable efforts to cause all of the
conditions to the obligations of Sixonine and Sixonine Subco under this Agreement to be
satisfied on or prior to the Effective Date (to the extent the satisfaction of such conditions
is within the control of DionyMed).
5.4 Listing Statement
DionyMed shall prepare the Listing Statement and Sixonine shall use all
commercially reasonable efforts to assist DionyMed in connection with the preparation of
the Listing Statement, and DionyMed prepare as promptly as possible any other
documents required by applicable Law in connection with all shareholder and regulatory
approvals required in respect of the Business Combination and the other matters
contemplated hereby, including but not limited to the extent applicable, the disclosure
regarding DionyMed (including financial statements) prescribed under applicable
Canadian Securities Laws and described in the form of prospectus that DionyMed would
be eligible to use, for inclusion in the Listing Statement.
24
5.5 Stock Exchange Listing
DionyMed shall use all commercially reasonable best efforts to obtain the approval
of the CSE to the Listing. DionyMed shall furnish to Sixonine and its legal counsel for
review and comment, a reasonable amount of time prior to the time of filing of any
document with the CSE, a copy of each document to be filed with the CSE, including,
without limitation, the Listing Statement.
5.6 Continuance Into British Columbia
DionyMed shall use all commercially reasonable efforts to ensure that DionyMed is
continued into British Columbia under the BCBCA prior to the Effective Date.
ARTICLE 6
COVENANTS OF SIXONINE
From and after the date hereof and until the Effective Date (except as hereinafter
otherwise provided), unless DionyMed shall otherwise consent in writing, which consent
shall not be unreasonably withheld, delayed or conditioned:
6.1 Access
Sixonine shall permit, and shall cause each Sixonine Group Member to permit:
(a) DionyMed and its Advisers to have reasonable access at reasonable times
to all properties books, accounts, records, Contracts, files, correspondence,
tax records, and documents of or relating to the Sixonine Group including
auditor's working papers and management letters and to discuss such
matters with the executive officers of the Sixonine Group and Sixonine shall
make available to DionyMed and its Advisers a copy of each report or other
document filed pursuant to Canadian Securities Laws and all other
information concerning its business and properties in its possession or
under its control as DionyMed may reasonably request; and
(b) DionyMed to conduct, or cause its agents to conduct, such reasonable

reviews, inspections, surveys, tests, and investigations of the assets of the
Sixonine Group as they deem necessary or advisable provided such
reviews are conducted at reasonable times and in a reasonable manner.
6.2 Ordinary Course
Each Sixonine Group Member shall conduct business in a prudent and business-
like manner and, except for transactions contemplated hereby, only in the ordinary course
consistent with past practice. Each of Sixonine and Sixonine Subco shall not, and shall
cause each Sixonine Group Member not to:
(a) amend its articles or by-laws, except as contemplated by the Business

Combination and this Agreement;
25
(b) subdivide, split, combine, consolidate, or reclassify any of its outstanding
share capital, except as contemplated by the Business Combination and
this Agreement;
(c) issue or agree to issue any securities, except in connection with:
(i) the Business Combination and this Agreement; and
(ii) the exercise of the Sixonine Warrants or other currently outstanding

convertible securities;
(d) declare, set aside or pay any dividend or make any other distribution
payable in cash, shares, stock, securities or property with respect to any of
its share capital other than consistent with past practice;
(e) repurchase, redeem, or otherwise acquire, directly or indirectly, any of its

share capital or any securities convertible or exchangeable into or
exercisable for any of its shares;
(f) incur, guarantee, assume or modify any indebtedness for borrowed money;
(g) guarantee or assume the liabilities of any Person;
(h) make loans, advances or other payments other than in the ordinary course
of business or as required in connection with the Business Combination;
(i) sell, lease or otherwise dispose of any material property or assets or enter
into any agreement or commitment in respect of any of the foregoing;
(j) except as contemplated by the Business Combination and this Agreement,

amend or propose to amend the rights, privileges and restrictions attaching
to the Sixonine Shares, or reduce Sixonine’s stated capital;
(k) except as contemplated by the Business Combination and this Agreement,

reorganize, amalgamate or merge with another Person;
(l) acquire or agree to acquire any corporation or other entity (or material
interest therein) or division of any corporation or other entity or material
assets;
(m) enter into any agreements outside of the ordinary course other than in
connection with transactions contemplated in this Agreement;
(n) except as required by IFRS or any other generally accepted accounting

principles to which any Sixonine Group Member may be subject, or any
applicable Law, make any changes to the existing accounting practices of
Sixonine or make any material tax election inconsistent with past practice;
(o) enter into new commitments of a capital expenditure nature or incur any
new contingent liabilities other than (A) expenditures required by Law;
(B) expenditures made in connection with transactions contemplated in this
26
Agreement; and (C) expenditures required to prevent the occurrence of a
Material Adverse Effect; or
(p) enter into or modify any employment, consulting, severance, collective

bargaining or similar agreement, policy or arrangement with, or grant any
bonus, salary increase, option to purchase shares, pension or supplemental
pension benefit, profit sharing, retirement allowance, deferred
compensation, incentive compensation, severance, change of control or
termination pay to, or make any loan to, any officer, director, employee or
consultant of the Sixonine Group.
6.3 Insurance
Sixonine shall ensure that all property, real and personal, owned or leased by any
Sixonine Group Member continues to be insured substantially in the manner and to the
extent they are currently insured.
6.4 Consolidation, Name Change and Creation of New Share Classes
Prior to the Effective Time, Sixonine shall complete and file Articles of Amendment,
in the prescribed form, giving effect to the Consolidation, the Name Change and creating
the New Sixonine SV Shares, the New Sixonine Series A Multiple Voting Shares and the
New Sixonine Series F Multiple Voting Shares upon and subject to the terms of this
Agreement.
6.5 Closing Conditions
Sixonine shall use all commercially reasonable efforts to cause all of the conditions
to the obligations of DionyMed under this Agreement to be satisfied on or prior to the
Effective Date (to the extent the satisfaction of such conditions is within the control of the
Sixonine Group).
6.6 Stock Exchange Listing
Sixonine shall use all commercially reasonable best efforts to obtain the approval
of the TSX-V to the de-listing of the Sixonine Shares. Sixonine shall furnish to DionyMed
and its legal counsel for review and comment, a reasonable amount of time prior to the
time of filing of any document with the TSX-V, a copy of each document to be filed with the
TSX-V.
6.7 Sixonine Subco
Sixonine, as sole shareholder of Sixonine Subco, shall execute and deliver a

written consent resolution passing the Sixonine Subco Amalgamation Resolution and the
Amalgamation.
6.8 Directors and Management
Upon the change of directors and officers of Sixonine and Sixonine Subco as
described in Section 1.4, Sixonine shall complete and file, or cause to be completed and
filed, such documents prescribed under the BCBCA to give effect to such change of
27
directors and officers of Sixonine and the appointment of the New Sixonine Directors and
the New Sixonine Management.
6.9 Working Capital
Prior to the payment of (i) any costs associated with the transactions contemplated
herein, which costs shall be no more than $50,000, and (ii) any CSE listing fees, Sixonine
shall have a working capital position of not less than $80,000 and a cash position of not
less than $75,000 as of the Effective Date, provided that if the Effective Date is after
September 30, 2018, such working capital and cash position amounts will decrease by
approximately $12,000 per month.
ARTICLE 7
OTHER COVENANTS OF THE PARTIES
7.1 Amalgamation
On or before the Termination Date, Sixonine and DionyMed shall use commercially
reasonable efforts to take all necessary steps to amalgamate DionyMed and Sixonine
Subco.
7.2 Consents and Notices
Promptly after the date hereof and, if necessary, for a reasonable time after the
Effective Date:
(a) The Parties shall use all commercially reasonable efforts, and shall
cooperate with each other to obtain, all consents, waivers, approvals, and
authorizations, in addition to those set forth in clause (b) below which may
be necessary to effect the Business Combination including, without
limitation, obtaining those consents, waivers, approvals, and authorizations
described in Section 3.2 hereof and Section 4.2 hereof and shall provide
copies of such documents to the other Party.
(b) Each of DionyMed, Sixonine and Sixonine Subco will promptly execute and
file, or join in the execution and filing of, any application or other document
that may be necessary in order to obtain the authorization, approval or
consent of any Governmental Authority which may be reasonably required,
or which any other Party may reasonably request in connection with the
consummation of the transactions contemplated by this Agreement and
shall provide copies of such documents to the other Party. Each of
DionyMed, Sixonine and Sixonine Subco will use all commercially
reasonable efforts to obtain promptly all such authorizations, approvals and
consents.
7.3 Circulars and Listing Statement
(a) Each of DionyMed and Sixonine shall use all commercially reasonable
efforts to prepare, as promptly as practicable after the date of this
Agreement, if necessary, the DionyMed Circular and the Sixonine Circular,
respectively, together with any other documents required under Canadian
28
Securities Laws and applicable corporate laws in connection with the
Sixonine Meeting and, if necessary, the DionyMed Meeting and each of
Sixonine and DionyMed shall co-operate with each other in preparation and
of their respective circulars and in connection therewith provide the other
Party with such information and material concerning its affairs as such other
Party shall reasonably request, unless such cooperation and efforts would
subject such Party to unreasonable cost or liability or would be in breach of
statutory or regulatory requirements applicable to such Party.
(b) As soon as practicable after the date hereof, Sixonine shall call the
Sixonine Meeting and hold the Sixonine Meeting as soon as practicable
thereafter and mail the Sixonine Circular and all other documentation
required in connection with the Sixonine Meeting to each Sixonine
Shareholder.
(c) As soon as practicable after the date hereof, DionyMed shall file the Listing
Statement with the CSE and, if necessary, mail the DionyMed Circular and
all other documentation required in connection with the DionyMed Meeting
to its shareholders and shall hold the DionyMed Meeting at the earliest
practicable date following the mailing the DionyMed Circular. The
DionyMed Circular, if necessary, shall include, inter alia, the unanimous
recommendation of the board of directors of DionyMed that its shareholders
vote in favour of the DionyMed Resolutions.
(d) DionyMed covenants that none of the information regarding DionyMed to

be supplied by DionyMed that is required to be included or incorporated by
reference in the Sixonine Circular or the Listing Statement, as the case may
be, will as of the date of such document contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. If at any time
prior to the Effective Time any event with respect to DionyMed or its officers
and directors shall occur that is required to be described in the Sixonine
Circular or the Listing Statement, as the case may be, DionyMed shall give
prompt notice to Sixonine of such event and shall cooperate in the
preparation of a supplement or amendment to the Sixonine Circular or the
Listing Statement, as the case may be, if such supplement or amendment,
as applicable, is required, unless such cooperation and efforts would
subject DionyMed to unreasonable cost or liability or would be in breach of
applicable statutory or regulatory requirements.
(e) Sixonine covenants that none of the information regarding Sixonine and
Sixonine Subco to be supplied by Sixonine that is included or incorporated
by reference in the DionyMed Circular or the Listing Statement, as the case
may be, will as of the date of such document contain any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. If at any time
prior to the Effective Time any event with respect to Sixonine, its officers
and directors or any Sixonine Group Member shall occur that is required to
be described in the Sixonine Circular, Listing Statement or DionyMed
29
Circular, as the case may be, Sixonine shall give prompt notice to
DionyMed of such event and shall cooperate in the preparation of a
supplement or amendment to the Sixonine Circular, Listing Statement or
DionyMed Circular, as the case may be, if such supplement or amendment,
as applicable, is required, unless such cooperation and efforts would
subject Sixonine to unreasonable cost or liability or would be in breach of
applicable statutory or regulatory requirements.
7.4 Defense of Proceedings
Sixonine and Sixonine Subco, on the one hand, and DionyMed, on the other hand,
shall vigorously defend, or shall cause to be vigorously defended, any lawsuits or other
legal proceedings brought against Sixonine, DionyMed or any Sixonine Group Member, or
their respective officers, directors or shareholders, challenging this Agreement or the
completion of the Business Combination, and the Parties shall cooperate with each other
in all respects in such defense. Neither Sixonine, Sixonine Subco nor DionyMed shall
compromise or settle any claim brought in connection with the Business Combination,
without the prior written consent of the other Parties, which consent shall not be
unreasonably withheld, conditioned or delayed.
7.5 Press Releases
Before issuing any press release or otherwise making any public statements with
respect to the this Agreement or the Business Combination, Sixonine, Sixonine Subco and
DionyMed shall consult with each other and shall undertake reasonable efforts to agree
upon the terms of such press release, and shall not issue any such press release or make
any such public statement prior to such consultation, except as may be required by
applicable Law or by obligations pursuant to any listing agreement with any stock
exchange.
7.6 Non-Solicitation
(a) From and after the date hereof until the termination of this Agreement, none
of DionyMed nor any of its officers, directors, employees (other than to the
extent required by Law), agents or Affiliates (and their officers, directors or
employees) shall, directly or indirectly, (i) solicit, encourage or conduct
discussions with or engage in negotiations with any Person, other than
Sixonine, relating to the possible acquisition of DionyMed or any of its
Affiliates (whether by way of merger, purchase of shares, purchase of
assets or otherwise) or any material portion of its shares or assets, (ii)
provide information with respect to DionyMed or any of its Affiliates to any
Person, other than the Parties, relating to the possible acquisition of
DionyMed (whether by way of merger, purchase of shares, purchase of
assets or otherwise) or any material portion of its shares or assets, (iii)
enter into an agreement with any Person, other than the Parties, providing
for the acquisition of such Party or any of its affiliates (whether by way of
merger, purchase of shares, purchase of assets or otherwise) or any
material portion of its shares or assets, or (iv) make or authorize any
statement, recommendation or solicitation in support of any possible
acquisition of such Party (whether by way of merger, purchase of shares,
purchase of assets or otherwise) or any material portion of its shares or
30
assets by any Person, other than by the Parties. In addition to the
foregoing, if DionyMed or any of its officers, directors, agents, or Affiliates
receives any unsolicited offer or proposal to enter negotiations relating to
any of the above, DionyMed shall immediately notify Sixonine thereof,
including information as to the identity of the offeror or the party making any
such offer or proposal and the specific terms of such offer or proposal, as
the case may be. Notwithstanding the foregoing, this section does not
restrict, limit or prohibit the board of directors of DionyMed from exercising
its fiduciary duties under applicable Law where in the good faith judgment
of the board of directors of DionyMed, after consultation with outside legal
counsel, failure to take such action would be inconsistent with the exercise
of its fiduciary duties. For greater clarity, such fiduciary duty shall not relieve
DionyMed of its obligations under this Agreement or limit the remedies
(including specific performance and injunctive relief) available to Sixonine
or Sixonine Subco, as applicable.
(b) From and after the date hereof until the termination of this Agreement, none
of Sixonine nor any of its officers, directors, employees (other than to the
extent required by Law), agents or Affiliates (and their officers, directors or
employees) shall, directly or indirectly, (i) solicit, encourage or conduct
discussions with or engage in negotiations with any Person, other than
DionyMed, relating to the possible acquisition of Sixonine or any of its
Affiliates (whether by way of merger, purchase of shares, purchase of
assets or otherwise) or any material portion of its shares or assets, (ii)
provide information with respect to Sixonine or any of its Affiliates to any
Person, other than the Parties, relating to the possible acquisition of
Sixonine or any of its Affiliates (whether by way of merger, purchase of
shares, purchase of assets or otherwise) or any material portion of its
shares or assets, (iii) enter into an agreement with any Person, other than
the Parties, providing for the acquisition of such Party or any of its affiliates
(whether by way of merger, purchase of shares, purchase of assets or
otherwise) or any material portion of its shares or assets, or (iv) make or
authorize any statement, recommendation or solicitation in support of any
possible acquisition of such Party or any of its affiliates (whether by way of
merger, purchase of shares, purchase of assets or otherwise) or any
material portion of its shares or assets by any Person, other than by the
Parties. In addition to the foregoing, if Sixonine or any of its officers,
directors, agents, or Affiliates receives any unsolicited offer or proposal to
enter negotiations relating to any of the above, Sixonine shall immediately
notify DionyMed thereof, including information as to the identity of the
offeror or the party making any such offer or proposal and the specific
terms of such offer or proposal, as the case may be. Notwithstanding the
foregoing, this section does not restrict, limit or prohibit the board of
directors of Sixonine from exercising its fiduciary duties under applicable
Law where in the good faith judgment of the board of directors of Sixonine,
after consultation with outside legal counsel, failure to take such action
would be inconsistent with the exercise of its fiduciary duties. For greater
clarity, such fiduciary duty shall not relieve Sixonine of its obligations under
this Agreement or limit the remedies (including specific performance and
injunctive relief) available to DionyMed.
31
7.7 Refrain from Certain Actions
No Party shall take any action, refrain from taking any action (subject to
commercially reasonable efforts) or permit any action to be taken or not taken,
inconsistent with the provisions of this Agreement or which would or could reasonably be
expected to materially impede the completion of the transactions contemplated hereby or
which would or could reasonably be expected to have a Material Adverse Effect on such
Party.
7.8 Indemnity
Each Party shall indemnify and hold harmless the other Parties hereto (and such
other Parties’ respective directors, officers and Advisers) (collectively, the “Non-Offending
Persons”) from and against all claims, damages, liabilities, actions or demands to which
the Non-Offending Persons may become subject insofar as such claims, damages,
liabilities, actions or demands arise out of or are based upon the information supplied by a
Party (other than the Non-Offending Persons) and contained in a circular having contained
a misrepresentation. Each Party hereto shall obtain and hold the rights and benefits of this
Section 7.8 in trust for and on behalf of such Party's directors, officers and Advisers.
7.9 Exemptions from Registration Requirements of U.S. Securities Laws
The Parties hereto intend for the issuances and exchanges of shares contemplated
hereby to be exempt from the registration requirements of any applicable United States
federal and state securities laws and, accordingly, each agrees to take such further
commercially reasonable actions (including the execution and delivery of such further
instruments and documents) as any other Party may reasonably request with regards to
ensuring the availability of and maintaining such exemptions. The New Sixonine Shares
to be issued to the DionyMed Shareholders outside the United States will be issued in
“offshore transactions” (as such term is defined in Regulation S under the U.S. Securities
Act) in reliance on Regulation S under the U.S. Securities Act, and the New Sixonine
Shares to be issued to the DionyMed Shareholders who are, or acquiring for the account
or benefit of, U.S. Persons or persons in the United States (each a “U.S. Purchaser”) will
be issued in reliance on Rule 506(b) of Regulation D, Section 4(a)(2), Rule 701 and/or
applicable exemptions under the U.S. Securities Act and applicable state securities laws.
Each DionyMed Shareholder and/or securityholder who is a U.S. Purchaser will be
required to sign and deliver a certificate in the form attached hereto as Schedule D in
order to make the necessary representations and warranties to confirm the availability of
this exemption from registration under the U.S. Securities Act prior to receipt of, as
applicable, the New Sixonine Shares. Each DionyMed Shareholder and/or securityholder,
as applicable, that does not sign and deliver such certificate will be deemed to be
representing and warranting that such DionyMed Shareholder is not a U.S. Purchaser.
The New Sixonine Shares issued to a U.S. Purchaser in connection with the
Amalgamation will be “restricted securities” within the meaning of Rule 144(a)(3) under the
U.S. Securities Act and will bear a legend in substantially the form that follows:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED

UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS AND ARE
“RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER
THE U.S. SECURITIES ACT. THE HOLDER HEREOF, BY ACQUIRING SUCH
32
SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULES 903 OR 904 OF REGULATION S UNDER THE U.S.
SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND
REGULATIONS; (C) IN COMPLIANCE WITH THE EXEMPTION FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE
STATE SECURITIES LAWS; (D) IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE U.S. SECURITIES ACT AND, IN THE CASE OF
PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION
OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT. DELIVERY OF
THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT
OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”
ARTICLE 8
CONDITIONS TO OBLIGATIONS OF SIXONINE
8.1 Conditions Precedent in Favour of Sixonine to Completion of the Business

Combination
The obligation of Sixonine and Sixonine Subco to complete the Business

Combination is subject to the satisfaction of the following conditions on or prior to the
Effective Date, each of which may be waived by Sixonine and Sixonine Subco:
(a) The representations and warranties of DionyMed set forth in Article 3

qualified as to materiality shall be true and correct, and the representations
and warranties not so qualified shall be true and correct in all material
respects as of the date of this Agreement and on the Effective Date as if
made on the Effective Date, except for such representations and warranties
made expressly as of a specified date which shall be true and correct in all
material respects as of such date; and Sixonine shall have received a
certificate signed on behalf of DionyMed by an executive officer thereof to
such effect dated as of the Effective Date.
(b) DionyMed shall have performed and complied in all material respects with
all covenants and agreements required by this Agreement to be performed
or complied with by DionyMed prior to or on the Effective Date and Sixonine
shall have received a certificate signed on behalf of DionyMed by an
executive officer thereof to such effect dated as of the Effective Date.
(c) DionyMed shall have continued into British Columbia under the BCBCA.
(d) There shall not have occurred any Material Adverse Change in DionyMed
since the date of this Agreement except for a decrease in DionyMed’s
working capital position reasonably necessary to facilitate the
Amalgamation.
33
(e) The DionyMed Shareholders shall have approved the DionyMed
Resolutions in accordance with applicable Law.
(f) The Sixonine Shareholders shall have approved the Sixonine Resolutions
at the Sixonine Meeting in accordance with applicable Law.
(g) The New Sixonine SV Shares shall have been approved for Listing.
(h) The Sixonine Shares shall have been de-listed from the TSX-V.
ARTICLE 9
CONDITIONS TO OBLIGATIONS OF DIONYMED
9.1 Conditions Precedent in Favour of DionyMed to Completion of the Business

Combination
The obligation of DionyMed to complete the Business Combination is subject to the

satisfaction of the following conditions on or prior to the Effective Date, each of which may
be waived by DionyMed:
(a) The representations and warranties of Sixonine and Sixonine Subco set
forth in Article 4 qualified as to materiality shall be true and correct, and the
representations and warranties not so qualified shall be true and correct in
all material respects as of the date of this Agreement and on the Effective
Date as if made on the Effective Date, except for such representations and
warranties made expressly as of a specified date which shall be true and
correct in all material respects as of such date, and DionyMed shall have
received certificates signed on behalf of Sixonine and Sixonine Subco,
respectively, by an executive officer thereof to such effect dated as of the
Effective Date.
(b) Sixonine and Sixonine Subco shall have performed and complied in all
material respects with all covenants and agreements required by this
Agreement to be performed or complied with by Sixonine and Sixonine
Subco, respectively, prior to or on the Effective Date and DionyMed shall
have received certificates signed on behalf of Sixonine and Sixonine
Subco, respectively, by an executive officer thereof to such effect dated as
of the Effective Date.
(c) There shall not have occurred any Material Adverse Change in the Sixonine
Group except for a decrease in Sixonine's working capital position
reasonably necessary to facilitate the Amalgamation and to meet its
customary obligations as a "reporting issuer”.
(d) The DionyMed Shareholders shall have approved the DionyMed

Resolutions in accordance with applicable Law.
(e) The Sixonine Shareholders shall have approved the Sixonine Resolutions
at the Sixonine Meeting in accordance with applicable Law.
(f) The New Sixonine SV Shares shall have been approved for Listing.
34
(g) The Sixonine Shares shall have been de-listed from the TSX-V.
(h) Sixonine shall have filed Articles of Amendment in accordance with the
BCBCA in respect of the Consolidation, the Name Change and the creation
of the New Sixonine SV Shares, the New Sixonine Series A Multiple Voting
Shares and the New Sixonine Series F Multiple Voting Shares upon and
subject to the terms of this Agreement and the Consolidation and the Name
Change shall be effective and the New Sixonine SV Shares, the New
Sixonine Series A Multiple Voting Shares and the New Sixonine Series F
Multiple Voting Shares shall be created and an unlimited number of each
class of New Sixonine Share shall be authorized to be issued.
(i) Dissent Rights shall not have been exercised in respect of more than 10%
of the issued and outstanding DionyMed Shares.
(j) DionyMed shall be satisfied that the exchange of New Sixonine Shares for
DionyMed Shares shall be qualified or exempt from registration or
qualification under all applicable United States federal and state securities
laws.
(k) Any convertible securities or similar instruments or agreements of

DionyMed providing for the issuance of securities of DionyMed will,
following the Business Combination, be convertible into or provide for the
issuance of securities of Sixonine in accordance with their terms or shall
have been assumed in writing by Sixonine (including by entering into
supplemental indentures) such that they will be convertible into or provide
for the issuance of securities of Sixonine following the Business
Combination.
(l) All of the current directors and officers of Sixonine and Sixonine Subco
shall have resigned without payment by or any liability to Sixonine,
DionyMed, Sixonine Subco or Amalco, and each such director and officer
shall have executed and delivered a release in favour of Sixonine, Sixonine
Subco, DionyMed and Amalco, in a form acceptable to Sixonine and
DionyMed, each acting reasonably.
(m) Prior to the payment of (i) any costs associated with the transactions
contemplated herein, which costs shall be no more than C$50,000, and (ii)
any CSE listing fees, to have a working capital position of not less than
C$80,000 and a cash position of not less than C$75,000 as of the Closing
Date, provided that if the Closing Date occurs after September 30, 2018,
such working capital and cash position amounts will decrease by
approximately C$12,000 per month.
35
ARTICLE 10
ARTICLE 11
MUTUAL CONDITIONS PRECEDENT
11.1 Mutual Conditions Precedent
The obligations of Sixonine and DionyMed to complete the Business Combination

are subject to the satisfaction of the following conditions on or prior to the Effective Date,
each of which may be waived only with the consent in writing of Sixonine and DionyMed:
(a) all consents, waivers, permits, exemptions, orders, consents and approvals
required to permit the completion of the Business Combination, the failure
of which to obtain could reasonably be expected to have a Material Adverse
Effect on DionyMed or Sixonine or materially impede the completion of the
Business Combination, shall have been obtained;
(b) no temporary restraining order, preliminary injunction, permanent injunction

or other order preventing the consummation of the Business Combination
shall have been issued by any federal, state, or provincial court (whether
domestic or foreign) having jurisdiction and remain in effect;
(c) on the Effective Date, no cease trade order or similar restraining order of
any other provincial securities administrator relating to the Sixonine Shares,
the New Sixonine Shares, the DionyMed Shares or the Amalco Shares
shall be in effect;
(d) there shall not be pending or threatened any suit, action or proceeding by
any Governmental Entity, before any court or Governmental Authority,
agency or tribunal, domestic or foreign, that has a significant likelihood of
success, seeking to restrain or prohibit the consummation of the Business
Combination or any of the other transactions contemplated by this
Agreement or seeking to obtain from Sixonine, Sixonine Subco or
DionyMed any damages that are material in relation to Sixonine, Sixonine
Subco and DionyMed and their subsidiaries taken as a whole;
(e) the distribution of Amalco Shares and the New Sixonine Shares pursuant to
the Business Combination shall be exempt from the prospectus
requirements of applicable Canadian Securities Law either by virtue of
exemptive relief from the securities regulatory authorities of each of the
provinces of Canada or by virtue of applicable exemptions under Canadian
Securities Laws and shall not be subject to resale restrictions under
applicable Canadian Securities Laws other than as applicable to control
Persons or pursuant to section 2.6 [Seasoning Period] of National
Instrument 45-102 – Resale of Securities of the Canadian Securities
Administrators; and
(f) this Agreement shall not have been terminated in accordance with its
terms.
36
ARTICLE 12
TERMINATION
12.1 Termination of this Agreement
This Agreement may be terminated at any time prior to the Effective Time, whether
before or after the DionyMed Resolutions being passed by the DionyMed Shareholders,
the Sixonine Subco Amalgamation Resolution being passed by Sixonine or the Sixonine
Resolutions being passed by the Sixonine Shareholders or any other matters presented in
connection with the Business Combination:
(a) by mutual written consent of Sixonine, Sixonine Subco and DionyMed;
(b) by a Party if a condition in its favour or a mutual condition is not satisfied by

the Termination Date (or any earlier date by which such condition is
required to be satisfied) except where such failure is the result of a breach
of this Agreement by such Party;
(c) by Sixonine or DionyMed if there has been a breach of any of the

representations, warranties, covenants and agreements on the part of the
other Party (the “Breaching Party”) set forth in this Agreement, which
breach has or is likely to result in the failure of the conditions set forth in
Section 8.1, 9.1 or 11.1, as the case may, to be satisfied and in each case
has not been cured within ten (10) Business Days following receipt by the
Breaching Party of written notice of such breach from the non-breaching
Party (the “Non-Breaching Party”);
(d) by any Party if any permanent order, decree, ruling or other action of a
court or other competent authority restraining, enjoining or otherwise
preventing the consummation of the Business Combination shall have
become final and non-appealable;
(e) by DionyMed if:
(i) the board of directors of DionyMed, or any committee thereof,

withdraws or modifies, its approval of this Agreement or its
recommendation to shareholders to vote in favour the DionyMed
Resolutions, as applicable (a “Change of Recommendation”);
(ii) the DionyMed Resolutions are not passed by the DionyMed

Shareholders; or
(iii) the Sixonine Resolutions are not passed by the Sixonine

Shareholders;
(f) by Sixonine or DionyMed if the Amalgamation is not completed by the

Termination Date provided that the Party then seeking to terminate this
Agreement is not then in default of any of its obligations hereunder; and
(g) by Sixonine or DionyMed if the other Party has breached the provisions of
Section 7.6 hereof in any material manner.
37
12.2 Survival of Representations and Warranties; Limitation
The representations and warranties set forth in herein shall expire and be
terminated on the earlier of the Effective Date or the termination of this Agreement.
ARTICLE 13
MISCELLANEOUS
13.1 Further Actions
From time to time, as and when requested by any Party, the other Parties shall
execute and deliver, and use all commercially reasonable efforts to cause to be executed
and delivered, such documents and instruments and shall take, or cause to be taken, such
further or other actions as may be reasonably requested in order to:
(a) carry out the intent and purposes of this Agreement;
(b) effect the Amalgamation (or to evidence the foregoing); and
(c) consummate and give effect to the other transactions, covenants and
agreements contemplated by this Agreement.
13.2 Expenses
Except as expressly set forth herein or in the Letter of Intent, each of the Parties
shall be responsible for its own costs and charges incurred with respect to the transactions
contemplated herein including, without limitation, all costs and charges incurred prior to
the date of the Letter of Intent and all legal and accounting fees and disbursements
relating to or otherwise relating to the transactions contemplated herein; provided,
however (and for greater clarity), DionyMed shall be responsible for paying the expenses
of preparing this Agreement, all costs and fees payable to the CSE in connection with its
review of the application for Listing (including the review of the Personal Information
Forms to be submitted by the New Sixonine Directors and New Sixonine Management)
and all listing fees to the CSE.
13.3 Entire Agreement
This Agreement, which includes the Schedules hereto and the other documents,
agreements, and instruments executed and delivered pursuant to or in connection with this
Agreement, contains the entire Agreement between the Parties with respect to matters
dealt within herein and, except as expressly provided herein, supersedes all prior
arrangements or understandings with respect thereto, including the Letter of Intent.
13.4 Descriptive Headings
The descriptive headings of this Agreement are for convenience only and shall not
control or affect the meaning or construction of any provision of this Agreement.
38
13.5 Notices
All notices or other communications which are required or permitted hereunder

shall be in writing and sufficient if delivered personally or sent by telecopier, nationally
recognized overnight courier, or registered or certified mail, postage prepaid, addressed
as follows:
(a) If to Sixonine:
Sixonine Ventures Corp.

609 Granville Street
Suite 1600
Vancouver, BC
V7Y 1C3
Attention: Scott Ackerman

Facsimile: 778-331-8505
E-mail: sackerman@emprisecapital.com
(b) If to DionyMed:
DionyMed Holdings Inc.

2100-40 King Street West
Toronto ON M5H 3C2
Attention: Peter Kampian

E-mail: pkampian@dionymed.com
with a copy (which shall not constitute notice) to:
Cassels Brock & Blackwell LLP

40 King Street West
Toronto, Ontario M5H 3C2
Attention: Greg Hogan

Fax No: 416-860-6554
E mail: ghogan@casselsbrock.com
(c) If to Sixonine Subco:
c/o Sixonine Ventures Corp.

609 Granville Street
Suite 1600
Vancouver, BC
V7Y 1C3
Attention: Scott Ackerman

Facsimile: 778-331-8505
E-mail: sackerman@emprisecapital.com
39
Any such notices or communications shall be deemed to have been received: (i) if
delivered personally or sent by telecopier (with transmission confirmed), nationally
recognized overnight courier or by e-mail, on the date of such delivery; or (ii) if sent by
registered or certified mail, on the third Business Day following the date on which such
mailing was postmarked. Any Party may by notice change the address to which notices or
other communications to it are to be delivered or mailed.
13.6 Governing Law
This Agreement shall be governed by and construed in accordance with the Laws
of the Province of Ontario and the federal laws of Canada applicable therein, but
references to such laws shall not, by conflict of laws, rules or otherwise require application
of the law of any jurisdiction other than the Province of Ontario and the Parties hereby
further irrevocably attorn to the jurisdiction of the Courts of the Province of Ontario in
respect of any matter arising hereunder or in connection with the transactions
contemplated in this Agreement.
13.7 Enurement and Assignability
This Agreement shall be binding upon and shall enure to the benefit of and be
enforceable by the Parties and their respective successors and permitted assigns,
provided that this Agreement shall not be assignable otherwise than by operation of law by
either Party without the prior written consent of the other Parties, and any purported
assignment by any Party without the prior written consent of the other Party shall be void.
13.8 Confidentiality
The Parties agree that no disclosure or announcement, public or otherwise, in

respect of the Business Combination, this Agreement or the transactions contemplated
herein shall be made by any Party or its representatives without the prior agreement of the
other Parties as to timing, content and method, hereto, provided that the obligations herein
will not prevent any Party from making, after consultation with the other Parties, such
disclosure as its counsel advises is required by applicable Law or the rules and policies of
the TSX-V or the CSE. If either Sixonine, DionyMed or Sixonine Subco is required by
applicable Law or regulatory instrument, rule or policy to make a public announcement
with respect to the Business Combination, such Party hereto will provide as much notice to
the other of them as reasonably possible, including the proposed text of the
announcement.
Except as and only to the extent required by applicable Law, the Receiving Party
will not disclose or use, and it will cause its representatives not to disclose or use, any
Confidential Information furnished by a Disclosing Party or its representatives to the
Receiving Party or its representatives at any time or in any manner, other than for the
purposes of evaluating the Business Combination.
13.9 Remedies
The Parties acknowledge that an award of money damages may be inadequate for
any breach of the obligations undertaken by the Parties and that the Parties shall be
entitled to seek equitable relief, in addition to remedies at law. In the event of any action to
enforce the provisions of this Agreement, each of the Parties waive the defense that there
40
is an adequate remedy at law. Without limiting any remedies any Party may otherwise
have, in the event any Party refuses to perform its obligations under this Agreement, the
other Party shall have, in addition to any other remedy at law or in equity, the right to
specific performance.
13.10 Waivers and Amendments
Any waiver of any term or condition of this Agreement, or any amendment or

supplementation of this Agreement, shall be effective only if in writing. A waiver of any
breach or failure to enforce any of the terms or conditions of this Agreement shall not in
any way affect, limit, or waive a Party's rights hereunder at any time to enforce strict
compliance thereafter with every term or condition of this Agreement.
13.11 Severability
If any provision contained in this Agreement shall be determined to be invalid,

illegal, or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and the remaining provisions of
this Agreement shall not, at the election of the Party for whose benefit the provision exists,
be in any way impaired.
13.12 Currency
Except as otherwise set forth herein, all references to amounts of money in this
Agreement are to Canadian Dollars.
13.13 Counterparts and Execution
This Agreement may be executed in any number of counterparts and delivered

electronically, each of which will be deemed to be an original as regards any party whose
signature appears thereon and all of which together will constitute one and the same
instrument. This Agreement will become binding when one or more counterparts hereof,
individually or taken together, bears the signatures of all the parties reflected hereon as
signatories.
[REMAINDER OF THE AGREEMENT IS INTENTIONALLY BLANK]
41
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the day and year first above written.
By: (signed) “Scott Ackerman”

Name: Scott Ackerman
Title: Director & CEO
DIONYMED HOLDINGS INC.
By: (signed) “Edward Fields”

Name: Edward Fields
Title: Chairman & CEO
1180820 B.C. LTD.
By: (signed) “Scott Ackerman”

Name: Scott Ackerman
Title: Director & President
[signature page to Business Combination Agreement]
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SCHEDULE A
DEFINITIONS
“Advisers” when used with respect to any Person, shall mean such Person's directors, officers,
employees, representatives, agents, lawyers, accountants, advisers, engineers, and
consultants.
“Affiliate” shall have the meaning ascribed to such term in National Instrument 45-106 –
Prospectus Exemptions of the Canadian Securities Administrators.
“Agreement” means this Business Combination Agreement, as it may be amended or

supplemented at any time and from time to time after the date hereof.
“Amalco” means the company resulting from Amalgamation.
“Amalco Shares” means common shares without par value and without special rights or
restrictions attached in the capital of Amalco.
“Amalgamation” means an amalgamation of Sixonine Subco and DionyMed pursuant to

Section 269 of the BCBCA, on the terms and subject to the conditions set out in this Agreement,
subject to any amendments or variations thereto made in accordance with the provisions of this
Agreement.
“Amalgamations” means, collectively, the Amalgamation and Vertical Amalgamation.
“Associate” shall have the meaning ascribed to such term in the Securities Act (British
Columbia).
“BCBCA” means the Business Corporations Act (British Columbia) as amended;
“Breaching Party” shall have the meaning ascribed to such term in Section 12.1(c).
“Business Combination” means the business combination among Sixonine, Sixonine Subco
and DionyMed pursuant to which DionyMed Shareholders will receive New Sixonine Shares on
the basis of one New Sixonine Share for each one DionyMed Share held on the basis set out in
this Agreement and Sixonine will become the parent company of Amalco.
“Business Day” means any day other than a Saturday or Sunday or other day on which
Canadian Chartered Banks located in the City of Vancouver or the City of Toronto are required
or permitted to close.
“Canadian Securities Laws” means the Securities Act (or equivalent legislation) in each of the
provinces and territories of Canada and the respective regulations under such legislation
together with applicable published rules, regulations, policy statements, national, multilateral
and local instruments and memoranda of understanding of the Canadian Securities
Administrators and the securities regulatory authorities in such provinces and territories.
“CBCA” means the Canada Business Corporations Act, as amended.
“Change of Recommendation” shall have the meaning ascribed to such term in

Section 12.1(e)(i).
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“Code” shall have the meaning ascribed to such term in the recitals of this Agreement.
“Common Share Debenture Indenture” means the debenture indenture governing the
DionyMed Common Share Convertible Debentures;
“Confidential Information” means any information concerning the Disclosing Party or its
business, properties and assets made available to the Receiving Party; provided that it does not
include information which:
(a) is generally available to or known by the public other than as a result of improper
disclosure by the Receiving Party or pursuant to a breach of Section 13.8 by the
Receiving Party;
(b) is obtained by the Receiving Party from a source other than the Disclosing Party,
provided that, to the reasonable knowledge of the Receiving Party, such source
was not bound by a duty of confidentiality to the Disclosing Party or another party
with respect to such information;
(c) is developed by the Receiving Party independently of any disclosure by the

Disclosing Party; or
(d) was in the Receiving Party’s possession prior to its disclosure by the Disclosing
Party.
“Consolidation” means the consolidation of the Sixonine Shares on the basis of one New
Sixonine Share for up to each 10 existing Sixonine Shares (the “Consolidation Ratio”) such
that the existing holders of Sixonine Shares will receive New Sixonine SV Shares in an amount
having a value of C$4,000,000, based on the DionyMed SR Offering Price.
“Consolidation Ratio” has the meaning ascribed thereto in the definition of Consolidation.
“Consolidation Resolution” means the special resolution of the Sixonine Shareholders

authorizing the Consolidation.
“Contract” means any contract, lease, agreement, instrument, license, commitment, order, or
quotation, written or oral.
“CSE” means the Canadian Securities Exchange.
“DionyMed Broker Rights” means the broker rights issued to the agent in connection with the
Financing.
“DionyMed Circular” means the management information circular of DionyMed to be provided

to the DionyMed Shareholders in respect of the DionyMed Resolutions and the other matters (if
any) to be considered at the DionyMed Meeting if the DionyMed Meeting is called by DionyMed.
“DionyMed Common Share Convertible Debentures” means the convertible debentures

convertible into DionyMed Common Shares issued under the Financing.
“DionyMed Common Shares” means the common shares in the capital of DionyMed.
“DionyMed Common Shareholders” means the holders of the issued and outstanding
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DionyMed Common Shares.
“DionyMed Convertible Debentures” mean the DionyMed Common Share Convertible

Debentures and the DionyMed Series A Convertible Debentures.
“DionyMed Disclosure Letter” means a letter dated as of the date of this Agreement and
delivered by DionyMed to Sixonine and Sixonine Subco contemporaneous with the execution of
this Agreement.
“DionyMed Dissenting Procedures” means the dissent procedures provided to DionyMed

Shareholders pursuant to the CBCA or, if DionyMed has continued into British Columbia, the
BCBCA.
“DionyMed Dissenting Shareholder” means a registered DionyMed Shareholder who dissents

in respect of the DionyMed Resolutions in strict compliance with DionyMed Dissenting
Procedures.
“DionyMed Meeting” means the special meeting of the DionyMed Shareholders to be held, if
necessary, to approve, inter alia, the Amalgamation, the Continuance, and any and all
adjournments or postponements of such meeting.
“DionyMed Options” means currently outstanding options to purchase DionyMed Shares.
“DionyMed Resolutions” has the meaning ascribed thereto in 1.2(b)(ii).
“DionyMed Series A Convertible Debentures” means the convertible debentures convertible

into DionyMed Series A Shares issued under the Financing.
“DionyMed Series A Shares” means the Series A Convertible Preferred Shares in the capital
of DionyMed.
“DionyMed Series A Shareholders” means the holders of the issued and outstanding
DionyMed Series A Shares.
“DionyMed Series F Shares” means the Series F Convertible Preferred Shares in the capital of
DionyMed.
“DionyMed Series F Shareholders” means the holders of the issued and outstanding
DionyMed Series F Shares.
“DionyMed Shareholders” means, collectively, the DionyMed Common Shareholders, the

DionyMed Series A Shareholders and the DionyMed Series F Shareholders.
“DionyMed Shares” means, collectively, the DionyMed Common Shares, the DionyMed Series
A Shares and the DionyMed Series F Shares.
“DionyMed Stock Option Plan” means the DionyMed Holdings Inc. 2018 Stock Plan effective
as of February 28, 2018.
“DionyMed SR Offering” means a private placement of DionyMed Subscription Receipts at a

price per DionyMed Subscription Receipt equal to the SR Offering Price for gross proceeds of
up to C$25 million (C$35 million if the agents’ option is fully exercised).
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“DionyMed SR Offering Price” means $4.25 per DionyMed Subscription Receipt.
“DionyMed Subscription Receipts” means the subscription receipts of DionyMed to be issued

pursuant to the SR Offering, with each DionyMed Subscription Receipt being automatically
converted into one DionyMed Common Share and one DionyMed Warrant immediately prior to
and in connection with the Amalgamation, without payment of additional consideration or further
action on the part of the holder.
“DionyMed Warrant” means a warrant to purchase a DionyMed Common Share, exercisable

for a period of 24 months following the date the escrow release conditions in respect of the
Subscription Receipts are satisfied, at a price of $6.37 per DionyMed Common Share, subject to
adjustment in certain events as set out in the warrant indenture governing the Warrants.
“Disclosing Party” means any Party or its representatives disclosing Confidential Information to
the Receiving Party.
“Dissent Rights” shall have the meaning ascribed to such term in Section 2.1.
“Effective Date” shall have the meaning ascribed to such term in Section 1.2(e).
“Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date.
“Employee Plans” means all plans, arrangements, agreements, programs, policies or practices,
whether oral or written, formal or informal, funded or unfunded, maintained for employees,
including, without limitation:
(a) any employee benefit plan or material fringe benefit plan;
(b) any retirement savings plan, pension plan or compensation plan, including,
without limitation, any defined benefit pension plan, defined contribution pension
plan, group registered retirement savings plan or supplemental pension or
retirement income plan;
(c) any bonus, profit sharing, deferred compensation, incentive compensation, stock
compensation, stock purchase, hospitalization, health, drug, dental, legal
disability, insurance (including without limitation unemployment insurance),
vacation pay, severance pay or other benefit plan, arrangement or practice with
respect to employees or former employees, individuals working on contract, or
other individuals providing services of a kind normally provided by employees;
and
(d) where applicable, all statutory plans, including, without limitation, the Canada or
Québec Pension Plans.
“Encumbrance” includes any mortgage, pledge, assignment, charge, lien, claim, security
interest, adverse interest, adverse claim, other third party interest or encumbrance of any kind,
whether contingent or absolute, and any agreement, option, right or privilege (whether by Law,
contract or otherwise) capable of becoming any of the foregoing.
“Environmental Laws” means Laws regulating or pertaining to the generation, discharge,

emission or release into the environment (including without limitation ambient air, surface water,
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groundwater or land), spill, receiving, handling, use, storage, containment, treatment,
transportation, shipment, disposition or remediation or clean-up of any Hazardous Substance,
as such Laws are amended and in effect as of the date hereof.
“Financing” means the issuance of an aggregate of 18,280 $1,000 DionyMed Convertible

Debentures completed on June 14, 2018, June 15, 2018, July 10, 2018 and August 28, 2018 for
aggregate gross proceeds of $18,280,000, a portion of which were issued to finance the
acquisition of Winberry Farms.
“Government” means:
(a) the government of Canada, or any foreign country;
(b) the government of any Province, county, municipality, city, town, or district of
Canada, or any foreign country;
(c) any ministry, agency, department, authority, commission, administration,

corporation, bank, court, magistrate, tribunal, arbitrator, instrumentality, or
political subdivision of, or within the geographical jurisdiction of, any government
described in the foregoing clauses (a) and (b); and
(d) the CSE and the TSX-V.
“Government Official” means:
(a) any official, officer, employee, or representative of, or any Person acting in an
official capacity for or on behalf of, any Governmental Authority;
(b) any salaried political party official, elected member of political office or candidate
for political office; or
(c) any company, business, enterprise or other entity owned or controlled by any
Person described in the foregoing clauses.
“Governmental” means pertaining to any Government.
“Governmental Authority” means and includes, without limitation, any Government or other
political subdivision of any Government, judicial, public or statutory instrumentality, court,
tribunal, commission, board, agency (including those pertaining to health, safety or the
environment), authority, body or entity, or other regulatory bureau, authority, body or entity
having legal jurisdiction over the activity or Person in question.
“Group Member” means and includes any Party and its other group members as the context
requires.
“Hazardous Substance” means any pollutant, contaminant, waste or chemical or any toxic,
radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance,
waste or material, including hydrogen sulphide, arsenic, cadmium, copper, lead, mercury,
petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any
other material, substance, pollutant or contaminant regulated or defined pursuant to, or that
could result in liability under, any applicable Environmental Law.
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“IFRS” means International Financial Reporting Standards.
“Income Tax” means any Tax based on or measured by income (including without limitation,
based on net income, gross income, income as specifically defined, earnings, profits or selected
items of income, earnings or profits); and any interest, Penalties and additions to tax with
respect to any such tax (or any estimate or payment thereof).
“ITA” means the Income Tax Act (Canada), as amended and all regulations thereunder.
“Law” means any of the following of, or issued by, any Government, in effect on or prior to the
date hereof, including any amendment, modification or supplementation of any of the following
from time to time subsequent to the original enactment, adoption, issuance, announcement,
promulgation or granting thereof and prior to the date hereof: any statute, law, act, ordinance,
code, rule or regulation of any writ, injunction, award, decree, judgment or order.
“Letter of Intent” means the letter of intent, dated August 23, 2018, between DionyMed and
Sixonine related to the Business Combination, as amended.
“liability” of any Person means and include:
(a) any right against such Person to payment, whether or not such right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured;
(b) any right against such Person to an equitable remedy for breach of performance
if such breach gives rise to a right to payment, whether or not such right to any
equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured,
disputed, undisputed, secured or unsecured; and
(c) any obligation of such Person for the performance of any covenant or agreement
(whether for the payment of money or otherwise).
“Listing” means the listing of the New Sixonine SV Shares on the CSE.
“Listing Statement” means the listing statement of Sixonine to be prepared in accordance with
the requirements of the CSE and filed with the CSE in connection with the Business
Combination and the application for Listing.
“Material Adverse Change” or “Material Adverse Effect” means, with respect to either Party
any change, event, effect, occurrence or state of facts that has, or could reasonably be
expected to constitute a material adverse change in respect of or to have a material adverse
effect on, the business, properties, assets, liabilities (including contingent liabilities), results of
operations or financial condition of the Party and its subsidiaries, as applicable, taken as a
whole. The foregoing shall not include any change or effects attributable to:
(a) any matter that has been disclosed in writing to the other Party or any of its
Advisers by a Party or any of its Advisers in connection with this Agreement;
(b) changes relating to general economic, political or financial conditions;
(c) the state of securities markets in general;
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(d) the Financing; or
(e) the announcement of the Amalgamation.
“Name Change” means the change of Sixonine’s name to “DionyMed Brands Inc.” or such
other name as is acceptable to the applicable Governmental Authorities.
“New Incentive Plan” means the new stock plan of Sixonine following the Business
Combination to be approved by the Sixonine Shareholders at the Sixonine Meeting.
“New Sixonine Broker Warrants” means the broker warrants to be issued to the holders of
DionyMed Broker Rights at the Effective Time as part of the Business Combination.
“New Sixonine Directors” shall have the meaning ascribed to such term in Section 1.4.
“New Sixonine Management” shall have the meaning ascribed to such term in Section 1.4.
“New Sixonine Options” means options to purchase New Sixonine Shares.
“New Sixonine Shares” means, collectively, the shares of Sixonine in the following classes (i)
the subordinate voting shares (the “New Sixonine SV Shares”); (ii) the new class of
compressed shares of Sixonine (the “New Sixonine Series A Multiple Voting Shares”), if
determined to be necessary by DionyMed upon receipt of final tax, corporate and securities law
advice, which New Sixonine Series A Multiple Voting Shares shall have economic and voting
rights equivalent to one hundred (100) times the New Sixonine SV Shares and shall be
convertible into or exchangeable or redeemable for New Sixonine SV Shares, in each case with
such terms and conditions as proposed by DionyMed; and (iii) the new class of compressed
shares of Sixonine (the “New Sixonine Series F Multiple Voting Shares”), if determined to be
necessary by DionyMed upon receipt of final tax, corporate and securities law advice, which
New Sixonine Series F Multiple Voting Shares shall have economic and voting rights equivalent
to five thousand (5,000) times the New Sixonine SV Shares.
“New Sixonine Series A Convertible Debentures” means the convertible debentures to

purchase New Sixonine Series A Multiple Voting Shares issued to holders of DionyMed Series
A Convertible Debentures at the Effective Time as part of the Business Combination.
“New Sixonine Series A Multiple Voting Shares” has the meaning set out in the definition of
New Sixonine Shares.
“New Sixonine Series F Multiple Voting Shares” has the meaning set out in the definition of
New Sixonine Shares.
“New Sixonine SV Convertible Debentures” means the convertible debentures to purchase

New Sixonine SV Shares issued to holders of DionyMed Common Share Convertible
Debentures at the Effective Time as part of the Business Combination.
“New Sixonine SV Shares” has the meaning set out in the definition of New Sixonine Shares;
“New Sixonine Warrants” means share purchase warrants to purchase New Sixonine Shares.
“Non-Breaching Party” shall have the meaning ascribed to such term in Section 12.1(c).
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“Non-Offending Persons” shall have the meaning ascribed to such term in Section 7.8.
“Parties” and “Party” means the parties to this Agreement.
“Penalty” means any civil or criminal penalty (including any interest thereon), fine, levy, lien,
assessment, charge, monetary sanction or payment, or any payment in the nature thereof, of
any kind, required to be made to any Government under any Law.
“Person” means any corporation, partnership, limited liability company or partnership, joint
venture, trust, unincorporated association or organization, business, enterprise or other entity;
any individual; and any Government.
“Receiving Party” means any Party or its representatives receiving Confidential Information
from a Disclosing Party.
“Series A Debenture Indenture” means the debenture indenture governing the DionyMed
Series A Convertible Debentures;
“Sixonine” means Sixonine Ventures Corp., a corporation existing under the BCBCA.
“Sixonine Circular” means the management proxy circular of Sixonine to be provided to the
Sixonine Shareholders in respect of the Sixonine Resolutions, and the other matters (if any) to
be considered at the Sixonine Meeting, if the Sixonine Meeting is called by Sixonine.
“Sixonine Disclosure Letter” means the letter dated as of the date of this Agreement and
delivered by Sixonine and Sixonine Subco to DionyMed contemporaneously with the execution
of this Agreement.
“Sixonine Group” means and includes Sixonine, Sixonine Subco and the other Sixonine Group
Members.
“Sixonine Group Member” means and includes Sixonine and any corporation, partnership or
company in which Sixonine beneficially owns or controls, directly or indirectly, more than 50% of
the equity, voting rights, profit interest, capital or other similar interest thereof or any joint
venture in which Sixonine has a direct or indirect interest.
“Sixonine Meeting” means the special meeting of the Sixonine Shareholders which may be
held to pass the Sixonine Resolutions and any and all adjournments or postponements of such
meeting.
“Sixonine Resolutions” has the meaning ascribed thereto in 1.2(b)(i).
“Sixonine Securities Documents” shall have the meaning ascribed to such term in Section
4.4(a).
“Sixonine Shareholders” means the holders of Sixonine Shares.
“Sixonine Shares” means the common shares in the capital of Sixonine prior to giving effect to
the Consolidation.
“Sixonine Stock Option Plan” means the stock option plan of Sixonine.
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“Sixonine Subco” means 1180820 B.C. Ltd., a wholly-owned subsidiary of Sixonine,
incorporated under the BCBCA for the purpose of effecting the Business Combination.
“Sixonine Subco Amalgamation Resolution” means the resolution of Sixonine, as sole

shareholder of Sixonine Subco, authorizing the Amalgamation and adopting this Agreement.
“Sixonine Subco Shares” means the common shares in the capital of Sixonine Subco.
“Sixonine Warrants” means the 1,700,000 warrants issued in connection with the private
placement that closed on July 11, 2018 with an exercise price of $0.20 and expiry date of July
11, 2019.
“subsidiary” means, with respect to a specified corporation, any corporation of which more than
50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors
thereof (whether or not shares of any other class or classes shall or might be entitled to vote
upon the happening of any event or contingency) are at the time owned directly or indirectly by
such specified corporation, and shall include any corporation in like relation to a subsidiary.
“Tax” means any tax, levy, charge or assessment imposed by or due any Government, together
with any interest, Penalties, and additions to tax relating thereto, including without limitation, any
of the following:
(a) any Income Tax;
(b) any franchise, sales, use and value added tax or any license or withholding tax;
any payroll, employment, excise, severance, stamp, occupation, premium,
windfall profits, alternative or add-on minimum tax; and any customs duties or
other taxes;
(c) any tax on property (real or Personal, tangible or intangible, based on transfer or
gains);
(d) any estimate or payment of any of tax described in the foregoing clauses (a)
through (c); and
(e) any interest, Penalties and additions to tax with respect to any tax (or any
estimate or payment thereof) described in the foregoing clauses (a) through (d).
“Tax Return” means all returns, amended returns and reports (including elections, declarations,
disclosures, schedules, estimates and information returns) required to be supplied to a Tax
authority in Canada.
“Termination Date” means December 31, 2018.
“TSX-V” means the TSX Venture Exchange.
“U.S. Person” has the meaning set forth in Rule 902(k) of Regulation S under the U.S.
Securities Act.
“U.S. Purchaser” has the meaning set forth in Section 7.9.
“U.S. Securities Act” means the United States Securities Act of 1933, as amended.
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“Vertical Amalgamation” means the vertical short form amalgamation of Amalco and Sixonine
under section 273 of the BCBCA following the Effective Date.
“Vertical Amalgamation Resolution” means the resolution of the directors of Sixonine

following the Effective Time approving the vertical short form amalgamation of Sixonine and
Amalco pursuant to section 273 of the BCBCA and requiring that: (i) the Amalco Shares be
cancelled on the amalgamation without any repayment of capital in respect of the Amalco
Shares; (ii) the amalgamated company have, as its notice of articles and articles, the notice of
articles and articles of Sixonine; and (iii) the amalgamated company refrain from issuing any
securities in connection with the amalgamation.
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SCHEDULE B
AMALGAMATION APPLICATION
See Attached.
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SCHEDULE C
ARTICLES OF AMALCO
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SCHEDULE D
CERTIFICATE OF U.S. DIONYMED SHAREHOLDER
TO: Sixonine Ventures Corp.
AND TO: DionyMed Holdings Inc.
Pursuant to a Business Combination Agreement (the “Agreement”) among Sixonine Ventures

Corp. (“Sixonine”), 1180820 B.C. LTD, a British Columbia and a wholly-owned subsidiary of
Sixonine (“Sixonine Subco”), and DionyMed Holdings Inc. (“DionyMed”) the of DionyMed (the
“DionyMed Shareholders”) will exchange: (i) their outstanding common shares of DionyMed
(“DionyMed Common Shares”) for common shares of Sixonine (the “New Sixonine SV
Shares”); (ii) their outstanding Series A Preferred Convertible Shares of DionyMed (“DionyMed
Series A Shares”) for Series A Compressed Shares of Sixonine (the “New Sixonine Series A
Multiple Voting Shares”); (iii) their outstanding Series F Preferred Convertible Shares of
DionyMed (“DionyMed Series F Shares”, together with the DionyMed Common Shares and the
DionyMed Series A Shares, the “DionyMed Shares”) for Series F Compressed Shares of
Sixonine (the “New Sixonine Series F Multiple Voting Shares”, together with the New
Sixonine SV Shares and the New Sixonine Series A Multiple Voting Shares, the “New Sixonine
Shares”).
DionyMed Shareholders and holders of DionyMed Warrants, DionyMed Options, DionyMed

Common Share Convertible Debentures, DionyMed Series A Convertible Debentures and
DionyMed Broker Rights are collectively referred to herein as “DionyMed Securityholders” and
individually as a “DionyMed Securityholder”. The New Sixonine Shares, New Sixonine SV
Convertible Debentures, New Sixonine Series A Convertible Debentures, New Sixonine
Warrants, New Sixonine Options, New Sixonine Broker Warrants and other securities of
Sixonine are collectively referred to herein as the “New Sixonine Securities”.
New Sixonine Subco will amalgamate with DionyMed (the “Amalgamation”). Immediately
following the closing of the Amalgamation the name of Sixonine will be changed to “DionyMed
Holdings Inc.” or another name acceptable to the parties.
The representations, warranties and covenants in this Certificate will form the basis for the
exemptions from the registration requirements of the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”), and applicable state securities laws, for the issuance of
the New Sixonine Securities to DionyMed Shareholders and securityholders in exchange for
their DionyMed Shares and other securities upon completion of the Amalgamation (the
“Exchange”).
In connection with the Amalgamation and the Exchange, the undersigned DionyMed
Securityholder, on its own behalf and on behalf of any beneficial holder for whom it is acting,
represents and warrants to, and covenants with, Sixonine and DionyMed that:
1. It either alone or with his purchaser representative(s) has such knowledge and
experience in financial and business matters that he is capable of evaluating the merits
and risks of this prospective investment.
2. It is able to bear the economic risk of loss of its entire investment.
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3. Sixonine has provided to it the opportunity to ask questions and receive answers
concerning the terms and conditions of the Exchange, and it has had access to such
information concerning Sixonine as it has considered necessary or appropriate in
connection with its investment decision to acquire the New Sixonine Securities.
4. It understands that none of the New Sixonine Securities have been or will be registered
under the U.S. Securities Act, or the securities laws of any state of the United States,
and that the issuance of the New Sixonine Securities in exchange for the DionyMed
Securities is being made only to “accredited investors”, as defined in Rule 501(a) of
Regulation D under the U.S. Securities Act (“Accredited Investors”), and up to 35 non-
Accredited Investors, in reliance on the exemption from such registration requirements
provided by Rule 506(b) of Regulation D under the U.S. Securities Act.
5. It satisfies one of the following criteria (YOU MUST CHECK ONE):
______ It is not an Accredited Investor. It is acquiring the New Sixonine

Securities for its own account and not with a view to any resale,
distribution or other disposition of the Common Shares in violation of
United States federal or state securities laws.
______ it is an Accredited Investor acquiring the New Sixonine Securities for its
own account or for the account of one or more Accredited Investors with
respect to which it is acting as fiduciary or agent and each such investor
account is an Accredited Investor, for investment purposes, and not with
a view to any resale, distribution or other disposition of the New Sixonine
Securities in violation of United States federal or state securities laws,
and it has initialled next to each of the following categories of Accredited
Investor applicable to it and has inserted “BP” next to each such category
applicable to each person for whom we are acting:
____ a bank as defined in section 3(a)(2) of the U.S. Securities

Act, or a savings and loan association or other institution
as defined in section 3(a)(5)(A) of the U.S. Securities Act
whether acting in its individual or fiduciary capacity; a
broker or dealer registered pursuant to section 15 of the
United States Securities Exchange Act of 1934, as
amended; an insurance company as defined in section
2(a)(13) of the U.S. Securities Act; an investment company
registered under the United States Investment Company
Act of 1940, as amended, or a business development
company as defined in section 2(a)(48) of that Act; a Small
Business Investment Company licensed by the U.S. Small
Business Administration under section 301(c) or (d) of the
United States Small Business Investment Act of 1958, as
amended; a plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of a
state or its political subdivisions, for the benefit of its
employees, with total assets in excess of U.S.$5,000,000;
an employee benefit plan within the meaning of the United
States Employee Retirement Income Security Act of 1974,
as amended, where the investment decision is made by a
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plan fiduciary, as defined in section 3(21) of such Act,

which is either a bank, savings and loan association,
insurance company, or registered investment adviser, or
an employee benefit plan with total assets in excess of
U.S.$5,000,000 or, if a self-directed plan, with investment
decisions made solely by persons that are accredited
investors;
____ a private business development company as defined in

section 202(a)(22) of the United States Investment
Advisers Act of 1940, as amended;
____ an organization described in section 501(c)(3) of the

United States Internal Revenue Code of 1986, as
amended, a corporation, a Massachusetts or similar
business trust, or a partnership, not formed for the specific
purpose of acquiring the securities offered, with total
assets in excess of U.S.$5,000,000;
____ any director, executive officer, or general partner of the

issuer of the securities being offered or sold, or any
director, executive officer, or general partner of a general
partner of that issuer;
____ A natural person whose individual net worth, or joint net

worth with that person's spouse, at the time of this
purchase exceeds US$1,000,000; provided, however, that
(i) person’s primary residence shall not be included as an
asset; (ii) indebtedness that is secured by the person’s
primary residence, up to the estimated fair market value of
the primary residence at the time of the sale of securities,
shall not be included as a liability (except that if the amount
of such indebtedness outstanding at the time of the sale of
securities exceeds the amount outstanding 60 days before
such time, other than as a result of the acquisition of the
primary residence, the amount of such excess shall be
included as a liability); and (iii) indebtedness that is
secured by the person’s primary residence in excess of the
estimated fair market value of the primary residence at the
time of the sale of securities shall be included as a liability;
____ any natural person who had an individual income in excess

of U.S.$200,000 in each of the two most recent years or
joint income with that person’s spouse in excess of
U.S.$300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the
current year;
____ a trust, with total assets in excess of U.S.$5,000,000, not

formed for the specific purpose of acquiring the securities
offered, whose purchase is directed by a sophisticated
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person as described in Rule 506(b)(2)(ii) under the U.S.

Securities Act; or
____ any entity in which all of the equity owners meet the
requirements of at least one of the above categories.
6. It is not acquiring the New Sixonine Securities as a result of any form of “general
solicitation or general advertising” (as such terms are used in Regulation D under the
U.S. Securities Act), including, without limitation, advertisements, articles, notices or
other communications published in any newspaper, magazine or similar media or on the
Internet, or broadcast over radio, television or the Internet, or any seminar or meeting
whose attendees have been invited by general solicitation or general advertising.
7. It agrees that if it decides to offer, sell, pledge or otherwise transfer any of the New
Sixonine Securities, it will not offer, sell, pledge or otherwise transfer any of such New
Sixonine Securities, directly or indirectly, unless the transfer is made:
(a) to Sixonine;
(b) outside the United States in a transaction meeting the requirements of Rules 903
or 904 of Regulation S under the U.S. Securities Act and in compliance with
applicable local laws and regulations;
(c) pursuant to the exemption from the registration requirements of the U.S.
Securities Act provided by Rule 144 thereunder, if available, and in accordance
with any applicable state securities laws; or
(d) in a transaction that does not require registration under the U.S. Securities Act or
any applicable state securities laws; and
it has prior to such transfer pursuant to subsection (c) or (d) furnished to Sixonine an
opinion of counsel of recognized standing in form and substance reasonably satisfactory
to Sixonine to such effect.
8. The certificates representing the New Sixonine Securities, and any certificates issued in
exchange or substitution for such securities, will bear a legend in substantially the
following form:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED

UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS
AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE
144 UNDER THE U.S. SECURITIES ACT. THE HOLDER HEREOF, BY
ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE
ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE
UNITED STATES IN COMPLIANCE WITH RULES 903 or 904 OF
REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE
WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN COMPLIANCE
WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE,
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AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS;

(D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER
THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE U.S. SECURITIES ACT AND, IN THE CASE OF PARAGRAPH (C)
OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF
COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT.
DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD
DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES
IN CANADA.”
If the New Sixonine Shares are being sold by a non-affiliate in compliance with the
requirements of Rule 904 of Regulation S under the U.S. Securities Act and in
compliance with Canadian local laws and regulations, the legend may be removed by
providing a declaration to Sixonine and its transfer agent substantially in the form set
forth in Exhibit I hereto (or as Sixonine may prescribe from time to time), and, if
requested by Sixonine’s transfer agent, an opinion of counsel of recognized standing, in
form and substance reasonably satisfactory to Sixonine, to the effect that the transfer is
being made in compliance with Rule 904 of Regulation S under the U.S. Securities Act.
If any of the New Sixonine Securities are being sold pursuant to Rule 144 under the U.S.
Securities Act, if available, the legend may be removed by delivery to Sixonine and its
transfer agent of an opinion of counsel of recognized standing, in form and substance
reasonably satisfactory to Sixonine, to the effect that the legend is no longer required
under applicable requirements of the U.S. Securities Act or state securities laws.
9. It consents to Sixonine making a notation on its records or giving instructions to its

transfer agent in order to implement the restrictions on transfer set forth and described in
this Certificate.
10. It understands and agrees that there may be material tax consequences to the
DionyMed Securityholder of the acquisition, holding, exercise or disposition of the New
Sixonine Securities, and that it is the sole responsibility of the DionyMed Securityholder
to determine and assess such tax consequences as may apply to its particular
circumstances. Sixonine does not give any opinion or make any representation with
respect to the tax consequences to the DionyMed Securityholder under United States,
state, local or foreign tax law of the undersigned’s acquisition, holding, exercise or
disposition of such New Sixonine Securities; in particular, no determination has been
made whether Sixonine will be a “passive foreign investment company” (“PFIC”) within
the meaning of Section 1297 of the Code.
11. It understands and acknowledges that: (i) if Sixonine were to be classified as a PFIC for
a tax year in which the DionyMed Securityholder owns New Sixonine Securities, the
DionyMed Securityholder would be subject to adverse United States federal income tax
consequences that might be mitigated if it were to make a timely “qualified electing fund”
(“QEF”) election (as such term is defined in the Code); (ii) the DionyMed Securityholder’s
ability to make a QEF election will depend in part upon Sixonine complying with certain
record keeping and information delivery requirements; and (iii) there is no assurance that
Sixonine will satisfy the record keeping requirements that apply to a PFIC, or that
Sixonine will supply the DionyMed Securityholder with the information that the DionyMed
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Securityholder is required to report under QEF rules if Sixonine is a PFIC and the
DionyMed Securityholder wishes to make a QEF election. Therefore, the DionyMed
Securityholder understands and acknowledges that it may not be able to make a QEF
election with respect to the New Sixonine Securities.
12. It understands that the financial statements of Sixonine have been prepared in
accordance with International Financial Reporting Standards, which differ in some
respects from United States generally accepted accounting principles, and thus may not
be comparable to financial statements of United States companies.
13. The DionyMed Securityholder is in the United States. The address at which the
DionyMed Securityholder received and accepted the offer to acquire the New Sixonine
Securities is the address listed on the execution page of this Certificate.
14. It understands that the New Sixonine Securities are “restricted securities”, as defined in
Rule 144(a)(3) under the U.S. Securities Act, and that the DionyMed Securityholder may
dispose of the New Sixonine Securities only pursuant to an effective registration
statement under the U.S. Securities Act or an exemption from the registration
requirements of the U.S. Securities Act. The DionyMed Securityholder understands and
acknowledges that Sixonine is not obligated to file and has no present intention of filing
with the United States Securities and Exchange Commission or with any state securities
administrator any registration statement in respect of resales of the New Sixonine
Securities in the United States. Accordingly, the DionyMed Securityholder understands
that absent registration under the U.S. Securities Act or an exemption therefrom, the
DionyMed Securityholder may be required to hold the New Sixonine Securities
indefinitely.
15. It understands that (i) Sixonine is deemed to be an issuer that is, or that has been at any
time previously, an issuer with no or nominal operations and no or nominal assets other
than cash and cash equivalents (a “Shell Company”), and that Rule 144 under the U.S.
Securities Act is not available for resales of the New Sixonine Securities, and (ii)
Sixonine is not obligated to make Rule 144 under the U.S. Securities Act available for
resales of the New Sixonine Securities. Since Sixonine would be considered to have
been a Shell Company, consequently, Rule 144 under the U.S. Securities Act is not
available for resales of the New Sixonine Securities unless and until Sixonine has
satisfied the applicable conditions set forth in Rule 144 under the U.S. Securities Act or
in other guidance issued by the United States Securities and Exchange Commission. In
general terms, the satisfaction of such conditions would require Sixonine to have been a
registrant under the United States Securities Exchange Act of 1934, as amended, for at
least 12 months, to be in compliance with its reporting obligations thereunder, and to
have filed certain information with the United States Securities and Exchange
Commission at least 12 months prior to the intended resale (or to have satisfied similar
requirements under applicable Canadian Securities Laws). As a result, Rule 144 under
the U.S. Securities Act may never be available for resales of the New Sixonine
Securities.
16. It understands that Sixonine is incorporated under the laws of British Columbia, that
substantially all of Sixonine’s assets are located outside the United States and that most
or all of its directors and officers are residents of countries other than the United States,
and, as a result, it may be difficult for the DionyMed Securityholder to effect service of
process within the United States upon Sixonine or its directors or officers, or to realize in
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the United States upon judgments of courts of the United States predicated upon civil
liability of Sixonine and its directors and officers under the U.S. federal securities laws.
17. It understands that no agency, governmental authority, regulatory body, stock exchange
or other entity (including, without limitation, the United States Securities and Exchange
Commission or any state securities commission) has made any finding or determination
as to the merit of investment in, nor have any such agencies or governmental authorities
made any recommendation or endorsement with respect, to the New Sixonine
Securities.
18. If required by applicable securities legislation, regulatory policy or order or by any

securities commission, stock exchange or other regulatory authority, it will execute,
deliver and file and otherwise assist Sixonine in filing reports, questionnaires,
undertakings and other documents with respect to the issue of the New Sixonine
Securities.
19. It understands and acknowledges that it is making the representations and warranties
and agreements contained herein with the intent that they may be relied upon by
Sixonine and DionyMed in determining its eligibility to acquire the New Sixonine
Securities in exchange for the DionyMed Shares upon completion of the Amalgamation
and will form the basis of the exemption from the registration requirements of the U.S.
Securities Act and applicable state securities laws for the issuance of the New Sixonine
Securities in exchange for the DionyMed Shares following completion of the
Amalgamation.
“United States” means the United States of America, its territories and possessions, any State
of the United States and the District of Columbia.
The statements made in this Certificate are true and accurate to the best of my / our information
and belief and I / we will promptly notify Sixonine and DionyMed of any changes in any
representation, warranty, agreement or other information relating to the undersigned set forth
herein which takes place prior to the acquisition of the New Sixonine Securities.
In order to receive their New Sixonine Securities, each DionyMed Securityholder that is in the
United States must complete and sign this Certificate.
Capitalized terms used in this Schedule D and not defined herein have the meaning ascribed
thereto in the Agreement to which this Schedule is annexed.
(SIGNATURE PAGE FOLLOWS)
D-7
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ONLY U.S. DIONYMED SECURITYHOLDERS NEED COMPLETE AND SIGN
Dated ______________________________, 20__
X
Signature of individual (if DionyMed Securityholder is an
individual
X
Authorized signatory (if DionyMed Securityholder is not an
individual)
Name of DionyMed Securityholder (please print)
Name of authorized signatory (please print)
Official capacity of authorized signatory (please print)
Address of DionyMed Securityholder
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EXHIBIT I
TO SCHEDULE D
DECLARATION FOR REMOVAL OF LEGEND
TO: ___________, as registrar and transfer agent for the common shares of the Sixonine
Ventures Corp.
AND TO: Sixonine Ventures Corp./DionyMed Brands Inc. (the “Issuer”)
The undersigned (A) acknowledges that the sale of the common shares of Sixonine represented
by certificate number _____________, to which this declaration relates, is being made in
reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”), and (B) certifies that (1) the undersigned is not an
“affiliate” (as that term is defined in Rule 405 under the U.S. Securities Act) of Sixonine; (2) the
offer of such securities was not made to a person in the United States and either (a) at the time
the buy order was originated, the buyer was outside the United States, or the seller and any
person acting on its behalf reasonably believed that the buyer was outside the United States, or
(b) the transaction was executed on or through the facilities of the Canadian Securities
Exchange, the Toronto Stock Exchange, the TSX Venture Exchange, or another designated
offshore securities market (as such term is defined in Regulation S under the U.S. Securities
Act) and neither the seller nor any person acting on its behalf knows that the transaction has
been prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the
seller nor any person acting on their behalf has engaged or will engage in any directed selling
efforts in the United States in connection with the offer and sale of such securities; (4) the sale
is bona fide and not for the purpose of “washing off’ the resale restrictions imposed because the
securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U. S.
Securities Act); (5) the seller does not intend to replace such securities with fungible
unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of
transactions, which, although in technical compliance with Regulation S under the U.S.
Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S.
Securities Act. Terms used herein have the meanings given to them by Regulation S under the
U.S. Securities Act.
X
Signature of individual (if DionyMed Securityholder is an
individual
X
Authorized signatory (if DionyMed Securityholder is not an
individual)
Name of DionyMed Securityholder (please print)
Name of authorized signatory (please print)
Official capacity of authorized signatory (please print)
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Affirmation by Seller’s Broker-Dealer

Required for sales pursuant to Section (B)(2)(b) above)
We have read the foregoing representations of our customer, ___________ (the “Seller”) dated
__________________, with regard to the sale, for such Seller’s account, of the common shares
of the Issuer represented by certificate number ____________ described therein (the
“Securities”). We have executed or will execute sales of the Securities pursuant to Rule 904 of
Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities
Act”), on behalf of the Seller. In that connection, we hereby represent to you as follows:
(1) no offer to sell Securities was or will be made to a person in the United States;
(2) the sale of the Securities was or will be executed in, on or through the facilities of the
Canadian Securities Exchange, the Toronto Stock Exchange, the TSX Venture Exchange or
another designated offshore securities market (as defined in Rule 902(b) of Regulation S under
the U.S. Securities Act), and, to the best of our knowledge, the sale was not or will not be pre-
arranged with a buyer in the United States;
(3) no “directed selling efforts” were or will be made in the United States by the
undersigned, any affiliate of the undersigned, or any person acting on behalf of the undersigned;
and
(4) we have done and will do no more than execute the order or orders to sell the Securities
as agent for the Seller and will receive no more than the usual and customary broker’s
commission that would be received by a person executing such transaction as agent.
For purposes of these representations:
“affiliate” means a person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the undersigned;
“directed selling efforts” means any activity undertaken for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in the United States for
the Securities (including, but not be limited to, the solicitation of offers to purchase the Securities
from persons in the United States); and
“United States” means the United States of America, its territories or possessions, any State of
the United States, and the District of Columbia.
Legal counsel to Sixonine shall be entitled to rely upon the representations, warranties and
covenants contained herein to the same extent as if this affirmation had been addressed to
them.
Name of Firm
Name of Firm
By: Authorized Officer
Dated: __________________, 20___.
D-10
APPENDIX B
SIXONINE FINANCIAL STATEMENTS AS AT AND FOR THE SIX MONTHS ENDED JUNE
30, 2018 AND 2017
[See attached.]
B-1
(formerly Homeland Energy Group Ltd.)
Condensed Interim Financial Statements

(Unaudited – Prepared by Management)
(Expressed in Canadian Dollars)
As at and for the six months ended June 30, 2018 and 2017
(the “Company” or “Sixonine”)
CONDENSED INTERIM FINANCIAL STATEMENTS

As at and for the six months ended June 30, 2018
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
Management of Sixonine Ventures Corp. is responsible for the preparation of the accompanying
unaudited condensed interim financial statements. The unaudited condensed interim financial
statements have been prepared using accounting policies in compliance with International Financial
Reporting Standards for the preparation of condensed interim financial statements and are in accordance
with IAS 34 – Interim Financial Reporting.
The Company’s auditor has not performed a review of these condensed interim financial statements in
accordance with the standards established by the Canadian Institute of Chartered Accountants for a
review of interim financial statements by an entity’s auditor.
SIXONINE VENTURES CORP. (formerly Homeland Energy Group Ltd.)
Condensed Interim Statements of Financial Position
(Expressed in Canadian dollars)
As at
June 30, December 31,

2018 2017
Assets
Current Assets
Cash $ 9,505 $ 54,593
Receivables 17,483 13,970
Total Assets $ 26,988 $ 68,563
Liabilities and Shareholders’ Equity (Deficiency)

Current Liabilities
Accounts payable and accrued liabilities $ 88,568 $ 71,040
Shareholders’ Deficiency
Share capital (Note 6) 95,877,266 95,877,266
Share-based payment reserve 7,907,529 7,907,529
Deficit (103,846,375) (103,787,272)
(61,580) (2,477)
Total Liabilities and Shareholders’ Deficiency $ 26,988 $ 68,563
Nature and continuance of operations (Note 1)
Approved on Behalf of the Board on August 22, 2018:
“Brent Ackerman” “Doug McFaul”

Brent Ackerman – Director Doug McFaul – Director
The accompanying notes are an integral part of these condensed interim financial statements
3
Condensed Interim Statements of Loss and Comprehensive Loss
For the three months ended For the six months ended
June 30, June 30,
2018 2017 2018 2017
Expenses
Foreign exchange loss $ - $ 233 $ - $ 16
General and administrative 78 7,031 546 12,247
Management fees (Note 5) 24,000 24,000 48,000 48,000
Professional fees 4,250 27,912 8,500 27,912
Rent expense 6,000 6,000 12,000 12,000
Transfer agent and filing fees 6,483 5,459 9,966 19,043
Loss from Operations (40,811) (70,635) (79,012) (119,218)
Other items
Write-off provision and payable - (1,179) 19,909 45,713
- (1,179) 19,909 45,713
Net (loss)/income and

comprehensive (loss)/income for
the period $ (40,811) $ (71,814) $ (59,103) $ (73,505)
Weighted average number of shares

outstanding - basic and diluted
(Note 6b) 5,211,532 6,519,434 5,211,532 6,407,745
Basic and diluted loss per share $ (0.01) $ (0.01) $ (0.01) $ (0.01)
4
Condensed Interim Statements of Changes in Shareholders’ Equity (Deficiency)
Number of
Share-Based Total Shareholders'
Common Shares Share Capital Deficit
Payment Reserve Equity (Deficiency)
(Note 6(b))
Balance, December 31, 2016 3,148,021 $ 95,478,046 $ 7,907,529 $ (103,571,735) $ (186,160)

Loss for the period - - - (73,505) (73,505)
Returned to treasury (933) (700) - - (700)
Shares issued 120,000 49,920 - - 49,920
Balance, June 30, 2017 3,267,088 $ 95,527,266 $ 7,907,529 $ (103,645,240) $ (210,445)

Loss for the period - - - (59,103) (59,103)
Balance, June 30, 2018 5,211,532 $ 95,877,266 $ 7,907,529 $ (103,846,375) $ (61,580)
5
Condensed Interim Statements of Cash Flows
For the six months ended

June 30,
2018 2017
Cash (used in) / provided by:
Operating Activities:
Loss and comprehensive loss for the period $ (59,103) $ (73,505)
Item not affecting cash:
Interest accrued - 3,352
Changes in non-cash working capital items:
Receivables (3,513) (5,102)
Accounts payables and accrued liabilities 17,528 (41,950)
(45,088) (117,205)
Proceeds from credit facility - 80,000
Loan payable - 51,150
- 131,150
Investing Activities
Return to treasury - (700)
- (700)
Change in cash for the period (45,088) 13,245
Cash, beginning of the period 54,593 1,112
Cash, end of the period $ 9,505 $ 14,357
Supplemental cash flow information:

Interest paid $ - $ -
Income taxes $ - $ -
6
Notes to the Condensed Interim Financial Statements
1. NATURE AND CONTINUANCE OF OPERATIONS
Sixonine Ventures Corp. (formerly Homeland Energy Group Ltd.) (“Sixonine” or the “Company”) is a
public company and its common shares are listed for trading on the TSX Venture Exchange under the
symbol SNX.H. The Company was originally incorporated under the Canada Business Corporations
Act on October 12, 2006, and on March 22, 2017 was continued into British Columbia under the British
Columbia Business Corporations Act, and changed its name from Homeland Energy Group Ltd. to
Sixonine Ventures Corp.
The Company’s head office is located at 1600 – 609 Granville Street, Vancouver, BC V7Y 1C3 and its
registered and records office is located at 2200 – 885 West Georgia Street, Vancouver, BC V6C 3E8.
The Company has no sources of revenue and its primary operation is the identification, and evaluation
of a new business opportunity for the purpose of acquisition or participation. The Company currently
has insufficient liquidity to meet its operational requirements for the next fiscal year, and its
continued operations are dependent upon its ability to identify, evaluate and successfully negotiate
an agreement to acquire an interest in a sustainable/viable business operation. Any acquisition
proposed by the Company may be subject to shareholder and regulatory approval. There is no
assurance that the Company will identify a business or asset that warrants acquisition or participation,
and/or will be able to obtain the financing necessary to support a new business acquisition. These
uncertainties may cast significant doubt on the Company’s ability to continue as a going concern.
The Company is currently focused on seeking new business opportunities to either acquire or within
which to participate.
These financial statements have been prepared in accordance with International Financial Reporting
Statements (“IFRS”) with the assumption that the Company will be able to realize its assets and
discharge its liabilities in the normal course of business rather than through a process of forced
liquidation. These financial statements do not reflect any adjustments, which could be material, to
the carrying values of assets and liabilities, which may be required should the Company be unable to
continue as a going concern.
7
2. BASIS OF PRESENTATION
The condensed interim financial statements of the Company have been prepared in accordance with
IFRS as issued by the International Accounting Standard Board (“IASB”) and in accordance with
International Accounting Standard (“IAS”) 34, Interim Financial Reporting. The condensed interim
financial statements do not include all the information required for the full annual financial
statements and should be read in conjunction with the most recent audited December 31, 2017
annual financial statements of the Company which are available on www.sedar.com.
The financial statements of the Company are presented in Canadian dollars, which is the functional
currency of the Company. The Company’s financial statements were authorized for issue by the Board
of Directors on August 22, 2018.
3. SIGNIFICANT ACCOUNTING POLICIES
These condensed interim financial statements of the Company have been prepared on the historical
cost basis, except for financial instruments classified as financial instruments at fair value through
profit and loss, which are stated at their fair value. In addition, the financial statements have been
prepared using the accrual basis of accounting, except for the statements of cash flows.
The accounting policies applied in these condensed interim financial statements are the same as those
applied in the Company’s most recent audited annual December 31, 2017 financial statements of the
Company which are available on www.sedar.com and reflect all the adjustments necessary for fair
presentation in accordance with IAS 34. There has been no material impact on these financial
statements from changes in accounting standards during the period.
8
4. ADOPTION OF NEW ACCOUNTING STANDARDS
The accounting policies applied in the preparation of these condensed interim financial statements
are consistent with those applied and disclosed in the Company’s audited financial statements for the
year ended December 31, 2017, except for the adoption, on January 1, 2018, of IFRS 9, Financial
Instruments: Classification and Measurement ("IFRS 9"), which has an initial application as at this
date.
IFRS 9, Financial Instruments (new; to replace IAS 39)

IFRS 9 uses a single approach to determine whether a financial asset is classified and measured at
amortized cost or fair value, replacing the multiple rules in IAS 39, Financial Instruments: Recognition
and Measurement (“IAS 39”). The approach in IFRS 9 is based on how an entity manages its financial
instruments and the contractual cash flow characteristics of the financial asset. Most of the
requirements in IAS 39 for classification and measurement of financial liabilities were carried forward
in IFRS 9 and, therefore, the accounting policy with respect to financial liabilities is unchanged.
The following is the new accounting policy for financial assets under IFRS 9:
Financial assets
The Company will now classify its financial assets in the following categories: at fair value through
profit and loss (“FVTPL”), at fair value through other comprehensive income (“FVTOCI”) or at
amortized cost. The determination of the classification of financial assets is made at initial recognition.
Equity instruments that are held for trading (including all equity derivative instruments) are classified
as FVTPL; for other equity instruments, on the day of acquisition the Company can make an
irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI.
The Company’s accounting policy for each of the categories is as follows:
Financial assets at FVTPL: Financial assets carried at FVTPL are initially recorded at fair value and
transaction costs are expensed in the statement of (loss) income. Realized and unrealized gains and
losses arising from changes in the fair value of the financial assets held at FVTPL are included in the
statement of (loss) income in the period.
Financial assets at FVTOCI: Investments in equity instruments at FVTOCI are initially recognized at fair
value plus transaction costs. Subsequently they are measured at fair value, with gains and losses
arising from changes in fair value recognized in other comprehensive (loss) income in which they arise.
Financial assets at amortized cost: A financial asset is measured at amortized cost if the objective of
the business model is to hold the financial asset for the collection of contractual cash flows, and the
asset's contractual cash flows are comprised solely of payments of principal and interest. They are
classified as current assets or non-current assets based on their maturity date and are initially
recognized at fair value and subsequently carried at amortized cost less any impairment.
9
4. ADOPTION OF NEW ACCOUNTING STANDARDS (continued)
Impairment of financial assets at amortized cost: The Company recognizes a loss allowance for
expected credit losses on financial assets that are measured at amortized cost.
The following table shows the classification of the Company’s financial assets under IFRS 9:
Financial asset IFRS 9 Classification
Cash Amortized cost
Receivables Amortized cost

Accounts payable and accrued liabilities Amortized cost
As the accounting reflected by the adoption of IFRS 9 under the above classifications and election is
similar to that of IAS 39, there will be no impact on the Company’s financial statements and no
restating of prior periods will be required.
5. RELATED PARTY TRANSACTIONS
Key management personnel:
Key management personnel include those persons having authority and responsibility for planning,
directing and controlling the activities of the Company as a whole. The Company has determined that
key management personnel consist of executive and non-executive members of the Company’s Board
of Directors and corporate officers. There were no transactions with key management personnel
during the six months ended June 30, 2018 and 2017.
Summary of expenses incurred:

Nature of For the three months For the six months
Type of Service Relationship ended June 30, ended June 30,
2018 2017 2018 2017
Management fees To a company that
has a director in
common with the
Company $ 24,000 $ 24,000 $ 48,000 $ 48,000
Rent To a company that
has a director in
common with the
Company 6,000 6,000 12,000 12,000
Total $ 30,000 $ 30,000 $ 60,000 $ 60,000
10
5. RELATED PARTY TRANSACTIONS (continued)
Amounts due to related parties included in account payable and accrued liabilities:
Nature Relationship June 30, 2018 December 31, 2017

Account payable – A company with a director in
management fees common with the Company
and rent payable $ 63,000 $ 10,500
Total $ 63,000 $ 10,500
6. SHARE CAPITAL AND SHARE-BASED PAYMENT RESERVE
(a) Authorized
Unlimited common shares

Unlimited preferred shares, of which none have been issued
(b) Share consolidation
On March 22, 2017, the Company completed a consolidation of its common shares on a 75 for 1
basis. and on September 20, 2017, the Company completed a further consolidation of its common
shares on 2 for 1 basis. All share and per share values in these condensed interim financial
statements have been adjusted to reflect these consolidations, unless otherwise noted.
(c) Issued and outstanding
As at June 30, 2018, the Company has 5,211,532 common shares issued and outstanding.
Number of Shares Amount

Balance, December 31, 2016 3,148,021 $ 95,478,046
Share issuance 120,000 49,920
Share cancellation (933) (700)
Private placement 1,944,444 350,000
Balance as at December 31, 2017 and June 30,
2018 5,211,532 $ 95,877,266
11
7. CAPITAL MANAGEMENT
The Company defines capital as consisting of shareholder’s equity (comprised of issued share capital,
share-based payment reserve and deficit). The Company’s objectives when managing capital are to
support the identification and acquisition of a new business opportunity and thus the creation of
shareholder value as well as to ensure that the Company can meet its financial obligations as they
become due.
The Company manages its capital structure to maximize its financial flexibility making adjustments to
it in response to changes in economic conditions and the risk characteristics of the underlying assets
and business opportunities. The Company does not presently utilize any quantitative measures to
monitor its capital, but rather relies on the expertise of the Company’s management to sustain the
future development of the business. Management reviews its capital management approach on an
ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
As at June 30, 2018, the Company does not have any long-term debt outstanding and is not subject
to any externally imposed capital requirements or debt covenants. There was no change to the
Company’s approach to capital management during the six months ended June 30, 2018.
8. FINANCIAL INSTRUMENTS
As at June 30, 2018 and December 31, 2017, the Company’s financial instruments consist of cash,
receivables, accounts payable and accrued liabilities. Cash and receivables are classified at amortized
cost. Accounts payable and accrued liabilities are classified at amortized cost. The fair values of these
financial instruments approximate their carrying values because of their short-term nature and/or the
existence of market related interest rates on the instruments.
(a) Financial Risk Factors
The Company’s risk exposure and the impact on the Company’s financial instruments are
summarized below:
I. Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations
associated with financial liabilities. The Company’s approach to managing liquidity risk is to
ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2018,
the Company had a cash balance of $9,505 to settle current liabilities of $88,568. All the
Company’s financial liabilities have contractual maturities of less than 30 days and are subject
to normal trade terms. As at June 30, 2018, the Company has no sources of revenue to fund
its operating expenditures or fund any identified business acquisition and as such will likely
require additional financing to accomplish the Company’s long term strategic objectives.
Future funding may be obtained by means of issuing share capital, or debt financing. If the
Company is unable to continue to finance itself through these means, it is possible that the
Company will be unable to continue as a going concern as disclosed in Note 1. Consequently,
the Company is currently exposed to a moderate level of liquidity risk.
12
8. FINANCIAL INSTRUMENTS (continued)
(a) Financial Risk Factors (continued)
II. Credit risk

Credit risk is the risk that a customer or counterparty will fail to perform an obligation or fail
to pay amounts due, causing a financial loss. The Company’s has no contractual receivables
as such the Company considers its credit risk to be low.
III. Market Risks

Market risk is the risk of loss that may arise from changes in market factors such as interest
rates, foreign exchange rates, and equity prices.
i. Interest rate risk
Interest risk is the risk that the fair value or future cash flows will fluctuate as a result
of changes in market risk. The Company’s sensitively to interest rate relative its cash
balances is currently immaterial. The Company also has no long-term debt with
variable interest rates, so it has no negative exposure to changes in the market
interest rates.
ii. Foreign currency risk
Currency risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in foreign exchange rate. The Company
holds no financial instruments that are denominated in currency other than Canadian
dollars. As at June 30, 2018, the Company is not exposed to currency risk.
9. SUBSEQUENT EVENT
On July 11, 2018, the Company closed a non-brokered private placement of 1,700,000 units at a price
of $0.15 per unit. Each unit consists of one common share of the Company and one share purchase
warrant, entitling the holder to acquire an additional common share of the Company at a price of
$0.20 until July 11, 2019. All securities issued in connection with the Offering are subject to a hold
period expiring November 12, 2018.
13
APPENDIX C
SIXONINE FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 2017 AND 2016
[See attached.]
C-1
FINANCIAL STATEMENTS
(Stated in Canadian Dollars)

TABLE OF CONTENTS
Management’s Responsibility for Financial Statements 1

Independent Auditors’ Report 2
Statements of Financial Position 4
Statements of Loss and Comprehensive Loss 5
Statements of Changes in Shareholders’ Deficiency 6
Statements of Cash Flows 7
Notes to the Financial Statements 8
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS
The accompanying financial statements of Sixonine Ventures Corp. (the "Company" or

"Sixonine") are the responsibility of management.
The financial statements have been prepared by management in accordance with the
accounting policies disclosed in the notes to the financial statements. Where necessary,
management has made informed judgments and estimates that affect the application of
accounting policies and the reported amounts of assets, liabilities, income and expenses.
In the opinion of management, the financial statements have been prepared in
accordance with International Financial Reporting Standards.
The Board of Directors is responsible for ensuring that management fulfills its
responsibilities for financial reporting and is ultimately responsible for reviewing and
approving the financial statements. The Board of Directors carries out this responsibility
principally through its Audit Committee.
The Audit Committee meets with management to review the financial reporting process
and the financial statements together with other financial information of the Company.
The Audit Committee reports its findings to the Board of Directors for its consideration
in approving the financial statements together with other financial information of the
Company for issuance to the shareholders.
Zeifmans LLP, an independent registered public accounting firm, have audited the
financial statements for the years ended December 31, 2017 and 2016.
Date: April 30, 2018
Signed: “Scott Ackerman” Signed: “Doug McFaul"

President, Chief Executive Officer and Director Director and Chief Financial Officer
INDEPENDENT AUDITORS’ REPORT
To the Shareholders of Sixonine Ventures Corp.
We have audited the accompanying financial statements of Sixonine Ventures Corp. (the “Company”), which
comprise the statements of financial position as at December 31, 2017 and 2016, and the statements of loss and
comprehensive loss, changes in shareholders’ deficiency and cash flows for the years then ended, and a summary of
significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with
International Financial Reporting Standards, and for such internal control as management determines is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits
in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with
ethical requirements and plan and perform an audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,
the auditors consider internal control relevant to the Company’s preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as
well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as at December 31, 2017 and 2016, and its financial performance and its cash flows for the years then ended in
accordance with International Financial Reporting Standards.
Emphasis of Matter
Without qualifying our opinion, we draw attention to note 2 to the financial statements which indicates the existence
of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.
Toronto, Canada Chartered Professional Accountants

April 30, 2018 Licensed Public Accountants
201 Bridgeland Avenue | Toronto zeifmans.ca Zeifmans LLP is a member of Nexia International,
a worldwide network of independent accounting
Ontario | M6A 1Y7 | Canada T: 416.256.4000 and consulting firms.
Statements of Financial Position
As at December 31, 2017
2017 2016
Assets
Current Assets
Cash $ 54,593 $ 1,112
Receivables 13,970 2,898
Total Assets $ 68,563 $ 4,010
Liabilities and Shareholders’ Equity (Deficiency)

Current Liabilities
Accounts payable and accrued liabilities $ 71,040 $ 190,170
Total Liabilities 71,040 190,170
Shareholders’ Deficiency
Share capital (Note 8) 95,827,346 95,478,046
Contributed surplus 7,907,529 7,907,529
Deficit (103,737,352) (103,571,735)
Total Shareholders’ Deficiency (2,477) (186,160)
Total Liabilities and Shareholders’ Deficiency $ 68,563 $ 4,010
Nature and continuance of operations (Note 1)
Approved on Behalf of the Board on April 30, 2018:
“Brent Ackerman” “Doug McFaul”

Brent Ackerman – Director Doug McFaul – Director
The accompanying notes are an integral part of these financial statements.
3
Statements of Loss and Comprehensive Loss
For the Years Ended December 31
2017 2016
Revenue
Gain on sale of FVTPL investment $ - $ 9,785
Expenses
Shared-based payment for financing fees (note 7) 49,920 -
Foreign currency translation loss 29 1
General and administration 12,724 30,097
Management fees (Note 6) 96,000 -
Professional fees 17,760 36,636
Rent 24,000 10,968
Transfer agent and filing fees 15,104 6,645
(215,537) (84,347)
Net loss and comprehensive loss for the year $ (215,537) $ (74,562)
Weighted average number of shares outstanding - basic and

diluted1 3,486,892 3,148,021
Basic and diluted loss per share1 $ (0.06) $ (0.02)
1
Share and per share information has been retroactively adjusted to reflect the March 22, 2017 75 old
common shares for 1 new common share consolidation, and the September 20, 2017 2 old common shares
for 1 new common share consolidation.
4
Statements of Changes in Shareholders’ Deficiency
Number of Total
Contributed
Common Share Capital Deficit Shareholders'
surplus
Shares¹ Deficiency

Net loss for the year - - - (74,562) (74,562)
Balance, December 31, 2016 3,148,021 95,478,046 7,907,529 (103,571,735) (186,160)
Share redemption (933) (700) - - (700)
Shares issued 120,000 49,920 - - 49,920
Private placement 1,944,444 350,000 - - 350,000
Net loss for the year - - - (215,537) (215,537)
1
Share and per share information has been retroactively adjusted to reflect the March 22, 2017 75 old common shares for 1 new common share
consolidation, and the September 20, 2017 2 old common shares for 1 new common share consolidation.
5
Statements of Cash Flows
For the Years Ended December 31,
2017 2016
Cash (used in) / provided by:
Operating Activities:
Net loss and comprehensive loss for the year $ (215,537) $ (74,562)
Items not affecting cash:
Realized gain on FVTPL investment - (10,582)
Shared-based payment for financing fees (note 7) 49,920 -
Changes in non-cash working capital items:
Receivables (11,072) 8,531
Prepaid expenses - 5,958
Accounts payables and accrued liabilities (119,130) 48,667
(295,819) (21,988)
Proceeds from credit facility 83,925 -
Repayment of credit facility (83,925) -
Loan payable 51,150 -
Repayment of loan payable (51,150) -
Share redemption (700) -
Share issuance 350,000 -
349,300 -
Investing Activities:
Proceeds on sale of non-current assets - 20,367
- 20,367
Change in cash for the year 53,481 (1,621)
Cash, beginning of the year 1,112 2,733
Cash, end of the year $ 54,593 $ 1,112
6
Notes to Financial Statements
December 31, 2017 and 2016
1. NATURE AND CONTINUANCE OF OPERATIONS
Sixonine Ventures Corp. (“Sixonine” or the “Company”) is a public company and its common shares
are listed for trading on the TSX Venture Exchange under the symbol SNX.H. The Company was
originally incorporated under the Canada Business Corporations Act on October 12, 2006, and on
March 22, 2017 was continued to British Columbia under the British Columbia Business Corporations
Act, and changed its name from Homeland Energy Group Ltd. to Sixonine Ventures Corp.
2. GOING CONCERN
The Company has no sources of revenue and its primary operation is the identification, and evaluation
of a new business opportunity for the purpose of acquisition or participation. The Company currently
has insufficient liquidity to meet its operational requirements for the next fiscal year, and its
continued operations are dependent upon its ability to identify, evaluate and successfully negotiate
an agreement to acquire an interest in a sustainable/viable business operation. Any acquisition
proposed by the Company will be subject to shareholder and regulatory approval. There is no
assurance that the Company will identify a business or asset that warrants acquisition or participation,
and/or will be able to obtain the financing necessary to support a new business acquisition. These
uncertainties may cast significant doubt on the Company’s ability to continue as a going concern.
The Company is currently focused on seeking new business opportunities to either acquire or within
which to participate.
These financial statements have been prepared on a going concern basis in accordance with
International Financial Reporting Standards (“IFRS”), which assumes that the Company will be able to
continue in operation for the foreseeable future and will be able to realize its assets and discharge its
liabilities in the normal course of business. At December 31, 2017, the Company had cash of $54,593
a working capital deficit and shareholders’ deficiency of $2,477. During 2013, the Company sold its
mining assets after which the Company has no operating assets. The Company will need additional
financing to undertake new business opportunities and to meet its cash burn requirements. These
financial statements do not reflect any adjustments in the carrying values of the assets and liabilities,
the reported expenses, or the statements of financial position classifications that would be necessary
if the going concern assumption were not appropriate. Such adjustments could be material.
7
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements in conformity with IFRS requires management to make
estimates, judgements and assumptions that affect the application of accounting policies and the
reported amounts of assets, liabilities, income and expenses. Estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in
which the estimates are revised and in any future periods affected.
a. Critical accounting estimates
Critical accounting estimates are estimates and assumptions made by management that may
result in a material adjustment to the carrying amount of assets and liabilities within the next
financial year and are, but are not limited to, the following:
i. Deferred income tax

The determination of deferred income tax assets or liabilities requires subjective
assumptions regarding future income tax rates and the likelihood of utilizing tax carry-
forwards. Changes in these assumptions could materially affect the recorded amounts, and
therefore do not necessarily provide certainty as to their recorded values.
b. Critical accounting judgements
Information about critical judgments in applying accounting policies that have the most significant
effect on the amounts recognized in the statements are, but are not limited to, the following:
i. Determination of functional currency

The functional and reporting currency of the Company is the Canadian dollar. The functional
currency determination was conducted through an analysis of the consideration factors
identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The determination of
functional currency involves certain judgments to determine the primary economic
environment and the Company reconsiders the functional currency if there are changes in
events and conditions of the factors used in the determination of the primary economic
environment.
8
4. SIGNIFICANT ACCOUNTING POLICIES
a. Statement of compliance with IFRS
These financial statements have been prepared in accordance with IFRS as issued by the
International Accounting Standards Board (“IASB”) and interpretations of the International
Financial Reporting Interpretations Committee (“IFRIC”). The Company’s financial statements
were authorized for issue by the Board of Directors on April 30, 2018.
b. Basis of presentation
The financial statements have been prepared on a historical cost basis, except for certain financial
instruments classified as financial instruments at fair value through profit or loss, which are stated
at their fair value. In addition, the financial statements have been prepared using the accrual basis
of accounting, except for cash flow information.
c. Cash
Cash is comprised of cash on deposit at large Canadian financial institution and is highly liquid.
d. Share capital
Common shares are classified as share capital. Incremental costs directly attributable to the issue
of common shares are recognized as a deduction from equity, net of any tax effects.
e. Loss per share
The Company presents basic and diluted loss per share (“EPS”) data for its common shares. Basic
EPS is calculated by dividing the loss attributable to common shareholders of the Company by the
weighted average number of common shares outstanding during the period. Diluted loss per
share is calculated by dividing the loss by the weighted average number of common shares
outstanding assuming that the proceeds to be received on the exercise of dilutive share options
and warrants are used to repurchase common shares at the average market price during the
period.
Contingently issuable shares are not considered outstanding common shares and consequently
are not included in loss per share calculations.
f. Share issuance costs
Financing costs incurred for the issuance of shares are recognized as share issuance costs upon
the completion of the related share issuance. Share issuance costs, consisting of commissions
and other fees paid to underwriters, finders’ fees, professional fees, regulatory fees and printing
costs are allocated to capital stock upon closing of the financing.
9
4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
g. Share-based payments
The stock option plan allows Company employees and consultants to acquire shares of the
Company. The fair value of options granted is recognized as a share-based payment expense with
a corresponding increase in equity. An individual is classified as an employee when the individual
is an employee for legal or tax purposes (direct employee) or provides services similar to those
performed by a direct employee. Consideration paid on the exercise of stock options is credited
to capital stock and the fair value of the options is reclassified from share-based payment reserves
to capital stock.
In situations where equity instruments are issued to non-employees and some or all of the
services received by the entity as consideration cannot be specifically identified, they are all
measured at the fair value of the share-based payment; otherwise, share-based payment is
measured at the fair value of the services received.
The fair value is measured at grant date and each tranche is recognized over the period during
which the options vest. The fair value of the options granted is measured using the Black-Scholes
option pricing model taking into account the terms and conditions upon which the options were
granted. At each financial position reporting date, the amount recognized as an expense is
adjusted to reflect the number of stock options that are expected to vest.
h. Income taxes
Current tax is the expected tax payable or receivable on the taxable income or loss for the year,
using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax
payable in respect of previous years.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for taxation purpose.
Deferred tax is not recognized for the following temporary differences: the initial recognition of
assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable operations, and differences relating to investments in subsidiaries and
jointly controlled entities to the extent that it is probable that they will not reverse in the
foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences
arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are
expected to be applied to temporary differences when they reverse, based on the laws that have
been enacted or substantially enacted by the reporting date. Deferred tax assets and liabilities
are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they
relate to income taxes levied by the same tax authority on the same taxable entity, or on different
tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax
assets and liabilities will be realized simultaneously. A deferred tax asset is recognized only to the
extent that it is probable that future taxable profits will be available against which the asset can
be utilized.
10
i. Provisions
A provision is recognized if, as a result of a past event, the Company has a present legal or
constructive obligation that can be estimated reliably, and it is probable that an outflow of
economic benefits will be required to settle the obligation. Provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the liability. The unwinding of
the discount is recognized as finance cost. The Company does not have any provisions at
December 31, 2017 or 2016.
j. Financial Instrument measurement and valuation
Financial instruments measured at fair value are classified into one of three levels in the fair value
hierarchy according to the relative reliability of the inputs used to estimate the fair values. The
three levels of the fair value hierarchy are:
Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly
or indirectly; and
Level 3 Inputs that are not based on observable market data.
The measurement of the Company’s financial instruments is disclosed in Note 6 to these financial
statements. Any financial instrument that is valued using level 2 or level 3 inputs will involve
estimate uncertainty.
k. Financial assets
The Company classifies its financial assets into one of the following categories and the accounting
policy for each category is as follows:
i. Fair value through profit or loss (“FVTPL”)
A financial asset is classified in this category if acquired principally for the purpose of selling
in the short term or if so designated by management. Derivatives are also categorized as
FVTPL unless they are designed as effective hedges. Asset in this category includes cash.
Financial assets at FVTPL are initially recognized, and subsequently carried, at fair value with
changes recognized in profit or loss. Attributable transaction costs are recognized in profit
or loss when incurred.
11
k. Financial assets (continued)
ii. Available-for-sale (“AFS”)
Financial assets available for sale are measured at fair value with unrealized gains and losses
recognized in other comprehensive income or loss (“OCI”) except for losses in value that are
considered other than temporary or a significant or prolonged decline in the fair value of that
investment below its cost. The Company does not have any AFS assets.
Financial assets AFS are initially recognized, and subsequently carried at fair value with
changes recognized in OCI. Attributable acquisition transaction costs, if any, are recognized
in the initial fair value.
iii. Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They are included in current assets, except
for those with maturities greater than 12 months or those that are expected to be settled
after 12 months from the end of the reporting period, which are classified as non-current
assets. Assets in this category include receivables and prepaid expenses.
Loans and receivables are initially recognized at fair value plus any directly attributable
transaction costs and subsequently carried at amortized cost using the effective interest
method. The effective interest method is used to determine the amortized cost of loans and
receivables and to allocate interest income over the corresponding period. The effective
interest rate is the rate that discounts estimated future cash receipts over the expected life
of the financial asset, or, where appropriate, a shorter period.
iv. Held to maturity
These assets are non-derivative financial assets with fixed or determinable payments and
fixed maturities that the Company's management has the positive intention and ability to
hold to maturity. These assets are initially recorded at fair value and subsequently measured
at amortized cost basis using the effective interest method, less any impairment losses. These
assets are included in non-current assets, except for those which are expected to mature
within 12 months after the end of the reporting period. The Company does not have any
assets classified as held to maturity.
12
4. SIGNIFICANT ACCOUNTING POLICIES (continued)
k. Financial assets (continued)
v. Impairment of financial assets
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each
reporting period end. Financial assets are impaired when there is objective evidence that, as
a result of one or more events that occurred after the initial recognition of the financial asset,
the estimated future cash flows of the investment have been impacted.
Objective evidence of impairment could include the following:

 Significant financial difficulty of the issuer or counterparty;
 Default or delinquency in interest or principal payments; or
 It has become probable that the borrower will enter bankruptcy or financial
reorganization
For financial assets carried at amortized cost, the amount of the impairment is the difference
between the asset’s carrying amount and the present value of the estimated future cash
flows, discounted at the financial asset’s original effective interest rate.
For financial assets measured at amortized cost, if, in a subsequent period, the amount of
the impairment loss decreases and the decrease can be related objectively to an event
occurring after the impairment losses were recognized, the previously recognized
impairment loss is reversed through profit or loss to the extent that the carrying amount of
the asset at the date the impairment is reversed does not exceed what the amortized cost
would have been had the impairment not been recognized.
vi. De-recognition of financial assets
Financial assets are derecognized when the rights to receive cash flows from the assets expire
or the financial assets are transferred and the Company has transferred substantially all of
the risks and rewards of ownership of the financial assets. On de-recognition of a financial
asset, the difference between the asset’s carrying amount and the sum of the consideration
received and receivable and the cumulative gain or loss that had been recognized directly in
equity is recognized in profit or loss.
13
l. Financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance
with the substance of the contractual arrangement. An equity instrument is any contract that
evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity
instruments issued by the group entities are recorded at the proceeds received, net of direct issue
costs.
The Company classifies its financial liabilities into one of two categories and the accounting policy
for each category is as follows:
i. Fair value through profit or loss
This category of financial liability includes liabilities acquired or incurred principally for the
purpose of selling or repurchasing it in the near term. They are initially recorded at fair value
with subsequent changes in fair value recognized in profit and loss. The Company does not
have any financial liabilities fair valued through profit or loss.
ii. Other financial liabilities
Other financial liabilities are initially measured at fair value, net of transaction costs, and are
subsequently measured at amortized cost using the effective interest method, with interest
expense recognized on an effective yield basis. This category includes accounts payables and
accrued liabilities.
m. New standards not yet adopted
A number of new IFRS standards are pending but not yet adopted. The Company is in the process
of evaluating the impact of new standards on its financial statements.
Effective for annual periods beginning on or after January 1, 2018
IFRS 9: Financial instruments: Classification and Measurement: applied to classification and

measurement of financial assets and liabilities as defined in IAS 39. It is effective for annual periods
beginning on or after January 1, 2018 with early adoption permitted.
IFRS 15: Revenue from Contracts with Customers: a new standard to establish principles for
reporting the nature, amount, timing, and uncertainty of revenue and cash flows arising from an
entity’s contracts with customers. It provides a single model in order to depict the transfer of
promised goods or services to customers. IFRS 15 supersedes IAS 11, Construction Contracts, IAS
18, Revenue, IFRIC 13, Customer Loyalty Programs, IFRIC 15, Agreement for the Construction of
14
m. New standards not yet adopted (continued)
Real Estate, IFRIC 18, Transfers of Assets from Customers, and SIC-31, Revenue – Barter
Transactions involving Advertising Services.
IFRS 16: Leases: a new standard that sets out the principle for recognition, measurement,
presentation, and disclosure of leases including guidance for both parties to a contract, the lessee
and the lessor. The new standard eliminates the classification of lease as either operating or
finance leases as is required by IAS 17 and instead introduces a single lessee accounting model.
The Company defines capital as consisting of shareholder’s equity (deficiency) (comprised of issued
share capital, contributed surplus and deficit). The Company’s objectives when managing capital are
to support the identification and acquisition of a new business opportunity and thus the creation of
shareholder value as well as to ensure that the Company can meet its financial obligations as they
become due.
As at December 31, 2017, the Company does not have any long-term debt outstanding and is not
subject to any externally imposed capital requirements or debt covenants. There was no change to
the Company’s approach to capital management during the year ended December 31, 2017.
15
during the years ended December 31, 2017 and 2016.

For the years ended
Type of Service Nature of Relationship December 31,
2017 2016
Management fees Incurred with a company that has a director in
common with the Company $ 96,000 $-
Rent Incurred with a company that has a director in
common with the Company 24,000 -
General & Incurred with a company that has an officer
administrative – formerly in common with the Company
corporate services - 12,000
Total $ 120,000 $ 12,000
Amounts due to related parties included in accounts payable and accrued liabilities:
December 31, December 31,

Nature Relationship 2017 2016
Account payable - management A company with a director in
fees and rent payable common with the Company $ 10,500 $-
Advances of corporate expenses A company with a director in
paid on behalf of the Company common with the Company - -
General & administrative – A former officer of the
corporate services company - 20,000
Total $ 10,500 $20,000
16
7. CREDIT FACILITY
On April 7, 2017, the Company entered into a credit facility (the “Credit Facility”) with an arm’s length
lender for up to $250,000. Under the terms of the Credit Facility, the Company was required to pay
the lender a commitment fee of $5,000. Amounts outstanding under the Credit Facility bear interest
at a rate of 10% per annum and are due on April 7, 2018. The Credit Facility is secured by all the
present and after-acquired assets of the Company.
In consideration of the granting of the Credit Facility the Company issued 120,000 common shares to
the lender. This share issuance has been recorded at Market price in the amount of $49,920 (see also
note 7). The Company borrowed $83,925 under the Credit Facility during the year, and the Credit
Facility was repaid in full by December 31, 2017.
8. SHARE CAPITAL
(a) Authorized
Unlimited common shares

(b) Consolidation
basis, and on September 20, 2017, the Company completed a further consolidation of its common
shares on a 2 for 1 basis.
All share and per share values in these financial statements have been adjusted to reflect these
consolidations, unless otherwise noted.
(c) Issued and Outstanding
On April 7, 2017, the Company issued 120,000 common shares in connection with the Credit
Facility. This share issuance has been recorded at Market price in the amount of $49,920 (see
note 6).
On May 31, 2017, 933 common shares were redeemed for $700 pursuant to a shareholders’ right
of dissent in respect of the Continuation into British Columbia under the British Columbia Business
Corporations Act.
On December 4, 2017, the Company completed a non-brokered private placement of 1,944,444

common shares of the Company for the proceeds of $350,000.
As at December 30, 2017, the Company has 5,211,532 common shares issued and outstanding.
17
9. FINANCIAL INSTRUMENTS
The fair value of the Company’s receivables and accounts payable and accrued liabilities approximate
their carrying values due to the short-term nature of the instruments. The Company’s other financial
instrument, being cash, is measured at fair value using Level 1 inputs.
(a) Financial Risk Factors
summarized below:
I. Liquidity risk
ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31,
2017, the Company had a cash balance of $54,593 to settle current liabilities of $71,040.
Other than the Credit Facility, all the Company’s financial liabilities have contractual
maturities of less than 30 days and are subject to normal trade terms. As at December 31,
2017, the Company has no sources of revenue to fund its operating expenditures or fund any
identified business acquisition and as such will likely require additional financing to
accomplish the Company’s long term strategic objectives. Future funding may be obtained
by means of issuing share capital, or debt financing. If the Company is unable to continue to
finance itself through these means, it is possible that the Company will be unable to continue
as a going concern as disclosed in Note 1. Consequently, the Company is currently exposed
to a moderate level of liquidity risk.
II. Credit risk
Credit risk is the risk that a customer or counterparty will fail to perform an obligation or fail
to pay amounts due, causing a financial loss. The Company’s has no contractual receivables
as such the Company considers its credit risk to be low.
18
9. FINANCIAL INSTRUMENTS (continued)
(a) Financial Risk Factors (continued)
III. Market Risks
Interest rate risk is the risk that the fair value or future cash flows will fluctuate as a
result of changes in market risk. The Company’s sensitivity to interest rates relative
to its cash balances is currently immaterial. The Company also has no long-term debt
with variable interest rates so it has no negative exposure to changes in the market
interest rates.
dollars. As at December 31, 2017, the Company is not exposed to currency risk.
10. INCOME TAXES
(a) Provision for income taxes
The items causing the Company's income tax expense to differ from the Canadian combined federal
and provincial statutory rate of 26.50% (2016- 26.50%) were (stated in thousands):
2017 2016
Loss before income taxes $ 215,537 $ 74,562
Expected income tax recovery at statutory rates $ 57,117 $ 19,759

Adjustments resulting from:
Income tax benefits not recognized (57,117) (19,759)
$ - $ -
19
(b) Tax losses
The Company has non-capital losses in Canada, available for deduction against future taxable
income, in the amount of $1,194,000 which expire as follows:
Expiry year Amount

2034 $ 629,000
2035 265,000
2036 84,000
2037 216,000
$ 1,194,000
(c) Unrecognized deferred taxes
The Company's unrecognized deferred tax assets are as follows (stated in thousands):
2017 2016
Non-capital los ses carry forward $ 316,410 $ 259,170
Less deferred tax as sets not recognized (316,410) (259,170)
$ - $ -
The Company has not recorded a deferred tax asset related to these carry forward losses as it is
not probable that future taxable income will be available against which these unused tax
attributes can be utilized.
11. COMPARATIVE FIGURES
In prior years, the financial statements were presented in amounts rounded off to nearest thousand
dollars. However, from the current year the Company decided to present full figures for better
information . This change has no other impact on these financial statements.
20
APPENDIX D
SIXONINE FINANCIAL STATEMENTS FOR THE YEARS ENDED
[See attached.]
D-1
CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
Management’s Responsibility for Consolidated Financial Statements 1
Independent Auditors’ Report 2
Consolidated Statements of Financial Position 4
Consolidated Statements of Loss and Comprehensive Loss 5
Consolidated Statements of Changes in Shareholders’ Equity (Deficiency) 6
Consolidated Statements of Cash Flows 7
Notes to the Consolidated Financial Statements 8

MANAGEMENT’S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements of Sixonine Ventures Corp. (formerly Homeland
Energy Group Ltd.) (the "Company" or "Sixonine") are the responsibility of management.
The consolidated financial statements have been prepared by management in accordance with the
accounting policies disclosed in the notes to the consolidated financial statements. Where necessary,
management has made informed judgments and estimates that affect the application of accounting
policies and the reported amounts of assets, liabilities, income and expenses. In the opinion of
management, the consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards.
The Board of Directors is responsible for ensuring that management fulfills its responsibilities for
financial reporting and is ultimately responsible for reviewing and approving the consolidated
financial statements. The Board of Directors carries out this responsibility principally through its
Audit Committee.
The Audit Committee meets with management to review the financial reporting process and the
consolidated financial statements together with other financial information of the Company. The
Audit Committee reports its findings to the Board of Directors for its consideration in approving the
consolidated financial statements together with other financial information of the Company for
issuance to the shareholders.
Zeifmans LLP, an independent registered public accounting firm, have audited the consolidated
Signed: “Scott Ackerman” Signed: “Doug McFaul"

President, Chief Executive Officer and Director Director and Chief Financial Officer
1
INDEPENDENT AUDITORS’ REPORT
To the Shareholders of Sixonine Ventures Corp. (formerly Homeland Energy Group Ltd.)
We have audited the accompanying consolidated financial statements of Sixonine Ventures Corp.
(formerly Homeland Energy Group Ltd.) (the “Company”), which comprise the consolidated
statements of financial position as at December 31, 2016 and 2015, and the consolidated statements
of loss and comprehensive loss, changes in shareholders’ equity (deficiency) and cash flows for
the years then ended, and a summary of significant accounting policies and other explanatory
information.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with International Financial Reporting Standards, and for such internal
control as management determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our
audits. We conducted our audits in accordance with Canadian generally accepted auditing
standards. Those standards require that we comply with ethical requirements and plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the consolidated financial statements. The procedures selected depend on the
auditors’ judgment, including the assessment of the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error. In making those risk assessments,
the auditors consider internal control relevant to the Company’s preparation and fair presentation
of the consolidated financial statements in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
201 Bridgeland Avenue | Toronto zeifmans.ca Zeifmans LLP is a member of Nexia International,
a worldwide network of independent accounting
Ontario | M6A 1Y7 | Canada T: 416.256.4000 and consulting firms.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of the Company as at December 31, 2016 and 2015, and its financial
performance and its cash flows for the years then ended in accordance with International Financial
Reporting Standards.
Emphasis of Matter
Without qualifying our opinion, we draw attention to Note 2 to the consolidated financial
statements which indicates that the Company incurred a net loss of $74,000 for the year ended
December 31, 2016 and as of that date, the Company’s current liabilities exceeded its total assets
by $186,000. These conditions, along with other matters as set forth in Note 2, indicate the
existence of material uncertainty that may cast significant doubt about the Company’s ability to
May 1, 2017 Chartered Accountants

Toronto, Ontario Licensed Public Accountants
(Continued under the Laws of British Columbia)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Stated in thousands of Canadian Dollars)
As at Note 2016 2015
Assets
Current Assets
Cash $ 1 $ 3
Amounts receivable 3 11
Deposit and prepaid expenses - 6
Total Current Assets 4 20
Non-Current Assets
Investments 7 - 10
Total Non-Current Assets - 10
Total Assets $ 4 $ 30
Liabilities
Current Liabilities
Accounts payable and accrued liabilities 6 $ 190 $ 142
Total Liabilities 190 142
Shareholders' Equity (Deficiency)
Share capital 8 95,478 95,478
Contributed surplus 7,907 7,907
Deficit (103,571) (103,497)
Total Shareholders' Equity (Deficiency) (186) (112)
Total Liabilities and Equity (Deficiency) $ 4 $ 30
Going Concern (note 2)

Subsequent Events (note 12)
Approved by the Board:
Signed: “Brent Ackerman” Signed: “Doug McFaul”

Brent Ackerman, Director Doug McFaul, Director
(The accompanying notes are an integral part of these consolidated financial statements.)
4
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Stated in thousands of Canadian Dollars, except for per share amounts)
For the Years Ended

December 31,
Note 2016 2015
Expenses
Corporate administration (note 9) $ 84 $ 327
Loss from Operations (84) (327)
Other Items
Realized gain on FVTPL investments 7 10 -
Gain on forgiveness of amount payable - 50
Foreign currency translation gain 6 - 5
Net loss and comprehensive loss for the year $ (74) $ (272)
Loss per share -Basic and Diluted (0.00016) (0.0006)
Weighted average number of common shares
outstanding basic and diluted 472,204,149 472,204,149
(The accompanying notes are an integral part of these consolidated financial statements)
5
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY)
Year Ended December 31, 2016
Share capital
Number of Contributed
Shares Amount Surplus Deficit Total
Balance, December 31, 2015 472,204,149 $ 95,478 $ 7,907 $ (103,497) $ (112)
Net loss - - - (74) (74)
Year Ended December 31, 2015
Share capital
Number of Contributed
Shares Amount Surplus Deficit Total
Balance, December 31, 2014 472,204,149 $ 95,478 $ 7,907 $ (103,225) $ 160
Net loss - - - (272) (272)
6
CONSOLIDATED STATEMENTS OF CASH FLOWS

Note 2016 2015
Net Loss $ (74) $ (272)
Items not affecting cash:
Realized gain on FVTPL investments (10) -
Change in non-cash working capital items 9 62 77
Unrealised foreign currency translation gain 6 - (5)
Cash flows used in operating activities (22) (200)
Investing activities:
Proceeds on sale of non-current assets 7 20 67
Cash flows from investing activities 20 67
Effect of foreign exchange on cash balances - 5
Changes in cash (2) (128)
Cash - at the beginning of the year 3 131
Cash - at the end of the year $ 1 $ 3
Supplemental cash flow information (note 8)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Stated in Canadian Dollars, unless otherwise stated)
1. NATURE OF OPERATIONS
Sixonine Ventures Ltd. (formerly Homeland Energy Group Ltd.) (“Sixonine” or the “Company”) was
incorporated under the Canada Business Corporation Act on October 12, 2006. On March 22, 2017, following
receipt of shareholders approval at the annual general meeting held on March 9, 2017 and subsequent approval
by the Company’s board of directors, the Company filed articles of amendment changing its name from
Homeland Energy Group Ltd. to Sixonine Ventures Ltd and was continued into British Columbia under the
British Columbia Business Corporations Act.
The Company’s common shares are listed for trading on the TSX Venture Exchange under the symbol SNX.H
(formerly HEG.H). The common shares of the Company have been listed on the TSX Venture Exchange NEX
board since July 12, 2013.
The office of the Company is at 1600 - 609 Granville Street, Vancouver, British Columbia V7Y 1C3, Canada,
and its registered and records office is at 2200 – 885 West Georgia Street, Vancouver, British Columbia V6C
3E8 The principal business activity of the Company had historically been the exploration, development and
operation of mining properties. The Company is currently seeking new business opportunities.
There are no operating segments as at December 31, 2016.
2. GOING CONCERN
The consolidated financial statements have been prepared on a going concern basis which assumes that the
Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and
discharge its liabilities in the normal course of business.
The Company incurred a net loss of $74,000 for the year ended December 31, 2016 and as of that date the
Company had cash of $1,000, and a shareholders’ deficiency of $186,000.
During 2013, the Company sold its mining assets after which the Company has no operating assets. The
Company will require financing to undertake new business opportunities and to meet its ongoing cash
requirements.
Given that the Company has not generated any ongoing income nor cash flows from operations, there is
significant doubt regarding the Company’s ability to continue as a going concern.
The Company’s ability to continue as a going concern is dependent upon its ability to raise additional financing
and to establish profitable operations. The carrying amount of assets, liabilities, revenues and expenses
presented in the financial statements has not been adjusted as would be required if the going concern
assumption was not appropriate.
These consolidated financial statements do not reflect any adjustments in the carrying values of the assets and
liabilities, the reported expenses, or the statements of financial position classifications that would be necessary
if the going concern assumption were not appropriate. Such adjustments could be material.
3. COMPARATIVE FIGURES
Where applicable, certain comparative figures on the statements of loss and comprehensive loss have been
restated. Amounts related to office and general and management and administrative have been previously
presented separately in expenses. In these financial statements, such amounts have been included in corporate
administration. The impact on the net loss and comprehensive loss is nil.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance and basis of presentation

These consolidated financial statements have been prepared in accordance with International Financial
Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
These annual consolidated financial statements have been prepared under the historical cost convention, as
modified by the revaluation of financial instruments and certain impaired non-financial assets.
The policies in these consolidated financial statements are based on IFRS issued and outstanding as of May
1, 2017, the date the Board of Directors approved the consolidated financial statements.
(b) Loss per share
The Company presents basic and diluted loss per share data. Basic loss per share is calculated by dividing
the loss attributable to shareholders of the Company by the weighted-average number of common shares
outstanding during the period. The diluted loss per share is determined by adjusting the loss attributable to
common shareholders and the weighted-average number of common shares outstanding for the effects of
all dilutive potential common shares. The diluted loss per share calculation considers the impact of
employee stock options and other potentially dilutive instruments. The options are anti-dilutive when the
Company is in a loss position or when the options are “out of the money”.
(c) Foreign currency translation.
The Company’s functional and presentation currency is the Canadian dollar.
In preparing the financial statements of the individual entities, transactions in currencies other than the
Company’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at
the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign
currencies are translated at the rates prevailing at that date. Non-monetary items carried at fair value that
are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value
was determined.
Exchange differences on foreign currency translation are recognized in the consolidated statements of
income and comprehensive income in the period in which they arise except for:
 exchange differences on foreign currency borrowings relating to assets under construction for
future productive use, which are included in the cost of those assets when they are regarded as
an adjustment to interest costs on those foreign currency borrowings;
 exchange differences on monetary items receivable from or payable to a foreign operation for
which settlement is neither planned nor likely to occur (therefore forming part of the net
investment in the foreign operation), which are recognized initially in other comprehensive
income and reclassified from the equity reserve to net income (loss) from operations on disposal
or partial disposal of the net investment.
On the disposal of a foreign operation (i.e. a disposal of the Company’s entire interest in a foreign
operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, loss of
joint control over a jointly controlled entity that includes a foreign operation, or loss of significant influence
over an associate that includes a foreign operation), all of the accumulated exchange differences in respect
of that operation attributable to the Company were reclassified to profit and loss in the consolidated
statements of loss and comprehensive loss. Any exchange differences that had previously been attributed to
non-controlling interests were derecognized, but they were not reclassified to the consolidated statements
of loss and comprehensive loss.
9
In the case of a partial disposal (i.e. no loss of control) of a subsidiary that includes a foreign operation, the
proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and
are not recognized in the consolidated statements of loss and comprehensive loss. For all other partial
disposals (i.e. of associates or jointly controlled entities not involving a change of accounting basis), the
proportionate share of the accumulated exchange differences is reclassified to profit and loss in the
consolidated statements of loss and comprehensive loss.
Foreign currency translation gains and losses that relate to borrowings and cash are presented in the
consolidated statements of loss and comprehensive loss within “finance costs”. All other foreign currency
translation gains and losses are segregated as such in the consolidated statements of loss and
comprehensive loss.
(d) Taxation
Current tax
Current tax payable is based on taxable profit for the period. Taxable profit differs from profits reported in
the consolidated statements of loss and comprehensive loss because of items in income or expense that are
taxable or deductible in other years and items that are never taxable or deductible. The Company’s liability
for current tax is calculated using applicable tax rates that have been enacted or substantively enacted by
the end of the reporting period.
Deferred tax
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not
recognized on the initial recognition of assets or liabilities in a transaction that is a business combination.
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to be applied to
temporary differences when they reverse, based on the laws that have been enacted or substantively enacted
by the reporting date. Deferred tax assets and liabilities are offset, if there is a legally enforceable right to
offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on
different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax
assets and liabilities will be realized simultaneously. A deferred tax asset is recognized for unused tax
losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable
profits will be available against which they can be utilized. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be
realized.
(e) Impairment of non-financial assets

The Company reviewed its long-lived assets to determine whether there was any indication for impairment
whenever events or changes in circumstances indicate those assets had suffered an impairment loss. If any
such indications existed, the recoverable amount of the asset was estimated in order to determine the extent
of the impairment loss (if any).
Recoverable amount was the higher of fair value less costs of disposal and value in use. In assessing value
in use, the estimated future cash flows were discounted to their present value using a pre-tax discount rate
that reflected current market assessments of the time value of money and the risks specific to the asset for
which the estimates of future cash flows had not been adjusted.
10
Where an impairment loss subsequently reversed, the carrying amount of the asset would have been
increased to the revised estimate of its recoverable amount, but such that the increased carrying amount did
not exceed the carrying amount that would have been determined had no impairment loss been recognized
for the asset in prior years. A reversal of an impairment loss would have been recognized immediately in
the consolidated statements of income and comprehensive income, unless the relevant asset was carried at a
revalued amount, in which case the reversal of the impairment loss would have been treated as a
revaluation increase.
(f) Provision
Provisions are recognized for liabilities of uncertain timing or amount that have arisen from past
transactions, including legal or constructive obligations. The provision is measured at the best estimate of
the expenditure required to settle the obligation at the reporting date.
(g) Financial instruments
Financial assets
All financial assets are recognized and derecognized on trade date where the purchase or sale of a financial
asset is under a contract whose terms require delivery of the financial asset within the timeframe established
by the market concerned, and are initially measured at fair value, plus transaction costs, except for those
financial assets classified as at fair value through profit or loss, which are initially measured at fair value.
Financial instruments recorded at fair value

Financial instruments recorded at fair value on the consolidated statements of financial position are
classified using a fair value hierarchy that reflects the significance of the inputs used in making the
measurements. The fair value hierarchy has the following levels:
 Level 1 – inputs to the valuation methodology are unadjusted quoted prices for identical assets or
liabilities in active markets;
 Level 2 – inputs to the valuation methodology include quoted prices for similar assets and
liabilities in active markets, and inputs that are observable for the asset or liability, either directly
or indirectly, for substantially the full term of the financial instruments.
 Level 3 - valuation techniques using inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
Effective-interest method
The effective-interest method is a method of calculating the amortized cost of a debt instrument and of
allocating interest income over the relevant period. The effective-interest rate is the rate that exactly
discounts estimated future cash receipts (including all fees on points paid or received that form an integral
part of the effective-interest rate, transaction costs and other premiums or discounts) through the expected
life of the debt instrument, or (where appropriate) a shorter period, to the net carrying amount on initial
recognition.
Financial assets are classified into the following specified categories: ‘financial assets at fair value through
profit or loss’ (“FVTPL”), ‘held-to-maturity’ investments, ‘available-for-sale’ (“AFS”) financial assets and
‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is
determined at the time of initial recognition.
Income is recognized on an effective-interest basis for debt instruments other than those financial assets
designated as FVTPL.
11
Financial assets at FVTPL
Financial assets are classified as FVTPL when the financial assets are either held for trading or it is
designated as FVTPL.
A financial asset is held for trading and classified as held at FVTPL if:
 it has been acquired principally for the purpose of selling it in the near term;
 on initial recognition it is part of a portfolio of identified financial instruments that the Company
manages together and has a recent actual pattern of short-term profit taking; or
 it is a derivative that is not designated and effective as a hedging instrument.
A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial
recognition if:
 such designation eliminates or significantly reduces a measurement or recognition inconsistency
that would otherwise arise;
 the financial asset forms part of a group of financial assets or financial liabilities or both, which is
managed and its performance is evaluated on a fair value basis, in accordance with the Company's
documented risk management or investment strategy, and information about the grouping is
provided internally on that basis; or
 it forms part of a contract containing one or more embedded derivatives, and IAS 39 Financial
Instruments: Recognition and Measurement permits the entire combined contract (asset or
liability) to be designated as at FVTPL.
Financial assets at FVTPL are stated at fair value, with any gains or losses arising on re-measurement
recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend or
interest earned on the financial asset and is included in the 'other gains and losses' line item in the
consolidated statements of loss and comprehensive loss. Fair value is determined in the manner described
in note 5(a). Attributable transaction costs are recognized in profit or loss when incurred.
Held-to-maturity investments
Bills of exchange and debentures with fixed or determinable payments and fixed maturity dates that the
Company has the positive intent and ability to hold to maturity are classified as held-to-maturity (“HTM”)
investments. HTM investments are measured at amortized cost using the effective-interest method less any
impairment, with revenue recognized on an effective-yield basis. Transaction costs incurred to acquire
held-to-maturity financial instruments are included in the underlying balance.
Available–for–sale financial assets

AFS financial instruments are those financial assets that are not classified as FVTPL, HTM or loans and
receivables. Listed shares and listed redeemable notes held by the Company were classified as AFS and
were stated at fair value. Fair value is determined in the manner described in note 5(a). Gains and losses
arising from changes in fair value were recognized in other comprehensive income and accumulated in
other comprehensive income, with the exception of impairment losses, interest calculated using the
effective-interest method, and foreign currency translation gains and losses on monetary assets, which were
recognized in profit or loss. Transaction costs incurred to acquire available-for-sale financial instruments
are included in the underlying balance. When the investment was disposed of or was determined to be
impaired, the cumulative gain or loss previously accumulated in other comprehensive income was
reclassified to profit or loss.
Dividends on AFS equity instruments are recognized in profit or loss when the Company’s right to receive
the dividends is established.
12
The fair value of AFS monetary assets denominated in a foreign currency is determined in that foreign
currency and translated at the spot rate at the end of the reporting period. The foreign currency translation
gains and losses that are recognized in profit or loss are determined based on the amortized cost of the
monetary asset. Other foreign currency translation gains and losses are recognized in other comprehensive
loss.
Loans and receivables
Amounts receivable, and long-term loans receivable that have fixed or determinable payments that are not
quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at
amortized cost using the effective-interest method, less any impairment. Interest income is recognized by
applying the effective-interest rate, except for short-term receivables when the recognition of interest would
be immaterial. Transaction costs incurred to acquire loans and receivables financial instruments are
included in the underlying balance.
Impairment of financial assets

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each
reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a
result of one or more events that occurred after the initial recognition of the financial asset, the estimated
future cash flows of the investment have been affected.
For listed and unlisted equity investments classified as AFS, a significant or prolonged decline in the fair
value of the security below its cost is considered to be objective evidence of impairment.
For all other financial assets classified as AFS, objective evidence of impairment could include:
 significant financial difficulty of the issuer or counterparty;

 default or delinquency in interest or principal payments; or
 it becoming probable that the borrower will enter bankruptcy or financial re-organization.
For certain categories of financial assets, such as amounts receivables, assets that are assessed not to be
impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of
impairment for a portfolio of receivables could include the Company’s past experience of collecting
payments, an increase in the number of delayed payments in the portfolio past the average credit period of
60 days, as well as observable changes in national or local economic conditions that correlate with default
on receivables.
For financial assets carried at amortized cost, the amount of the impairment loss recognized is the
difference between the asset’s carrying and the present value of estimated future cash flows, discounted at
the financial asset’s original effective-interest rate.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets
with the exception of amounts receivable, where the carrying amount is reduced through the use of an
allowance account. When an amount receivable is considered uncollectible, it is written off against the
allowance account. Subsequent recoveries of amounts previously written off are credited against the
allowance account. Changes in the carrying amount of the allowance account are recognized in profit or
loss.
When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognized
in other comprehensive loss are reclassified to profit or loss for the period.
13
With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment loss
decreases and the decrease can be related objectively to an event occurring after the impairment was
recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that
the carrying amount of the investment at the date the impairment is reversed does not exceed what the
amortized cost would have been had the impairment not been recognized.
In respect of AFS equity securities, impairment losses previously recognized in profit or loss are not
reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in
other comprehensive income.
De-recognition of financial assets

The Company de-recognizes a financial asset only when the contractual rights to the cash flows from the
asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership
of the asset to another entity. If the Company neither transfers nor retains substantially all the risks and
rewards of ownership and continues to control the transferred asset, the Company recognizes its retained
interest in the asset and an associated liability for amounts it may have to pay. If the Company retains
substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues
to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.
Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the
substance of the contractual arrangement.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds
received, net of direct issue costs.
Financial liabilities
Financial liabilities are classified as either financial liabilities 'at FVTPL' or 'other financial liabilities'.
Other financial liabilities measured at amortized cost

Other financial liabilities are initially measured at fair value, net of transaction costs.
Other financial liabilities are subsequently measured at amortized cost using the effective- interest method,
with interest expense recognized on an effective-yield basis. The effective- interest method is a method of
calculating the amortized cost of a financial liability and of allocating interest expense over the relevant
period. The effective-interest rate is the rate that exactly discounts estimated future cash payments through
the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying
amount on initial recognition.
De-recognition of financial liabilities

The Company de-recognizes financial liabilities when, and only when, the Company's obligations are
discharged, cancelled or they expire.
(h) Use of estimates and judgments
The preparation of financial statements requires management to make judgments, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results could differ from these estimates.
14
Key areas of estimation, where management has made difficult, complex or subjective judgments, often as
a result of matters that are inherently uncertain are as follows:
i. Income taxes
Income tax liabilities must be estimated for the Company, including an assessment of temporary
differences. Any temporary differences will generally result in the recognition of deferred tax
assets and liabilities in the consolidated statements of financial position. Management judgment is
required for the calculation of deferred taxes as well as associated valuation allowances.
ii. Impairment of non-financial assets
The impairment test on a cash-generating unit is carried out by comparing the carrying amount of
a cash-generating unit to its recoverable amount. The recoverable amount of a cash-generating unit
is the higher of fair value, less costs of disposal, and its value in use. This complex valuation
process entails the use of methods such as the discounted cash-flow method which uses
assumptions to estimate cash flows. The recoverable amount depends significantly on the discount
rate used in the discounted cash-flow model as well as the expected future cash flows and the
growth rate used for the extrapolation.
iii. Provisions
Considerable judgment is used in measuring and recognizing provisions and the exposure to
contingent liabilities. Judgment is necessary to determine the likelihood that a pending litigation
or other claim will succeed, or a liability will arise and to quantify the possible range of the final
settlement.
iv. Impairment of available-for-sale investments

A financial asset not carried at fair value through profit or loss is assessed at each reporting date
to determine whether there is objective evidence that it is impaired. A financial asset is impaired
if objective evidence indicates that a loss event has occurred after the initial recognition of the
asset, and that the loss event had a negative effect on the estimated future cash flows of that asset
that can be estimated reliably.
For equity instruments in quoted companies that are classified as available for sale, the Company
exercises significant judgment to determine when the investment is impaired. In making this
judgment, the Company evaluates, among other factors, whether there is a significant or
prolonged decline in the fair value of the investment. Impairment losses on available-for-sale
investment securities are recognized by transferring the cumulative loss that has been recognized
in other comprehensive income, and presented in the fair value reserve in equity, to profit or loss.
The amount of the cumulative loss that is recognized in profit or loss is the difference between
the acquisition cost and current fair value, less any impairment loss on that financial asset
previously recognized in profit or loss.
(i) Financing costs
Professional, consulting, regulatory, agency, and other costs directly attributable to financing transactions
are recorded as deferred financing costs until the financing transactions are completed, if the completion of
the transaction is considered likely at which time the costs will be charged against the proceeds received;
otherwise they are expensed as incurred. Deferred financing costs related to financing transactions that are
not completed are charged to expenses.
(j) Share issuance costs
Costs incurred in connection with the issuance of capital stock are netted against the proceeds received.
15
(k) Cash and cash equivalents
Cash and cash equivalents consist primarily of cash on account, money market funds and other highly
liquid interest-bearing instruments with original maturities of three months or less.
(l) Recent accounting pronouncements
Certain new standards, interpretations, amendments and improvements to existing standards were issued by
the IASB. The standards that are applicable to the Company are as follows:
IFRS 9 – Financial Instruments (“IFRS 9”) was issued by the IASB in November 2009 with additions in
November 2013 and July 2014 and is to replace IAS 39 Financial Instruments: Recognition and
Measurement (“IAS 39”). IFRS 9 uses a single approach to determine whether a financial asset is measured
at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on
how an entity manages its financial instruments in the context of its business model and the contractual
cash flow characteristics of the financial assets. Most of the requirements in IAS 39 for classification and
measurement of financial liabilities were carried forward unchanged to IFRS 9, except that an entity
choosing to measure a financial liability at fair value will present the portion of any change in its fair value
due to changes in the entity’s own credit risk in other comprehensive income, rather than within profit or
loss. The new standard also requires a single impairment method to be used, replacing the multiple
impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on or after January 1,
2018. The Company has not yet determined the impact of the amendments on the Company’s financial
statements.
IFRS 10 – Consolidated Financial Statements (“IFRS 10”) and IAS 28 – Investments in Associates and
Joint Ventures (“IAS 28”) were amended in September 2014 to address a conflict between the requirements
of IAS 28 and IFRS 10 and clarify that in a transaction involving an associate or joint venture, the extent of
gain or loss recognition depends on whether the assets sold or contributed constitute a business. The
effective date of these amendments is yet to be determined, however early adoption is permitted. No
implementation date has been set.
IFRS 15 – Revenue from Contracts with Customers (“IFRS 15”). In May 2014, the IASB issued IFRS 15,
Revenue from Contracts with Customers. IFRS 15 specifies how and when to recognize revenue as well as
requires entities to provide users of financial statements with more informative, relevant disclosures. The
standard supersedes IAS 18, Revenue, IAS 11, Construction Contracts, and a number of revenue-related
interpretations. Application of the standard is mandatory for all IFRS reporters and it applies to nearly all
contracts with customers: the main exceptions are leases, financial instruments and insurance contracts.
IFRS 15 must be applied in an entity’s first annual IFRS financial statements for periods beginning on or
after January 1, 2018. Application of the standard is mandatory and early adoption is permitted. The
Company has not yet determined the impact of the amendments on the Company’s financial statements.
IFRS 16 Leases (“IFRS 16”), was issued in January 2016 and it replaces IAS 17 Leases. IFRS 16 requires
entities to recognize lease assets and lease obligations on the balance sheet. IFRS 16 eliminates the
classification of leases as either operating leases or finance leases for a lessee. Instead leases are
“capitalized” by recognizing the present value of the lease payments and showing them either as lease
assets (right-of-use assets) or together with property, plant and equipment. If lease payments are made over
time, a company also recognizes a financial liability representing its obligations to make future lease
payments. IFRS 16 is effective for fiscal periods beginning on or after January 1, 2019. The Company has
not yet determined the impact of the amendments on the Company’s financial statements.
16
IAS 7 – Statement of Cash Flows was amended in January 2016. Effective from annual periods beginning
on or after January 1, 2017, an entity shall provide disclosures that enable users of financial statements to
evaluate changes in liabilities arising from financing activities, including both changes arising from cash
flows and non-cash changes. The Company does not anticipate the amendment will have significant
impact on the Company’s financial statements.
The Company’s capital consists of its share capital, contributed surplus and deficit. The Company’s objectives
in managing its capital are to ensure sufficient liquidity to pursue its strategy of organic growth combined with
strategic acquisitions, to ensure externally imposed capital requirements relating to its credit facilities are being
met, and to provide returns to its shareholders.
The Board of Directors reviews and approves all material transactions out of the ordinary course of business,
including proposals on acquisitions or other major investments or divestitures, as well as capital and operating
budgets.
Management reviews its capital management approach on an ongoing basis and believes that this approach,
given the relative size of the Company, is reasonable. There were no changes in the Company's approach to
capital management for the year ended December 31, 2016. The Company’s capital at December 31, 2016 was
a deficiency of $186,000 compared with deficiency of $112,000 at December 31, 2015.
6. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company held the following financial instruments as at December 31, 2016 and December 31, 2015 (stated
in thousands):
2016 2015
Fair value through profit and loss, measured at fair value:

Cash $ 1 $ 3
Investments $ - $ 10
Loans and receivables, measured at amortized cost:
Amounts receivable $ 3 $ 11
Financial liabilities, measured at amortized cost:
Accounts payable and accrued liabilities $ 190 $ 142
The Company's financial risk exposures and their impact on the Company's financial instruments are
summarized below:
(a) Fair value of financial instruments
The estimated fair value of the Company’s financial instruments has been determined based on the Company’s
assessment of available market information and appropriate valuation methodologies. However, these estimates
may not necessarily be indicative of the amounts that the Company could realize in a current market exchange.
At December 31, 2016 and December 31, 2015, the Company’s financial instruments are primarily comprised
of cash, amounts receivable, investments, and accounts payable and accrued liabilities. The carrying values of
these items approximate their fair values due to the relatively short-term expected maturities of these
instruments and/or the short term that has passed from inception of these instruments. Investments are classified
as FVTPL (note 6).
17
At December 31, 2016 and December 31, 2015, the Company’s financial instruments that are measured at fair
value, consisting of cash and restricted cash are classified as Level 1. The investments at FVPTL had been
classified as Level 1 within the fair-value hierarchy.
The following table summarizes the financial instruments classified as Level 1 (stated in thousands):
2016 2015
Cash $ 1 $ 3
Financial assets at FVTPL $ - $ 10
(b) Credit risk
Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a
financial instrument. The Company’s credit risk is attributable to cash and amounts receivable. The
allowance for doubtful accounts was $nil as at December 31, 2016 and December 31, 2015.
(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become
due.
The Company's approach to managing liquidity risk is to attempt to ensure that it will have access to
sufficient liquidity to meet liabilities as they become due. As at December 31, 2016, the Company had
cash of $1,000 (December 31, 2015 - $3,000) and amounts receivable of $3,000 (December 31, 2015 -
$11,000) available to settle current liabilities of $190,000 (December 31, 2015 - $142,000). All of the
Company's current liabilities have contractual maturities of 30 days and are subject to normal trade terms.
The following tables summarize the carrying amount and the contractual maturities of both the interest
and principal portion of significant financial liabilities (stated in thousands):
Contractual cash flow maturities

3 years
Carrying Within 1 year to and
As at December 31, 2016 amount Total 1 year 3 years beyond
Accounts payable and accrued liabilities $ 190 $ 190 $ 190 $ - $ -
Contractual cash flow maturities

3 years
Carrying Within 1 year to and
As at December 31, 2015 amount Total 1 year 3 years beyond
Accounts payable and accrued liabilities $ 142 $ 142 $ 142 $ - $ -
There is significant risk that the Company will not be able to meet all of its obligations as they come due
(note 2).
18
7. INVESTMENTS
Investments were comprised as follows (table stated in thousands):
2016 2015
Caracara Siliver Inc. ("Caracara") $ - $ 10
-2,116,451 common shares

$ - $ 10
The investment in Caracara was classified as FVTPL. On March 13, 2016 the Company sold all the shares of
Caracara at $0.01 per share and recognized a gain of $10,000 (2015- $nil) in the consolidated statements of loss
and comprehensive loss.
8. SHARE CAPITAL
The Company has an unlimited number of authorized common shares, of which 472,204,149 are issued and
outstanding.
9. SUPPLEMENTAL CASH FLOW INFORMATION
Change in non-cash working capital items (stated in thousands):

2016 2015
Amounts receivable $ 8 $ 107
Deposit and prepaid expenses 6 $ 8
Accounts payable and accrued liabilities 48 $ (38)
$ 62 $ 77
Interest paid during the year ended December 31, 2016 was $nil (2015- $nil).
Related party transactions are as follows:
(a) In the year ended December 31, 2016, the Company incurred $12,000 (2015- $nil) in corporate services
with a firm in which a former officer of the Company is the president and are included in the corporate
administration expenses in the statements of loss and comprehensive loss. Included in accounts payable and
accrued liabilities at December 31, 2016 was $12,000 (2015 - $2,000) owing to the firm.
(b) In the year ended December 31, 2016, the Company incurred $nil (2015- $47,000) in compensation to
executive officers, included under corporate administration expenses in the statement of loss and
comprehensive loss. Directors fees for the year were $nil (2015- $24,000) in compensation and are
included in the corporate administration expenses in the statement of loss and comprehensive loss. Included
in accounts payable and accrued liabilities at December 31, 2016 was $8,000 in compensation (2015 -
$8,000).
19
11. INCOME TAXES
(a) Provision for income taxes
The items causing the Company's income tax expense to differ from the Canadian combined federal and
provincial statutory rate of 26.50% (2015- 26.50%) were (stated in thousands):
2016 2015
Loss before income taxes $ 74 $ 272
Expected income tax recovery at statutory rates $ 20 $ 72

Adjustments resulting from:
Income tax benefits not recognized (20) (70)
Other - (2)
$ - $ -
(b) Tax losses
The Company has non-capital losses in Canada, available for deduction against future taxable income, in
the amount of $978,000 which expire as follows (stated in thousands):
Expiry year Amount

2034 $ 629
2035 265
2036 84
$ 978
(c) Unrecognized deferred taxes
The Company's unrecognized deferred tax assets are as follows (stated in thousands):
2016 2015
Non-capital losses carry forward $ 259 $ 236
Less deferred tax assets not recognized (259) (236)
$ - $ -
The Company has not recorded a deferred tax asset related to these carry forward losses as it is not probable that
future taxable income will be available against which these unused tax attributes can be utilized.
20
12. SUBSEQUENT EVENTS
(a) Share consolidation
On March 22, 2017 the Company completed a consolidation of its common shares on a 75 for 1 basis. After
the consolidation the Company has 6,296,056 issued and outstanding common shares.
(b) Credit facility
On April 7, 2017 the Company entered into a credit facility (the “Credit Facility”) with an arm’s length
lender for up to $250,000. Under the terms of the Credit Facility, the Company was required to pay the
lender a commitment fee of $5,000. The Credit Facility bears interest at a rate of 10% per annum and is due
on April 7, 2018. The Credit Facility is secured by all the present and after-acquired assets of the Company.
In consideration of the granting of the Credit Facility the Company issued 240,000 common shares to the
lender. These shares are subject to a hold period and are to become freely tradeable on August 22, 2017.
21
APPENDIX E
DIONYMED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD FROM
MARCH 1, 2018 TO JULY 31, 2018
[See attached.]
E-1



For the Period from March 1, 2018 to July 31, 2018

(Expressed in U.S. Dollars)

Management’s Responsibility for Financial Reporting

To the Shareholders of DionyMed Holdings Inc.:

The accompanying financial statements in this annual report were prepared by management of
DionyMed Holdings Inc. (“the Company”), and were reviewed and approved by the Board of Directors
of DionyMed Holdings Inc.

Management is responsible for the financial statements and believes that they fairly present the
Company’s financial condition and results of operation in conformity with International Financial
Reporting Standards. Management has included in the Company’s financial statements amounts
based on estimates and judgments that it believes are reasonable, under the circumstances.

To discharge its responsibilities for financial reporting and safeguarding of assets, management
believes that it has established appropriate systems of internal accounting control which provide
reasonable assurance that the financial records are reliable and form a proper basis for the timely and
accurate preparation of financial statements. Consistent with the concept of reasonable assurance,
the Company recognizes that the relative cost of maintaining these controls should not exceed their
expected benefits. Management further assures the quality of the financial records through careful
selection and training of personnel and through the adoption and communication of financial and
other relevant policies.

These financial statements have been audited by the Company’s auditor, Macias Gini & O’Connell LLP,
and their report is presented herein.

“Edward Fields” “Peter Kampian”
Chief Executive Officer and Chairman Chief Financial Officer

INDEPENDENT AUDITOR’S REPORT
To the Board of Directors of

We have audited the accompanying financial statements of DionyMed Holdings Inc. (the “Company”),
which comprise the statement of financial position as at July 31, 2018, and the statements of loss and
comprehensive loss, changes in shareholders’ equity and cash flows for the period from March 1, 2018 to
July 31, 2018, and the related notes, which comprise a summary of significant accounting policies and other
explanatory information.

Management is responsible for the preparation and fair presentation of these financial statements in
accordance with International Financial Reporting Standards, and for such internal control as management
determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit in accordance with Canadian generally accepted auditing standards. Those standards require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment
of the risks of material misstatement of the financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair
presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal
control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a
basis for our audit opinion.
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of
DionyMed Holdings Inc. at July 31, 2018, and its financial performance and its cash flows for the period
from March 1, 2018 to July 31, 2018 in accordance with International Financial Reporting Standards.
Emphasis of matter
Without qualifying our opinion, we draw attention to note 2 of the financial statements which describe
matters and conditions that indicate the existent of material uncertainties that may cast significant doubt
about DionyMed Holdings Inc.’s ability to continue as a going concern.
San Francisco, California

October 13, 2018

Macias Gini & O’Connell LLP
101 California Street, Suite 1225
San Francisco, CA 94111 www.mgocpa.com
Consolidated Statement of Financial Position
As of July 31, 2018

Note

Assets
Current Assets
Cash $ 1,571,980
Accounts Receivables 5 1,823,557
Inventories 6 527,597
Prepaid Expenses 65,886
3,989,020
Non‐Current Assets
Security Deposits $ 256,028
Property and Equipment 7 664,848
Intangible Assets 8 12,723,629
Goodwill 8 25,466,080
Total Assets $ 43,099,605

Liabilities and Equity
Current Liabilities
Accounts Payable and Accrued Liabilities 16 $ 3,075,499
Excise and Cultivation Taxes Payable 16 951,726
Financial Liabilities ‐ Rise Brands, Inc 4,16 4,684,000
Due to Rise Brands, Inc 16 215,236
Due to Shareholders 9 415,341
$ 9,341,802
Non‐Current Liabilities
Convertible Debentures 14 $ 9,656,603
Royalty Debt 13 1,494,501
Total Liabilities $ 20,492,906

Equity
Share Capital 10 $ 31,211,953
Foreign Currency Translation Reserve (105,082)
Accumulated Deficit (8,500,172)
Total Equity 22,606,699
Total Liabilities and Shareholders' Equity $ 43,099,605

Nature of Operations (Note 1)
Going Concern (Note 2)
Commitment and Contingencies (Note 11)
Subsequent Events (Note 18)

Approved and Authorized on behalf of the Board on
October 13, 2018:
The accompanying notes are an integral part of these consolidated financial statements

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Consolidated Statement of Loss and Comprehensive Loss

Note
Revenue $ 2,470,188

Direct Costs 2,037,423
Gross Profit 432,765

Other Expenses
Sales and Marketing Expenses 377,398
Wages and Salaries 2,456,905
Share‐Based Compensation 10 102,513
Legal and Professional Fees 1,384,411
Financing Costs 14 473,987
Royalties 13 123,173
Administrative and Other Expenses 15 3,561,747

Total Other Expenses 8,480,134

Net Loss $ (8,047,369)
Other Comprehensive Loss
Foreign Exchange Loss on Translation (115,580)

Comprehensive Loss $ (8,162,949)

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Consolidated Statement of Changes in Shareholders’
Equity
As of July 31, 2018

Number of Number of
Number of Shares (Series Shares (Series Accumulated Other
Shares A Convertible F Convertible Option Comprehensive Accumulated Shareholders'
Note (Common) Preferred) Preferred) Share Capital Warrants Reserves Income (Loss) Deficit Equity

Balance ‐ January 11, 2018 ‐ ‐ ‐ $ $ $ $ $
Share Exchange and Contribution with

DionyMed, Inc 116,666 ‐ 2 98,888 ‐ ‐ ‐ 98,888
Share Exchange and Contribution with

Herban, Inc ‐ ‐ 6,596 25,747,522 ‐ ‐ ‐ 25,747,522

Share‐Based Compensation ‐ ‐ ‐ ‐ 57,975 ‐ ‐ 57,975

Other Comprehensive Gain ‐ ‐ ‐ ‐ ‐ 10,498 ‐ 10,498

Net Loss ‐ ‐ ‐ ‐ ‐ ‐ (452,802) (452,802)

Balance ‐ February 28, 2018 116,666 ‐ 6,598 25,846,410 ‐ 57,975 10,498 (452,802) 25,462,081

Series A Private Placement 10,14 1,768,598 1,289 ‐ 1,481,379 1,481,379
Convertible Promissory Note (Including

Accrued Interest) Conversion 14 1,114,446 30,064 3,217,149 3,217,149
Common Share Issued to Settle Shareholder

Payable 10 560,000 439,513 439,513
Warrants Issued with Grenville Royalty

Purchase Agreements 13 67,013 67,013

Share‐Based Compensation 10 102,513 102,513

Other Comprehensive Loss (115,580) (115,580)

Net Loss (8,047,369) (8,047,369)

Balance ‐ July 31, 2018 3,559,710 31,353 6,598 $30,984,451 $ 67,013 $ 160,488 $(105,082) $(8,500,171) $22,606,699
6 | P a g e
Consolidated Statement of Cash Flow


Operating Activities
Net Loss for the Period $ (8,047,369)
Adjustment for Non‐Cash Items:
Depreciation and Amortization 439,448
Share‐Based Compensation 102,513
Interest Expense 163,920
Accrued Royalty Buyout Loss 122,178
Writedown of Inventory 607,780
Accounts Receivable forgiven from Rise 245,125
Foreign Exchange (Gain) (65,639)
Change in Non‐Cash Working Capital Items:
Accounts Receivables (1,503,298)
Other Current Assets (14,045)
Security Deposits (233,087)
Inventories 74,435
Accounts Payable and Accrued Liabilities 185,635
Other Current Liabilities 892,464
Expenses Paid by Rise Brands, Inc net of cash collected on the Company's behalf 215,236
Net Cash (Used in) Operating Activities (6,623,368)

Purchase of Fixed Assets (567,254)
Advance to JDK Holdings, Inc before Acquisition (655,213)
Purchase of Assets from Rise Brands, Inc (3,215,000)
Net Cash (Used in) Investing Activities (4,437,467)

Proceeds from Grenville Royalty Financing 1,474,396
Grenville Royalty Financing Costs (20,127)
Due to Shareholders (19,291)
Proceeds from Convertible Debenture Financing 9,656,603
Proceeds from Issuance of Shares as part of Series A Round of Financing 1,481,379
Net Cash Provided By Financing Activities 12,572,960

Net Increase in Cash 1,512,126
Cash, Beginning of Period 133,117
Effect of movements in exchange rates on cash held (73,263)
Cash, End of Period $ 1,571,980
Other Non‐Cash Investing and Financing Activities
Assets Acquired from Rise Brands, Inc, Net of Cash Acquired
Identifiable Intangible Assets $ 7,887,000
Goodwill 889,591
Financial Liability ‐ Rise Brands, Inc (4,684,000)
Liability Assumed (632,466)
$ 3,460,125

Convertible Promissory Note Conversion Including Accrued Interest $ 3,217,149

Warrants Issued Related to Royalty Debt $ 67,013

Working Capital Note Settled with Shares $ 439,513

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Notes to the Consolidated Financial Statements

(Expressed in U.S. Dollars, unless stated otherwise)

1. NATURE OF OPERATIONS
DionyMed Holdings Inc. (“DionyMed Holdings” or the “Company”) was incorporated in Ontario, Canada, on January 11, 2018.
The Company’s principal activity is to brand, manufacture and distribute cannabis products within the State of California. The
Company is currently licensed under the laws of the State of California to produce and sell medicinal and adult‐use cannabis
products within such state.
In addition to the State of California listed above the Company also conducts pre‐licensing activities in other markets including
Oregon, Massachusetts, New Jersey, Nevada, and Illinois. In these markets, the Company has either applied for licenses, or plans
on applying for licenses, but does not currently own any cultivation, production or retail licenses.
The Company’s registered office is located at 40 King St W #2100, Toronto, ON M5H 3C2.
2. Basis of Preparation
Statement of Compliance
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
(“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial
Reporting Interpretations Committee, effective for the Company’s reporting for the period ended July 31, 2018.
These consolidated financial statements were approved by the Board of Directors on October 13, 2018.
Going Concern
These consolidated financial statements have been prepared under the assumption that the Company will be able to realize its
assets and discharge its liabilities in the normal course of business. The Company’s ability to continue in the normal course of
operations is dependent on its ability to raise financing sufficient to maintain operations and there are no assurances that the
Company will be successful in achieving this goal. For the period ended July 31, 2018, the Company reported a net loss of
$8,047,369, operating cash outflows of $6,623,368 and, as of that date, an accumulated deficit amounting to $8,500,172. These
material circumstances cast significant doubt on the Company’s ability to continue as a going concern and ultimately on the
appropriateness of the use of the accounting principles applicable to a going concern. These consolidated financial statements
do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company
be unable to continue as a going concern. The Company continues to have access to equity and debt financing from private
markets, but there are no guarantees that such financing would be available.
Basis of Measurement
These consolidated financial statements have been prepared on the going concern basis, under the historical cost basis except
for certain financial instruments, which are measured at fair value. Historical cost is generally based upon the fair value of the
consideration given in exchange for assets. The expenses within the statements of operations are presented by function.
Functional and Presentation Currency
The functional currency of DionyMed Holdings and DionyMed is the Canadian dollar and the functional currency of Herban is the
United States (U.S.) dollar. These consolidated financial statements are presented in U.S. dollars.
8 | P a g e



Basis of Consolidation
These consolidated financial statements include the financial information of the Company and its subsidiaries. The accounts of
subsidiaries are prepared for the same reporting period using consistent accounting policies. Intercompany transactions, balances
and unrealized gains or losses on transactions are eliminated. The Company’s subsidiaries and its interests in each are presented
below:
Subsidiaries Jurisdictions Interest

DionyMed, Inc (“DionyMed”) Ontario, Canada 100%
Herban Industries, Inc (“Herban”) Delaware, USA 100%
Herban Industries CA LLC (“Herban CA”) California, USA 100%
Herban Industries OR LLC (“Herban OR”) Oregon, USA 100%
Herban Industries NJ LLC (“Herban NJ”) New Jersey, USA 100%

Business Combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The Company measures goodwill as
the fair value of the consideration transferred, including the recognized amount of any non‐controlling interest in the acquiree,
less the net recognized amount of the identifiable assets and liabilities assumed, all measured as of the acquisition date. Any
excess of the fair value of the net assets acquired over the assumed consideration paid is a gain on business acquisition and is
recognized as a gain in the Statement of Loss. The Company elects on a transaction‐by‐transaction basis whether to measure
non‐controlling interest at its fair value or at its proportionate share of the recognized amount of the identifiable net assets, at
the acquisition date.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Company incurs in connection
with a business combination, are expensed as incurred.
Business Combinations – Common Control
IFRS provides no guidance on common control transactions and, as such, the Company has elected as an accounting policy to
adopt the acquisition method as described in IFRS 3 in connection with the common control transactions discussed in Note 4.
3. Significant Accounting Policies
Critical Accounting Estimate and Judgement
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on
an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any
future periods affected. Significant judgments, estimates and assumptions that have the most significant effect on the amounts
recognized in the consolidated financial statements are described below:
Estimated useful lives and depreciation and amortization of property, plant and equipment and intangible assets
Depreciation and amortization of property, plant and equipment and intangible assets are dependent upon estimates of useful
lives, which are determined through the exercise of judgment. The assessment of any impairment of these assets is dependent
upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful
lives of assets.
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Share‐based compensation
In calculating the share‐based compensation expense, key estimates such as the rate of forfeiture of options granted, the
expected life of the option, the volatility of the Company’s stock price and the risk free interest rate are used.
Fair value measurements
Certain of the Company’s assets and liabilities are measured at fair value. In estimating fair value, the Company uses market‐
observable data to the extent it is available. In certain cases where Level 1 inputs are not available, the Company will engage
third party qualified valuers to perform the valuation.
In a business combination, all identifiable assets, liabilities and contingent liabilities acquired are recorded at their fair values.
One of the most significant estimates relates to the determination of the fair value of these assets and liabilities. Contingent
consideration is measured at its acquisition‐date fair value and included as part of the consideration transferred in a business
combination. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its
subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is
remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and
Contingent Assets, as appropriate, with the corresponding gain or loss being recognized in profit or loss. For any intangible
asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent
valuation expert or management may develop the fair value, using appropriate valuation techniques, which are generally based
on a forecast of the total expected future net cash flows. The evaluations are linked closely to the assumptions made by
management regarding the future performance of the assets concerned and any changes in the discount rate applied.
Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process.
Where provisional values are used in accounting for a business combination, they may be adjusted retrospectively in
subsequent periods. However, the measurement period will last for one year from the acquisition date.
Information about the valuation techniques and inputs used in determining the fair value of financial assets and liabilities are
disclosed in Note 16.
Judgment is used in determining whether an acquisition is a business combination or an asset acquisition. Judgement is also
required to assess whether the amounts paid on achievement of milestones represents contingent consideration or
compensation for post‐acquisition services. Judgment is also required to assess whether contingent consideration should be
classified as equity or a liability. Contingent consideration that is classified as equity is not remeasured at subsequent reporting
dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as a liability is
Contingent Assets, as appropriate, with the corresponding gain or loss being recognized in profit or loss.
Business combinations are accounted in accordance with IFRS 3. IFRS provides no guidance on common control transactions
and, as such, the Company has elected as an accounting policy to adopt the acquisition method as described in IFRS 3 in
connection with the common control transactions.
Accounting Policies
Cash
Cash includes cash deposits in financial institutions and cash held at distribution locations.
Inventories
Inventories purchased from third parties, which include work in process, finished goods, and packaging and supplies, are valued
at the lower of cost and net realizable value. Cost is determined using the weighted average costing method. Net realizable
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value is the estimated selling price in the ordinary course of business, less the estimated costs to sell. The Company reviews
inventories for obsolete, redundant and slow moving goods and any such inventories identified are written down to net
realizable value.
Property and equipment
Property and equipment is stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures that
materially increase the life of the assets are capitalized. Ordinary repairs and maintenance are expensed as incurred.
Depreciation is calculated on a straight‐line basis over the estimated useful life of the asset using the following terms and
methods:
Vehicles 5 Years
Furniture and Fixtures 5 – 7 Years
Computer Equipment and Software 5 Years
Shorter of Estimated Useful Life or
Leasehold Improvements Length of Lease
Assets Under Construction Not Depreciated

The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year and adjusted
prospectively if appropriate. An item of equipment is derecognized upon disposal or when no future economic benefits are
expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net
disposal proceeds and the carrying value of the asset) is included in the Consolidated Statements of Operations in the year the
asset is derecognized.
Leased assets
A lease of property and equipment is classified as an operating lease whenever the terms of the lease do not transfer
substantially all of the risks and rewards of ownership to the lessee. Lease payments are recognized as an expense on a straight‐
line basis over the lease term, except where another systematic basis is more representative of the time pattern in which the
economic benefits are consumed.
Intangible assets
Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired
in a business combination are measured at fair value at the acquisition date. Amortization is recorded on a straight‐line basis
over their estimated useful lives, which do not exceed the contractual period, if any. Intangible assets with indefinite useful
lives are not subject to amortization. Such assets are tested annually for impairment, or more frequently, if events or changes in
circumstances indicate that they might be impaired. The estimated useful lives, residual values, and amortization methods are
reviewed at each year‐end, and any changes in estimates are accounted for prospectively. At February 28, 2018, the Company
did not recognize any impairment losses.
Customer relationships and market‐related intangible assets are measured at fair value at the time of acquisition and are
amortized on a straight‐line basis over a period of seven and ten years, respectively.
Goodwill
Goodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible
and intangible assets acquired. Goodwill is allocated to the cash‐generating unit (“CGU”) or CGUs which are expected to benefit
from the synergies of the combination.
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Goodwill that has an indefinite useful life is not subject to amortization and is tested annually for impairment, or more
frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Impairment is determined for goodwill by assessing if the carrying value of a CGU, including the allocated goodwill, exceeds its
recoverable amount determined as the greater of the estimated fair value less costs to sell and the value in use. Impairment
losses recognized in respect of a CGU are first allocated to the carrying value of goodwill and any excess is allocated to the
carrying amount of assets in the CGU.
Any goodwill impairment loss is recognized in the Consolidated Statements of Loss in the period in which the impairment is
identified. Impairment losses on goodwill are not subsequently reversed. At July 31, 2018, the Company assessed various
indicators and determined that impairment change was not necessary and no further analysis was required.
Finite‐lived and indefinite‐lived intangible assets
Finite‐lived intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses.
Amortization is provided on a straight‐line basis over the following terms:
Customer Relationship 7 Years
Market Related Intangible Assets 10 Years
California Cannabis Licenses 0.3 Years
Software 5 Years

The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any
changes in estimate being accounted for on a prospective basis.
Intangible assets with indefinite useful lives are comprised of acquired product rights and brand name which are carried at cost
less accumulated impairment losses.
Impairment of long‐lived assets
Long‐lived assets, including property, plant and equipment and intangible assets are reviewed for impairment at each
statement of financial position date or whenever events or changes in circumstances indicate that the carrying amount of an
asset exceeds its recoverable amount. For the purpose of impairment testing, assets that cannot be tested individually are
grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely
independent of the cash inflows of other assets or groups of assets (the cash‐generating unit, or "CGU"). The recoverable
amount of an asset or a CGU is the higher of its fair value, less costs to sell, and its value in use. If the carrying amount of an
asset exceeds its recoverable amount, an impairment charge is recognized immediately in profit or loss equal to the amount by
which the carrying amount exceeds the recoverable amount. Where an impairment loss subsequently reverses, the carrying
amount of the asset is increased to the lesser of the revised estimate of recoverable amount, and the carrying amount that
would have been recorded had no impairment loss been recognized previously.
Revenue recognition
Revenue is recognized at the fair value of consideration received or receivable net of discounts, rebates, and allowances.
Revenue from the sale of goods is recognized when all the following conditions have been satisfied, which are generally met
once the products are delivered to and accepted by customers:
 The Company has transferred the significant risks and rewards of ownership of the goods to the customer;
 The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor
effective control over the goods sold;
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 The amount of revenue can be measured reliably;
 It is probable that the economic benefits associated with the transaction will flow to the customer; and
 The costs incurred or to be incurred in respect of the transaction can be measured reliably.
Share‐based payments
The stock option plan allows Company employees and consultants to acquire shares of the Company. The fair value of options
granted is recognized as a share‐based payment expense with a corresponding increase in share capital. An individual is
classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services
similar to those performed by a direct employee. Consideration paid on the exercise of stock options is credited to share capital
and the fair value of the options is reclassified from reserves to share capital.
In situations where equity instruments are issued to non‐employees and some or all of the services received by the entity as
consideration cannot be specifically identified, they are all measured at the fair value of the share‐based payment; otherwise,
share‐based payment is measured at the fair value of the services received.
The fair value is measured at grant date and each tranche is recognized over the period during which the options vest. The fair
value of the options granted is measured using the BlackScholes option pricing model taking into account the terms and
conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an
expense is adjusted to reflect the number of stock options that are expected to vest.
Share‐based payment arrangements in which the Company receives goods or services as consideration for its own equity
instruments are accounted for as equity‐settled share‐based payment reserve transactions.
Related party transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise
significant influence over the other party in making financial and operating decisions. Related parties may be individuals or
corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or
obligations between related parties.
Income taxes
The Company uses the liability method to account for income taxes. Deferred income tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities for
accounting purposes, and their respective tax bases. Deferred income tax assets and liabilities are measured using tax rates that
have been enacted or substantively enacted applied to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in statutory tax rates is
recognized in profit or loss in the year of change. Deferred income tax assets are recorded when their recoverability is
considered probable and are reviewed at the end of each reporting period.
Financial Instruments
Financial Assets
All financial assets (including assets designated at fair value through profit or loss) are recognized initially on the date at which
the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial asset
when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash
flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset
are transferred.
The Company classifies its financial assets as financial assets at fair value through profit or loss or loans and receivables. A
financial asset is classified at fair value through profit or loss if it is classified as held for trading or is designated as such upon
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initial recognition. Financial assets at fair value through profit or loss are measured at fair value, and changes therein are
recognized in profit or loss.
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such
assets are recognized initially at fair value. Subsequent to initial recognition loans and receivables are measured at amortized
cost using the effective interest method, less any impairment losses.
Impairment of Financial Assets
Financial assets, other than those classified at fair value through profit or loss, are assessed for indicators of impairment at the
end of each reporting period or whenever circumstances dictate. Financial assets are considered to be impaired when there is
objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the
estimated future cash flows of the investment have been affected.
Financial Liabilities
All financial liabilities (including liabilities designated at fair value through profit or loss) are recognized initially on the date at
which the Company becomes a party to the contractual provisions of the instrument. The Company derecognizes a financial
liability when its contractual obligations are discharged, cancelled, or expire.
The Company classifies its financial liabilities as either financial liabilities at fair value through profit or loss or other liabilities.
Subsequent to initial recognition other liabilities are measured at amortized cost using the effective interest method. Financial
liabilities at fair value are stated at fair value with changes being recognized in the consolidated statement of loss.
Classification of Financial Instruments
The Company classifies its financial assets and liabilities depending on the purpose for which the financial instruments were
acquired, their characteristics, and management intent.
Recent Accounting Developments
The following IFRS standards have been recently issued by the IASB. The Company is assessing the impact of these new
standards on future consolidated financial statements. Pronouncements that are not applicable or where it has been
determined do not have a significant impact to the Company have been excluded herein.
IFRS 7, Financial instruments: Disclosure
IFRS 7, Financial instruments: Disclosure, was amended to require additional disclosures on transition from IAS 39 to IFRS 9.
IFRS 7 is effective on adoption of IFRS 9, which is effective for annual periods commencing on or after January 1, 2018. No
significant impact on the Company’s consolidated financial statements resulted from the adoption of this new standard.
IFRS 9, Financial Instruments
In July 2014, the IASB issued the final version of IFRS 9, Financial Instruments, which reflects all phases of the financial
instruments project and replaces IAS 39, Financial Instruments: Recognition and Measurement, and all previous versions of IFRS
9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is
effective for annual periods beginning on or after January 1, 2018, with early application permitted. No significant impact on
the Company’s consolidated financial statements resulted from the adoption of this new standard.
IFRS 15, Revenue from Contracts with Customers
The IASB replaced IAS 18, Revenue, in its entirety with IFRS 15, Revenue from Contracts with Customers. The standard contains
a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over
time. The model features a contract based five‐step analysis of transactions to determine whether, how much and when
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revenue is recognized. New estimates and judgmental thresholds have been introduced, which may affect the amount and/or
timing of revenue recognized. IFRS 15 is effective for annual periods beginning on or after January 1, 2018, with early
application permitted. No significant impact on the Company’s consolidated financial statements resulted from the adoption of
this new standard.
IFRS 16, Leases
In January 2016, the IASB issued IFRS 16, Leases, which will replace IAS 17, Leases. This standard introduces a single lessee
accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than twelve months
unless the underlying asset is of low value. A lessee is required to recognize a right‐of‐use asset representing its right to use the
underlying asset and a lease liability representing its obligation to make lease payments. The standard will be effective for
annual periods beginning on or after January 1, 2019, with earlier application permitted for entities that apply IFRS 15, Revenue
from Contracts with Customers, at or before the date of initial adoption of IFRS 16. The extent of the impact of adoption of the
standard has not yet been determined. However, upon adoption of IFRS 16, the leases described in note 11 will likely constitute
right of use assets with a corresponding lease obligation.
4. Acquisitions and Business Combinations
Acquisition of Assets from Rise Brands, Inc
On June 14, 2018, the Company through its subsidiary, Herban CA, acquired certain assets from Rise Brands, Inc (“Rise”), a
privately‐owned U.S. company. Rise is a logistics management, co‐packaging, and other service provider to cannabis cultivators,
manufacturers, and retailers in California. The acquisition was made for cash consideration of $8,000,000, subject to working
capital adjustments, with the potential for additional earn‐out payments (“earn‐out payment”) having a maximum aggregate
value of up to approximately $4,000,000 subject to the achievement of specific performance objectives over the 18 month
period following January 1, 2019. The earn‐out payment is accounted for as separate compensation arrangement outside the
business combination in accordance with IFRS 3. The acquisition consideration and related expenses were financed with cash
on hand and proceeds from Series B convertible debentures financing.
The acquisition of assets from Rise by the Company was accounted for using the acquisition method of accounting, whereby
assets and liabilities acquired were revalued to their fair value and any excess of the purchase price was recognized as goodwill.
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The following table summarizes the preliminary purchase price allocation and the total fair value of consideration:

Customer Relationships $ 4,340,000
Market Related Intangible Assets 3,410,000
Licenses 12,000
Software 125,000
Goodwill 889,591
Total Assets Acquired 8,776,591
Less: Receivables from Rise Brands, Inc Forgiven (245,125)
Assumed Debt (632,466)
Fair value of net assets acquired $ 7,899,000
Cash Paid (First Tranche Payment and Advance to Rise) $ 3,215,000
Financial Liability ‐ Rise Brands, Inc 4,684,000
Fair value of consideration $ 7,899,000

After the acquisition of assets from Rise, Rise paid various expenses and collected cash from customers on behalf of the
Company. As at July 31, 2018, the Company owed Rise $215,236, which will be settled as part of final working capital
adjustment.
Acquisition of Common Controlled Entities
Acquisition of DionyMed
Effective February 28, 2018, the Company acquired a 100% controlling interest in DionyMed. This acquisition was completed in
exchange for the Company’s shares. 116,666 common shares and 2 series F convertible preferred shares were issued by
DionyMed Holdings to DionyMed’s shareholders in exchange of DionyMed’s 116,666 common shares and 6,598 series F
convertible preferred shares.
An independent valuation specialist was used to value the 116,666 common shares and 2 series F convertible preferred shares.
Each common share was valued at CAD$1 and each series F convertible preferred share was valued at CAD$5,000 resulting in
total of CAD$126,666 (USD$98,888) as consideration for the acquisition of DionyMed. Significant assumptions used in valuation
of the share consideration include equity volatility, asset volatility, risk free rate, discount for lack of marketability, venture
capital rate of return, long term growth rate, and expected tax rate.
Acquisition of Herban
Effective February 28, 2018, the Company acquired a 100% controlling interest in Herban. This acquisition was completed in
exchange for the Company’s shares. 6,596 series F convertible preferred shares were issued by DionyMed Holdings to Herban’s
shareholders in exchange of Herban’s 30,000,000 common shares.
An independent valuation specialist was used to value the 6,596 series F convertible preferred shares. Each series F convertible
preferred share was valued at CAD$5,000 resulting in total of CAD$32,980,000 (USD$25,747,522) as consideration for the
acquisition of Herban. Significant assumptions used in valuation of the share consideration include equity volatility, asset
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volatility, risk free rate, discount for lack of marketability, venture capital rate of return, long term growth rate, and expected
tax rate.
The following table summarizes the preliminary purchase price allocations and the total fair value of considerations for the
acquisition of DionyMed and Herban:
Preliminary (Herban) Preliminary (DionyMed) Total
Cash $ 128,111 $ 5,006 $ 133,117
Accounts receivable 47,326 119,111 166,437
Prepaid expenses 45,313 ‐ 45,313
Security deposits 213,301 ‐ 213,301
Inventories 1,209,813 ‐ 1,209,813
Fixed assets 124,671 ‐ 124,671
Other Assets 7,563 ‐ 7,563
Customer Relationships 5,020,000 ‐ 5,020,000
Market Related Intangible Assets ‐ 217,000 217,000
Licenses 12,000 ‐ 12,000
Goodwill 24,236,726 339,763 24,576,489
Total Assets Acquired 31,044,824 680,880 31,725,704
Less: Accounts payable and accrued liabilities (1,953,836) (197,838) (2,151,674)
Due from (to) DionyMed Holdings Inc. (2,488,611) 2,841,712 353,101
Convertible Promissory Notes assumed by DionyMed Holdings Inc. ‐ (3,206,348) (3,206,348)
Other liabilities (854,855) (19,518) (874,373)
Fair value of net assets acquired $ 25,747,522 $ 98,888 $ 25,846,410
Number of common shares issued ‐ 116,666 116,666
Fair value of common shares issued $ ‐ $ 91,081 $ 91,081
Number of series F convertible preferred shares issued 6,596 2 6,598
Fair value of series F convertible preferred shares issued $ 25,747,522 $ 7,807 $ 25,755,329
Fair value of consideration $ 25,747,522 $ 98,888 $ 25,846,410
5. Accounts Receivable
Accounts receivable was comprised of the following at July 31, 2018:
Accounts receivables $ 780,345
Due from JDK Holdings (Winberry) 655,213
Other receivables 387,999
$ 1,823,557

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Other receivables include $200,418 held in trust at Cassels Brock & Blackwell LLP from the proceeds of Series B Convertible
Debentures financing. Please refer to note 14 on Series B Convertible Debentures financing.
The due from JDK Holdings (Winberry) amount relates to various expenses paid on behalf of JDK Holdings (Winberry) in
anticipation of acquisition of assets from JDK Holdings (Winberry). Please refer to subsequent event disclosure in note 18.
6. Inventories
The Company’s inventories included the following at July 31, 2018:
Finished goods $ 135,431
Inventory in process 286,726
Inventory in transit 43,240
Other inventory 62,200
$ 527,597

7. Property, Plant and Equipment
A continuity of property and equipment for the period ended July 31, 2018 is as follows:
Buildings and Furniture and
Improvements Equipment Vehicles Total
Cost
As at February 28, 2018 $ 16,952 $ 22,527 $ 87,695 $ 127,174
Additions 550,819 9,507 6,928 567,254
Disposals ‐ ‐ ‐ ‐
As at July 31, 2018 $ 567,771 $ 32,034 $ 94,623 $ 694,428

Accumulated depreciation
As at February 28, 2018 $ 596 $ 447 $ 1,460 $ 2,503
Depreciation 17,069 2,129 7,879 27,077
Disposals ‐ ‐ ‐ ‐
Impairment losses ‐ ‐ ‐ ‐
As at July 31, 2018 $ 17,665 $ 2,576 $ 9,339 $ 29,580

Net book value
As at February 28, 2018 $ 16,356 $ 22,080 $ 86,235 $ 124,671
As at July 31, 2018 $ 550,106 $ 29,458 $ 85,284 $ 664,848

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8. Intangible Assets and Goodwill
A continuity of intangible assets other than goodwill for the period ended July 31, 2018 is as follows:
Market Related
Licenses Customer Relationship Intangible Assets Software Total
Cost
As at February 28, 2018 $ 12,000 $ 5,020,000 $ 217,000 $ ‐ $ 5,249,000
Additions from Acquisitions 12,000 4,340,000 3,410,000 125,000 7,887,000
As at July 31, 2018 $ 24,000 $ 9,360,000 $ 3,627,000 $ 125,000 $ 13,136,000
Accumulated Amortization and Impairment Losses
As at February 28, 2018 $ ‐ $ ‐ $ ‐ $ ‐ $ ‐
Amortization 24,000 376,310 8,937 3,125 412,371
As at July 31, 2018 $ 24,000 $ 376,310 $ 8,937 $ 3,125 $ 412,371
Net Carrying Amount
As at February 28, 2018 $ 12,000 $ 5,020,000 $ 217,000 $ ‐ $ 5,249,000
As at July 31, 2018 $ ‐ $ 8,983,690 $ 3,618,063 $ 121,875 $ 12,723,629

A continuity of goodwill for the period ended July 31, 2018 is as follows:
Balance as at January 11, 2018 $ ‐
Goodwill acquired in acquisition of DionyMed, Inc 339,763
Goodwill acquired in acquisition of Herban Industries, Inc 24,236,726
Balance as at February 28, 2018 $ 24,576,489

Goodwill acquired in acquisition of assets from Rise Brands, Inc 889,591
Balance as at July 31, 2018 $ 25,466,080

Refer to Note 4 for a discussion of the goodwill acquired from acquisition of assets from Rise.
An independent valuation specialist has been used to value the intangible assets acquired from Rise.
9. Working Capital Loans from Shareholders
On February 28, 2018, the Company assumed working capital loans as part of consideration for the acquisition of Herban
Industries, Inc. These working capital loans are from two shareholders, who loaned funds to the Company to finance its working
capital needs. The loans are non‐interest bearing and are due on demand.
During the period, the Company issued 560,000 Common Shares at CAD$1 per share to one of the shareholders to settle
CAD$560,000 (USD$439,513) of the working capital loan. As of July 31, 2018, the working capital loan balance is $415,341.
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Management determined that the imputation of interest on these below market‐interest rate loans payable to related parties is
not required due to the due on demand nature of the loans and the fact that the Company has not received any outside
financing to allow for a reasonable interest rate to be estimated.
10. Share Capital
Share Capital
The Company has authorized unlimited common shares, Series F Convertible Preferred Shares, and Series A Convertible
Preferred Shares.
The Company’s common shares are voting and dividend‐paying. The Company’s Series F Convertible Preferred Shares and
Series A Convertible Preferred Shares are also voting and dividend‐paying. The holders of Series F Convertible Preferred Shares
(each convertible to 5,000 common shares) and Series A Convertible Preferred Shares (each convertible to 100 common shares)
have the right to convert into common share of the Company.
In March 2018, the Company raised additional CAD$1,897,498 (USD$1,481,379) through the issuance of 1,768,598 common
shares and 1,289 series A preferred shares as part of Series A round of financing.
Stock Options
Upon the share exchange transaction on February 28, 2018, the Company approved to establish the 2018 Stock Plan (the “New
Plan”) to assume the awards granted by each of DionyMed and Herban as of the date of the share exchange and contribution.
The New Plan authorized the issuance of up to 20% common shares or Series A Convertible Preferred Shares on a fully diluted
basis.
5,017,500 options issued by Herban under the Herban Plan were assumed by the New Plan. The assumed options were
cancelled and new options were issued.

600,000 options issued by DionyMed under the DionyMed Old Plan were assumed by the New Plan. The assumed options were
On August 3, 2017, Herban granted stock options to employees and consultants of the Company, exercisable at CAD$0.10 on
the grant date, to purchase up to an aggregate of 5,017,500 shares of the Company.
On November 16, 2017, DionyMed granted stock options to employees of the Company, exercisable at CAD$0.15 on the grant
date, to purchase up to an aggregate of 600,000 shares of the Company.
On February 28, 2018, the Company granted stock options to employees and consultants of the Company, exercisable at
CAD$1.00 on the grant date, to purchase up to an aggregate of 1,537,000 shares of the Company.
886,500 stock options have been vested and are exercisable as at July 31, 2018 from CAD$0.10 to CAD$1.00. No stock options
have been forfeited.
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Weighted Average
Number of Options Exercise Price (CAD)
Balance as at January 11, 2018 ‐ $ ‐
Options issued on acquisition of Herban (vested) ‐
Options issued on acquisition of Herban (unvested) 5,017,500 $ 0.10
Options issued on acquisition of DionyMed Inc. (vested) ‐
Options issued on acquisition of DionyMed Inc. (unvested) 600,000 $ 0.15
Options issued to Holding employees 1,537,000 $ 1.00
Cancelled/Forfeited/Expired ‐ ‐
Balance as at February 28, 2018 and July 31, 2018 7,154,500 $ 0.30

Below summary lists the number of years that various options granted are vesting over. All options are subject to 1 year cliff
condition.
Option Vesting Years Number of Options

1 72,500

3 900,000

4 4,395,000

5 1,787,000

Total 7,154,500

The Company recorded $102,513 in share‐based compensation expense related to options issued to employees for the period
ended July 31, 2018.
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11. Commitments and Contingencies
Commitments
The Company has contractual obligations to make the following payments.
Year 1 Year 2 Year 3 Year 4 Year 5 Thereafter
USD denominated
Operating leases $ 860,440 $ 877,217 $ 878,551 $ 850,958 $ 686,976 $ 1,903,752
Royalties and licensing fees 124,500 ‐ ‐ ‐ ‐ ‐
Earn‐out payments – Rise Brands, Inc 1,000,000 3,000,000 ‐ ‐ ‐ ‐
Consultants and advisors 120,000 120,000 120,000 ‐ ‐ ‐
Total USD denominated $ 2,104,940 $ 3,997,217 $ 998,551 $ 850,958 $ 686,976 $ 1,903,752

CAD denominated
Operating leases $ 79,750 $ 7,250 $ ‐ $ ‐ $ ‐ $ ‐
Royalties and licensing fees 395,830 474,996 79,166 ‐ ‐ ‐
Total CAD denominated $ 475,580 $ 482,246 $ 79,166 $ ‐ $ ‐ $ ‐

The Company leases certain business facilities from third parties under operating lease agreements that specify minimum
rentals. The leases expire through 2028 and contain renewal provisions. The Company’s net rent expense for the period ended
July 31, 2018 was approximately $322,000.
As part of acquisition of assets from Rise Brands, Inc (note 4), the Company is obligated for certain earn‐out payments with
aggregate maximum value of up to $4,000,000. These earn‐out payments are treated as additional compensation in accordance
with IFRS 3.
Contingencies
The Company's operations are subject to a variety of local and state regulation. Failure to comply with one or more of those
regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company ceasing
operations. While management of the Company believes that the Company is in compliance with applicable local and state
regulation at July 31, 2018, cannabis regulations continue to evolve and are subject to differing interpretations. As a result, the
Company may be subject to regulatory fines, penalties, or restrictions in the future.
Claims and Litigation
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course
of business. At July 31, 2018, there were no pending or threatened lawsuits that could reasonably be expected to have a
material effect on the results of the Company's combined operations. There are also no proceedings in which any of the
Company's directors, officers or affiliates is an adverse party or has a material interest adverse to the Company's interest.
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12. Income Taxes
A reconciliation of income tax expense for the period and the expected income taxes based on the statutory tax rate follows:

Loss before income taxes $ (8,047,369)

Statutory Rate Reconciliation
AIl at DionyMed Holdings Canadian statutory rate 26.50% (2,617,652)
Foreign rate differential ‐0.25% 20,049
Stock compensation expense ‐0.67% 54,314
Section 280E adjustments ‐4.19% 336,897
Other permanent differences ‐0.38% 30,681
Valuation allowance of deferred tax assets ‐27.04% 2,175,711
Total income tax expense 0.00% $ ‐

The effective Canadian Federal and Ontario Provincial corporate tax rate is 15.00% and 11.50%, respectively. Therefore, the
combined future tax rate is 26.50%.
The deferred tax assets related to the temporary differences were not recognizable, as their recoverability is not considered
probable. The Company has accumulated U.S. net operating losses of $9,795,000 and $8,990,000 at a Federal and State level up
to July 31, 2018 for income tax purposes, which may be deducted in the calculation of taxable income in future years. These
losses will expire between 2036 and 2039. The Company also has accumulated non‐capital losses of CAD$4,471,000 in Canada
up to July 31, 2018 for income tax purposes, which may be deducted in the calculation of taxable income in future years. These
losses will expire between 2037 and 2039.
At July 31, 2018, deferred income tax assets consisted of:
Canadian non‐capital loss carry‐forwards $ 910,181
U.S. net operating loss carry‐forwards 2,684,885
Depreciable and amortizable assets (807,824)
Other items ‐
2,787,242

Valuation allowance (2,787,242)
Deferred tax assets, net of valuation allowance $ ‐

As the Company operates in the cannabis industry, it is subject to the limits of U.S. IRC Section 280E under which the Company
is only allowed to deduct expenses directly related to sales of product. This results in permanent differences between ordinary
and necessary business expenses deemed non‐allowable under U.S. IRC Section 280E.
Federal and California tax laws impose significant restrictions on the utilization of NOL carryforwards in the event of a change in
ownership of the Company, as defined by U.S. IRC Section 382. The Company does not believe a change in ownership, as
defined by U.S. IRC Section 382, has occurred but a formal study has not been completed.
23 | P a g e



13. Royalty Debt
In April and May, 2018, the Company received two installment of financing from Grenville Strategic Royalty Corp. ("Grenville")
in the form of unsecured royalty agreement in the amount of CAD$1,900,000 (USD$1,474,396) before transaction fees of
CAD$26,083 (USD$20,127) in exchange for a royalty on gross sales in perpetuity (the “Royalty Agreement”). In addition, the
Company issued 190,000 warrants, exercisable at CAD$1.50 and expiring in 5 years from the date of issuance on May 25, 2018,
as part of the consideration for the royalty agreement. The agreement requires the Company to pay the minimum monthly
royalty payment of no less than CAD$39,583 per month or a monthly royalty payment equal to 3.8% of system wide sales. The
Combined Entity has a buy‐out option that can extinguish all amounts owing without any penalties. The buyout payment
requires at least two times of the initial investment from Grenville, which will be in total of CAD$3,800,000.
The Company used the Black‐Scholes option pricing model to calculate the fair value of the warrants granted. The model
requires management to make estimates, which are subjective and may not be representative of actual results. In determining
the fair value, the key assumptions were:
Risk free interest rate 1.92%
Expected dividend yield 0%
Underlying share price CAD$1.00 per share
Expected volatility based on comparable companies 105%
Expected term 2 years

For the period ended July 31, 2018, the Company recorded total royalty expense of $123,173.
During the period ended on July 31, 2018, the transaction costs directly attributed to the royalty debt amount to CAD$26,083
(USD$20,127) and are capitalized to the royalty debt. During the period, accrued buyout loss of CAD$158,333 (USD$122,178)
was accrued.
14. Long Term Debt
Convertible Promissory
Notes Convertible Debentures Total
As at January 11, 2018 $ ‐ $ ‐ $ ‐
Fair value of financial liability at issuance 3,206,348 3,206,348
Conversion to equity ‐
Foreign exchange impact ‐
As at February 28, 2018 $ 3,206,348 $ ‐ $ 3,206,348
Fair value of financial liability at issuance 9,656,603 9,656,603
Conversion to equity (3,206,348) (3,206,348)
Foreign exchange impact ‐
As at July 31, 2018 $ ‐ $ 9,656,603 $ 9,656,603

Series A Convertible Promissory Notes
In February 2018, DionyMed issued Series A Convertible Promissory Notes (the “Notes”) for a total principal amount of
CAD$4,107,011 (USD$3,206,348). The Notes, which are convertible at the conversion price to be determined by the next
24 | P a g e



financing, bear interest at 1.75% per annum and have maturity date of December 31, 2020. On February 28, 2018, as part of the
share exchange transaction to acquired DionyMed by the Company, the Company assumed the Notes.
On March 2, 2018, the Company issued 29,965 Series A Convertible Preferred Shares and 1,110,514 Common Shares for equity
conversions relating to the Notes. In addition, the Company issued 99 Series A Convertible Preferred Shares and 3,932 Common
Shares in satisfaction of CAD$13,835 (USD$10,801) of accrued interest on the convertible promissory notes. In total, the Notes
are converted into 30,064 Series A Convertible Preferred Shares and 1,114,446 Common Shares.
Series B Convertible Debentures
On June 14, 2018, the Company closed the first tranche of a non‐brokered private placement of 3,040 Common Share
Convertible Debentures and 350 Series A Convertible Debentures at a price of CAD$1,000 per Convertible Debenture, for gross
proceeds of CAD$3,390,000 (USD$2,604,287). On June 15, 2018, the Company closed the second tranche of the non‐brokered
private placement by issuing 5,600 Common Share Convertible Debentures at a price of CAD$1,000 per Common Share
Convertible Debenture for gross proceeds of CAD$5,600,000 (USD$4,302,066). On July 10, 2018, the Company closed the third
tranche of the non‐brokered private placement by issuing 2,920 Common Share Convertible Debentures and 660 Series A
Convertible Debentures at a price of CAD$1,000 per Convertible Debenture for gross proceeds of CAD$3,580,000
(USD$2,750,250).
The combined gross proceeds of the three tranches of the financing was CAD$12,570,000 (USD$9,656,603).
The Debentures, which are convertible at the conversion price that is the lesser of: (a) the price that is a 30% discount to the
Liquidity Event Price defined in the Debenture Agreement; and (b) CAD$2.09, bear interest at 14% per annum and have
maturity date of June 30, 2020.
The Company elected to measure debt and equity components at FVTPL as a combined instrument. Both the debt host liability
and derivative liability are revalued at each reporting date.
During the period ended on July 31, 2018, the transaction costs directly attributed to issuing the Debentures amount to
CAD$622,350 (USD$473,987) and are expensed. During the period, interest expense of CAD$190,902 (USD$145,393) was
accrued.
15. Administrative and Other Expenses
The Company’s administrative and other expenses included the following at July 31, 2018:

Depreciation and amortization $ 437,703
Writedown of inventory 607,780
Interest expenses 204,950
Travel expenses 902,667
Rent expenses 322,268
Taxes, permits and licenses 220,250
Other operating expenses 866,129
$ 3,561,747

25 | P a g e



16. Financial Instruments and Financial Risk Management
The Company's financial instruments consist of cash and cash equivalents, restricted cash, accounts payable and accrued
liabilities, short‐term note payable, and long‐term debt. The carrying values of these financial instruments approximate their
fair values at July 31, 2018.
Financial instruments recorded at fair value are classified using a fair value hierarchy that reflects the significance of the inputs
to fair value measurements. The three levels of hierarchy are:
Level 1 —Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 —Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and
Level 3 —Inputs for the asset or liability that are not based on observable market data.
There have been no transfers between fair value levels during the period ended July 31, 2018.
The following table summarizes the Company's financial instruments at July 31, 2018:
Fair Value through Loans and Financial

Profit and Loss Receivables Liabilities Total
Financial Assets:
Cash and Cash Equivalents $ 1,571,980 $ 1,571,980
Receivables and Prepaids $ 1,889,443 $ 1,889,443

Accounts Payable and Accrued Liabilities $ 3,075,499 $ 3,075,499
Due to Shareholders $ 415,341 $ 415,341
Due to Rise Brands, Inc $ 215,236 $ 215,236
Financial Liabilities ‐ Rise Brands, Inc (Level 3) $ 4,684,000 $ 4,684,000
Royalty Debt $ 1,494,501 $ 1,494,501
Convertible Debentures (Level 3) $ 9,656,603 $ 9,656,603

Financial Risk Management
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board mitigates these risks by
assessing, monitoring and approving the Company's risk management processes:
Credit Risk
Credit risk is the risk of a potential loss to the Company if a customer or third party to a financial instrument fails to meet its
contractual obligations. The maximum credit exposure at February 28, 2018 is the carrying amount of cash and cash
equivalents.
The Company provides credit to its customers in the normal course of business and has established credit evaluation and
monitoring processes to mitigate credit risk, but has limited risk as the majority of its sales are transacted with cash.
26 | P a g e



Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with financial liabilities.
The Company manages liquidity risk through the management of its capital structure. The Company's approach to managing
liquidity is to ensure that it will have sufficient liquidity to settle obligations and liabilities when due.
In addition to the commitments outlined in Note 11, the Company has the following contractual obligations:
<1 Year 1 to 3 Years 3 to 5 Years Total
Due to Rise Brands, Inc $ 215,236 $ 215,236
Financial Liabilities ‐ Rise Brands, Inc $ 4,684,000 $ 4,684,000
Royalty Debt $ 1,494,501 $ 1,494,501
Convertible Debentures $ 9,656,603 $ 9,656,603

Market Risk
‐ Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. Cash and cash equivalents bear interest at market rates. The Company's financial debts have fixed rates
of interest and therefore expose the Company to a limited interest rate fair value risk.
‐ Currency Risk
As the Company’s operations are located in Canada and the United States, the Company is subject to currency transaction and
translation risks.
The Company holds cash in Canadian dollars and U.S dollars. The Company raises capital in Canadian capital markets and thus is
exposed to fluctuations in the Canadian dollar relative to the U.S dollar, specifically in relation to USD denominated liabilities.
As at July 31, 2018, if the Canadian dollar had strengthened or weakened by 5% in relation to the U.S. Dollar, with all variables
held constant, the Net Assets of the Company could possibly have increased or decreased by approximately $700,000.
As at July 31, 2018, the Company had no hedging agreements in place with respect to foreign exchange rates, however
management monitors the Canadian and U.S currency markets closely and continuously assesses the need to enter into
currency hedging arrangements. The Company has not entered into any agreements or purchased any instruments to hedge
possible currency risks at this time.
17. Related Party Transactions
Related party transaction not described elsewhere in the financial statements are included herein.
Accrued Payroll Liability for Edward Fields
Edward Fields, Chairman and CEO of the Company, is entitled to annual salary of $600,000. Due to the Company’s shortage of
cash to fund working capital needs, payroll liability to Edward Fields is accrued monthly. As at July 31, 2018, $460,000 of payroll
liability remained outstanding, which is included in Accounts Payable and Accrued Liabilities on the Consolidated Statement of
Financial Position.

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Consulting Services from Daniel Fields
Daniel Fields, a shareholder of the Company, provided consulting services for the Company. During the period ended July 31,
2018, the Company paid approximately $200,000 to Daniel Fields for expenses and consulting fees, which is included in Legal
and Professional Fees on the Consolidated Statement of Operations. As at July 31, 2018, $160,000 remained payable by the
Company, which is included in Accounts Payable and Accrued Liabilities on the Consolidated Statement of Financial Position.
Ambassador Technologies Inc Marketing Services
Ambassador Technologies Inc, over which the Company’s Chief Executive Officer has significant influence, is a marketing agency
company doing business in California as ByProxie. The entity is not consolidated with the Company because the Company is not
entitled to its variable returns. Since August 2017, the Company engaged ByProxie to provide marketing services in California.
During the period, the Company incurred related expenses of approximately $240,000 included in Administrative and Other
Expenses on the Consolidated Statement of Operations, which was paid in full at July 31, 2018.
WestField Partners, LLC
WestField Partners, LLC, over which the Company’s Chief Executive Officer has control, is a management services company.
WestField Partners, LLC is not consolidated with the Company because the Company is not entitled to its variable returns.
WestField Partners, LLC entered into a management services agreement with the Company on March 1, 2016. During the fiscal
period, the Company paid WestField Partners, LLC approximately $50,000 for management services, rent, and outside services
reimbursements, which is included in Administrative and Other Expenses on the Consolidated Statement of Operations. As at
July 31, 2018, the Company owed $43,609 to the entity, which is included in Accounts Payable and Accrued Liabilities on the
Consolidated Statement of Financial Position.
Accounts Payable to Employees
As of July 31, 2018, the Company had $86,977 of outstanding accounts payable to employees for expense reimbursements
included in Accounts Payable and Accrued Liabilities on the Consolidated Statement of Financial Position.
18. Subsequent Events
Series B Convertible Debenture
On August 28, 2018, the Company closed the fourth tranche of the non‐brokered private placement by issuing 1,680 Common
Share Convertible Debentures and 3,930 Series A Convertible Debentures at a price of CAD$1,000 per Convertible Debenture
for gross proceeds of CAD$5,610,000 (USD$4,309,749). The combined gross proceeds of the four tranches of the financing was
approximately CAD$18,180,000 (USD$13,966,352).
Acquired Assets from JDK Holdings, LLC, dba Winberry
On August 31, 2018, the Company through its subsidiary, Herban OR, acquired certain assets from JDK Holdings, LLC, dba
Winberry Farms (“Winberry”). Winberry is a concentrates and vape cartridge company and holds licenses in the State of Oregon
for the cultivation, distribution and manufacturing of adult‐use cannabis.
The transaction was completed for a total purchase price of $7,500,000, and a $4,000,000 earn out subject to certain
performance obligations.
Investment in HomeTown Heart
On September 14, 2018, the Company invested $2,000,000 in HomeTown Heart, a California corporation that engages in the
business of direct‐to‐consumer cannabis sales and delivery, by issuing an unsecured convertible note that includes the right,
but not the obligation, to purchase the outstanding shares of HomeTown Heart for $6,000,0000 with a $10,000,000 earn out
28 | P a g e



subject to certain performance obligations. The Company operates HomeTown Heart under a Management Services
Agreement.
Acquired Assets from Cascade Distribution, Inc.
On September 27, 2018, the Company through its subsidiary, Herban OR, acquired certain assets of Cascade Cannabis
Distribution, Inc. (“Cascade”). Cascade holds a recreational wholesale license in the State of Oregon for the distribution of
adult‐use cannabis and provides product processing, packaging and distribution services in Oregon.
The transaction was completed for a total purchase price of $150,000, and a $100,000 earn‐out, subject to certain performance
obligations.
DionyMed Term Loan
On September 24, 2018, the Company entered into a term loan agreement with certain lenders in the aggregate principal
amount of $4,000,000 (the “Term Loan”). The Term Loan matures on the first to occur of: (i) an event of default which has not
been cured or waived, (ii) thirty (30) business days after the Company is publicly listed and tradable on a recognized securities
exchange and (iii) September 24, 2019, when the principal amount of the Term Loan, the unpaid interest thereon, and all other
obligations relating to the Term Loan and the loan documents shall be immediately due and payable.
The Term Loan includes a repayment premium equal to $2,000,000 payable in the Company’s Common Shares (or the Resulting
Issuer Subordinate Voting Shares after the Listing Event) with the number of Common Shares calculated as $2,000,000 divided
by the price per share at the listing event. The principal amount outstanding under the Term Loan accrues interest at a fixed
rate per annum equal to nine and a half percent (9.5%), which interest shall be payable semi‐annually in arrears on the last day
of March and September of each year, with the first payment commencing on March 31, 2019. Interest shall be computed on
the basis of a 360‐day year for the actual number of days elapsed. Notwithstanding the foregoing, if the Term Loan matures
due to the listing event prior to March 31, 2019, then no interest will be payable and only the principal of the Term Loan and
the repayment premium will be due and payable.
Business Combination with Sixonine Ventures Corp
In July 2018, representatives of Sixonine Ventures Corp (“Sixonine”) and the Company discussed the merits of a potential
business combination. Recognizing the potential benefit such a transaction would bring to their respective shareholders, the
Company and Sixonine entered into a letter of intent dated August 23, 2018, and subsequently, on October 2, 2018, Sixonine,
Sixonine Subco and the Company entered into the Definitive Agreement.
Under the Definitive Agreement, a copy of which is available on Sixonine’s profile on SEDAR at www.sedar.com, Sixonine
agreed to combine its business with the Company through the amalgamation of Sixonine Subco and the Company. A copy of
the Listing Statement filed with the CSE is available on Sixonine’s profile on SEDAR at www.sedar.com.
29 | P a g e

APPENDIX F
DIONYMED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD FROM
INCEPTION (JANUARY 11, 2018) TO FEBRUARY 28, 2018
[See attached.]
F-1
DocuSign Envelope ID: F510001C-0A17-4BBC-B5AD-3DFF6E096247


From Inception January 11, 2018 to February 28, 2018



To the Shareholders of DionyMed Holdings Inc.:

The accompanying financial statements in this annual report were prepared by management of DionyMed
Holdings Inc. (“the Company”), and were reviewed and approved by the Board of Directors of DionyMed
Holdings Inc.

Reporting Standards. Management has included in the Company’s financial statements amounts based
on estimates and judgments that it believes are reasonable, under the circumstances.

To discharge its responsibilities for financial reporting and safeguarding of assets, management believes
that it has established appropriate systems of internal accounting control which provide reasonable
assurance that the financial records are reliable and form a proper basis for the timely and accurate
preparation of financial statements. Consistent with the concept of reasonable assurance, the Company
recognizes that the relative cost of maintaining these controls should not exceed their expected benefits.
Management further assures the quality of the financial records through careful selection and training of
personnel and through the adoption and communication of financial and other relevant policies.




We have audited the accompanying financial statements of DionyMed Holdings Inc. (the “Company”),
which comprise the statement of financial position as at February 28, 2018, and the statements of loss and
comprehensive loss, changes in shareholders’ equity and cash flows for the period from inception January
11, 2018 to February 28, 2018, and the related notes, which comprise a summary of significant accounting
policies and other explanatory information.

Opinion
DionyMed Holdings Inc. at February 28, 2018, and its financial performance and its cash flows for the
period from inception January 11, 2018 to February 28, 2018 in accordance with International Financial
Reporting Standards.
Emphasis of matter
about DionyMed Holdings Inc.’s ability to continue as a going concern.

October 13, 2018

Consolidated Statement of Financial Position
As of February 28, 2018

Note

Assets
Current Assets
Cash $ 133,117
Accounts Receivables 4 157,750
Inventories 4 1,209,811
Other Current Assets 7,563
Total Current Assets 1,553,554

Security Deposits 213,301
Property and Equipment 4,5 124,671
Intangible Assets 4,6 5,249,000
Goodwill 4,6 24,576,489
Total Assets $ 31,717,015

Liabilities and Equity
Current Liabilities
Accounts Payable and Accrued Liabilities $ 2,115,128
Excise and Cultivation Taxes Payable 59,086
Due to Shareholders 4, 11 874,372
Total Current Liabilities 3,048,586

Non‐Current Liabilities
Convertible Promissory Note 10 3,206,348
Total Liabilities $ 6,254,934

Equity
Share Capital 6 $ 25,904,385
Foreign Currency Translation Reserve 10,498
Accumulated Deficit (452,802)
Total Equity 25,462,081
Total Liabilities and Shareholders' Equity $ 31,717,015

Commitments and Contingencies (Note 8)
Approved and authorized on behalf of the Board
on October 13, 2018:

4 | P a g e
Consolidated Statement of Loss and Comprehensive Loss
For the Period from January 11, 2018 to February 28, 2018

Note
Revenue $ ‐

Other Operating Expenses
Legal and Professional Fees 27,742
Travel and Other Expenses 408,784
Total Operating Expenses 452,802

Net Loss $ (452,802)

Other Comprehensive Income
Foreign Exchange Gain on Translation 10,498

Comprehensive Loss $ (442,304)

5 | P a g e
Consolidated Statement of Changes in Shareholders’ Equity

Number of Shares
(Series F
Number of Shares Convertible Accumulated Other
Note (Common) Preferred) Share Capital Option Reserves Comprehensive Income Accumulated Deficit Shareholders' Equity

Balance ‐ January 11, 2018 ‐ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐

Share Exchange and Contribution with DionyMed, Inc 4 116,666 2 98,888 98,888

Share Exchange and Contribution with Herban, Inc 4 6,596 25,747,522 25,747,522

Other Comprehensive Gain 10,498 10,498
Net Loss (452,802) (452,802)

Balance ‐ February 28, 2018 116,666 6,598 $ 25,846,410 $ 57,975 $ 10,498 $ (452,802) $ 25,462,081
6 | P a g e
For the Period from January 11, 2018 to February
28, 2018


Net Loss for the Period $ (452,802)
Other Current Liabilities 31,997
Expenses Paid by Related Parties 404,528
Net Cash Provided By Operating Activities ‐

Cash Acquired through Business Combinations 133,117
Net Cash Provided By Investing Activities 133,117

Net Cash Provided By Financing Activities ‐

Net Increase in Cash 133,117
Cash, Beginning of Period ‐
Cash, End of Period $ 133,117


Initial consolidation of Herban and DionyMed, Net of Cash Acquired
Herban DionyMed
Accounts receivable $ 47,326 $ 119,111
Prepaid expenses 45,313 ‐
Security deposits 213,301 ‐
Inventories 1,209,813 ‐
Fixed assets 124,671 ‐
Other Assets 7,563 ‐
Identifiable Intangible Assets 5,032,000 217,000
Goodwill 24,236,726 339,763
Liability Assumed (5,297,302) (581,992)
$ 25,619,410 $ 93,882
7 | P a g e
28, 2018


1. Nature of Operations
DionyMed Holdings Inc. (“DionyMed Holdings” or the “Company”) was incorporated in Ontario, Canada, on January 11, 2018. On
February 28, 2018, the Company completed the acquisition of all issued and outstanding equity interests of entities under
common control (see note 3 for significant judgement on business combinations), DionyMed, Inc (“DionyMed”) and Herban
Industries, Inc and its subsidiaries (“Herban”) through a share exchange and contribution arrangement (the “transaction”), under
which DionyMed Holdings was determined to be the acquiring entity.
Reporting Interpretations Committee, effective for the Company’s reporting for the period ended February 28, 2018.
Going Concern
Company will be successful in achieving this goal. For the period ended February 28, 2018, the Company reported a net loss of
$452,802, operating cash outflows of $0 and, as of that date, an accumulated deficit of $452,802. These material circumstances
cast significant doubt on the Company’s ability to continue as a going concern and ultimately on the appropriateness of the use
of the accounting principles applicable to a going concern. These consolidated financial statements do not include adjustments
to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a
going concern. The Company continues to have access to equity and debt financing from private markets, but there are no
guarantees that such financing would be available.
The functional currency of DionyMed Holdings and DionyMed is the Canadian dollar and the functional currency of Herban is the
United States (U.S.) dollar. These consolidated financial statements are presented in U.S. dollars.
8 | P a g e

28, 2018


The consolidated financial statements include the accounts of the Company and its subsidiaries. The accounts of subsidiaries are
prepared for the same reporting period as the parent company using consistent accounting policies. Intercompany transactions,
balances and unrealized gains or losses on transactions are eliminated. The Company’s subsidiaries and its interests in each are
presented below:
Subsidiaries(1) Jurisdictions Interest

DionyMed, Inc (“DionyMed”) Ontario, Canada 100%
Herban Industries, Inc (“Herban”) Delaware, USA 100%
Herban Industries CA LLC (“Herban CA”) California, USA 100%
Herban Industries OR LLC (“Herban OR”) Oregon, USA 100%
(1) Refer to Note 4 for discussion of acquisitions and analysis of the Company’s interest in DionyMed and Herban.

Business Combinations – Common Control
IFRS provides no guidance on common control transactions and, as such, the Company has elected as an accounting policy to
adopt the acquisition method as described in IFRS 3 in connection with the common control transactions discussed in Note 4.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Company incurs in connection
with a business combination are expensed as incurred.
lives of assets.
9 | P a g e

28, 2018


consideration is measured at its acquisition‐date fair value and included as part of the consideration transferred in a business
compensation for post‐acquisition services. Judgment is also required to assess whether contingent consideration should be
Accounting Policies
Cash
Inventories
realizable value. At February 28, 2018, there were no reserves for inventories required.
Property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures that
10 | P a g e

28, 2018


Depreciation is calculated on a straight‐line basis over the estimated useful life of the asset using the following terms and
methods:
Vehicles 5 Years
Shorter of Estimated Useful Life or
Leasehold Improvements Length of Lease

disposal proceeds and the carrying value of the asset) is included in the Consolidated Statements of Operations in the year the
asset is derecognized.
Leased assets
Intangible assets
Intangible assets are recorded at cost, less accumulated amortization and impairment losses, if any. Intangible assets acquired
in a business combination are measured at fair value at the acquisition date. Amortization is recorded on a straight‐line basis
over their estimated useful lives, which do not exceed the contractual period, if any. Intangible assets have indefinite useful
lives and are not subject to amortization. Such assets are tested annually for impairment, or more frequently, if events or
changes in circumstances indicate that they might be impaired. The estimated useful lives, residual values, and amortization
methods are reviewed at each year‐end, and any changes in estimates are accounted for prospectively. At February 28, 2018,
the Company did not recognize any impairment losses.
Customer relationships and market‐related intangible assets are measured at fair value at the time of acquisition and are
amortized on a straight‐line basis over a period of seven and ten years, respectively.
Goodwill
Goodwill represents the excess of the purchase price paid for the acquisition of an entity over the fair value of the net tangible
and intangible assets acquired. Goodwill is allocated to the cash‐generating unit (“CGU”) or CGUs which are expected to benefit
from the synergies of the combination.
Goodwill that has an indefinite useful life is not subject to amortization and is tested annually for impairment, or more
frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Impairment is determined for goodwill by assessing if the carrying value of a CGU, including the allocated goodwill, exceeds its
recoverable amount determined as the greater of the estimated fair value less costs to sell and the value in use. Impairment
11 | P a g e

28, 2018


losses recognized in respect of a CGU are first allocated to the carrying value of goodwill and any excess is allocated to the
carrying amount of assets in the CGU.
Any goodwill impairment loss is recognized in the Consolidated Statements of Loss in the period in which the impairment is
identified. Impairment losses on goodwill are not subsequently reversed. At February 28, 2018, the Company did not recognize
any impairment losses.
Finite‐lived and indefinite‐lived intangible assets
Finite‐lived intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses.
Amortization is provided on a straight‐line basis over the following terms:
Customer Relationship 7 Years
Market Related Intangible Assets 10 Years
California Cannabis Licenses 0.3 Years

The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any
changes in estimate being accounted for on a prospective basis.
Intangible assets with indefinite useful lives are comprised of acquired product rights and brand name which are carried at cost
less accumulated impairment losses.
Impairment of long‐lived assets
Long‐lived assets, including property, plant and equipment and intangible assets are reviewed for impairment at each
statement of financial position date or whenever events or changes in circumstances indicate that the carrying amount of an
asset exceeds its recoverable amount. For the purpose of impairment testing, assets that cannot be tested individually are
grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely
independent of the cash inflows of other assets or groups of assets (the cash‐generating unit, or "CGU"). The recoverable
amount of an asset or a CGU is the higher of its fair value, less costs to sell, and its value in use. If the carrying amount of an
asset exceeds its recoverable amount, an impairment charge is recognized immediately in profit or loss equal to the amount by
which the carrying amount exceeds the recoverable amount. Where an impairment loss subsequently reverses, the carrying
amount of the asset is increased to the lesser of the revised estimate of recoverable amount, and the carrying amount that
would have been recorded had no impairment loss been recognized previously.
Revenue recognition
Revenue is recognized at the fair value of consideration received or receivable net of discounts, rebates, and allowances.
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Income taxes
Financial Assets
are transferred.
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significant impact on its consolidated financial statements resulted from the adoption of this new standard.
effective for annual periods beginning on or after January 1, 2018, with early application permitted. No significant impact on its
consolidated financial statements resulted from the adoption of this new standard.
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application permitted. No significant impact on its consolidated financial statements resulted from the adoption of this new
standard.
IFRS 16, Leases
4. Acquisitions and Business Combinations of Companies under Common Control
Acquisition of DionyMed
Effective February 28, 2018, the Company acquired a 100% controlling interest in DionyMed. This acquisition was completed in
exchange for the Company’s shares. 116,666 common shares and 2 series F convertible preferred shares were issued by
DionyMed Holdings to DionyMed’s shareholders in exchange of DionyMed’s 116,666 common shares and 6,598 series F
convertible preferred shares.
An independent valuation specialist was used to value the 116,666 common shares and 2 series F convertible preferred shares.
Each common share was valued at CAD$1 and each series F convertible preferred share was valued at CAD$5,000 resulting in
total of CAD$126,666 (USD$98,888) as consideration for the acquisition of DionyMed. Significant assumptions used in valuation
of the share consideration include equity volatility, asset volatility, risk free rate, discount for lack of marketability, venture
capital rate of return, long term growth rate, and expected tax rate.
Acquisition of Herban
Effective February 28, 2018, the Company acquired a 100% controlling interest in Herban. This acquisition was completed in
exchange for the Company’s shares. 6,596 series F convertible preferred shares were issued by DionyMed Holdings to Herban’s
shareholders in exchange of Herban’s 30,000,000 common shares.
An independent valuation specialist was used to value the 6,596 series F convertible preferred shares. Each series F convertible
preferred share was valued at CAD$5,000 resulting in total of CAD$32,980,000 (USD$25,747,522) as consideration for the
acquisition of Herban. Significant assumptions used in valuation of the share consideration include equity volatility, asset
volatility, risk free rate, discount for lack of marketability, venture capital rate of return, long term growth rate, and expected
tax rate.
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The following table summarizes the preliminary purchase price allocations and the total fair value of considerations for the
acquisition of DionyMed and Herban:
Preliminary (Herban) Preliminary (DionyMed) Total
Cash $ 128,111 $ 5,006 $ 133,117
Accounts receivable 47,326 119,111 166,437
Prepaid expenses 45,313 ‐ 45,313
Security deposits 213,301 ‐ 213,301
Inventories 1,209,813 ‐ 1,209,813
Fixed assets 124,671 ‐ 124,671
Other Assets 7,563 ‐ 7,563
Customer Relationships 5,020,000 ‐ 5,020,000
Market Related Intangible Assets ‐ 217,000 217,000
Licenses 12,000 ‐ 12,000
Goodwill 24,236,726 339,763 24,576,489
Total Assets Acquired 31,044,824 680,880 31,725,704
Less: Accounts payable and accrued liabilities (1,953,836) (197,838) (2,151,674)
Due from (to) DionyMed Holdings Inc. (2,488,611) 2,841,712 353,101
Convertible Promissory Notes assumed by DionyMed Holdings Inc. ‐ (3,206,348) (3,206,348)
Other liabilities (854,855) (19,518) (874,373)
Fair value of net assets acquired $ 25,747,522 $ 98,888 $ 25,846,410
Number of common shares issued ‐ 116,666 116,666
Fair value of common shares issued $ ‐ $ 91,081 $ 91,081
Number of series F convertible preferred shares issued 6,596 2 6,598
Fair value of series F convertible preferred shares issued $ 25,747,522 $ 7,807 $ 25,755,329
Fair value of consideration $ 25,747,522 $ 98,888 $ 25,846,410
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A continuity of property and equipment for the period ended February 28, 2018 is as follows:
improvements equipment Vehicles Total
Cost
As at January 11, 2018 $ ‐ $ ‐ $ ‐ $ ‐
Additions from acquisition (note 4) 16,952 22,527 87,695 127,174
As at February 28, 2018 $ 16,952 $ 22,527 $ 87,695 $ 127,174

As at January 11, 2018 $ ‐ $ ‐ $ ‐ $ ‐
Additions from acquisition (note 4) 596 447 1,460 2,503
As at February 28, 2018 $ 596 $ 447 $ 1,460 $ 2,503

Net book value
As at January 11, 2018 $ ‐ $ ‐ $ ‐ $ ‐
As at February 28, 2018 $ 16,356 $ 22,080 $ 86,235 $ 124,671

6. Intangible Assets and Goodwill
A continuity of intangible assets and goodwill for the period ended February 28, 2018 is as follows:
Market Related
Intangible Assets Licenses Customer Relationship Intangible Assets Total
Cost
As at January 11, 2018 $ ‐ $ ‐ $ ‐ $ ‐
Additions from Acquisitions 12,000 5,020,000 217,000 $ 5,249,000
As at February 28, 2018 $ 12,000 $ 5,020,000 $ 217,000 $ 5,249,000

Accumulated Depreciation and Impairment Losses
As at January 11, 2018 $ ‐ $ ‐ $ ‐ $ ‐
Amortization ‐ ‐ ‐ $ ‐
As at February 28, 2018 $ ‐ $ ‐ $ ‐ $ ‐

Net Carrying Amount
As at January 11, 2018 $ ‐ $ ‐ $ ‐ $ ‐
As at February 28, 2018 $ 12,000 $ 5,020,000 $ 217,000 $ 5,249,000

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Goodwill
Balance as at January 11, 2018 $ ‐
Goodwill acquired in acquisition of DionyMed, Inc 339,763
Goodwill acquired in acquisition of Herban Industries, Inc 24,236,726
Balance as at February 28, 2018 $ 24,576,489

Refer to Note 4 for a discussion of the goodwill acquired from the acquisitions of DionyMed and Herban.
7. Share Capital
Share Capital
Preferred Shares.
Stock Options
Upon the share exchange transaction on February 28, 2018, the Company has approved the establishment of the 2018 Stock
Plan (the “New Plan”) to assume the awards granted by each of DionyMed and Herban as of the date of the share exchange and
contribution. The New Plan authorized the issuance of up to 20% common shares or Series A Convertible Preferred Shares on a
fully diluted basis.
5,017,500 options issued by Herban under the Herban Plan were assumed by the New Plan. The assumed options were
600,000 options issued by DionyMed under the DionyMed Old Plan were assumed by the New Plan. The assumed options were
On August 3, 2017, Herban granted stock options to employees and consultants of the Company, exercisable at CAD$0.10 on
the grant date, to purchase up to an aggregate of 5,017,500 shares of the Company.
On November 16, 2017, DionyMed granted stock options to employees of the Company, exercisable at CAD$0.15 on the grant
date, to purchase up to an aggregate of 600,000 shares of the Company.
On February 28, 2018, the Company granted stock options to employees and consultants of the Company, exercisable at
CAD$1.00 on the grant date, to purchase up to an aggregate of 1,537,000 shares of the Company.
No stock options have been vested and are exercisable as at February 28, 2018. No stock options have been forfeited as at
February 28, 2018.
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Weighted Average
Balance as at January 11, 2018 ‐ $ ‐
Options issued on acquisition of Herban (vested) ‐
Options issued on acquisition of Herban (unvested) 5,017,500 $ 0.10
Options issued on acquisition of DionyMed Inc. (vested) ‐
Options issued on acquisition of DionyMed Inc. (unvested) 600,000 $ 0.15
Options issued to Holding employees 1,537,000 $ 1.00
Cancelled/Forfeited/Expired ‐ ‐
Balance as at February 28, 2018 7,154,500 $ 0.30

condition.

1 72,500

3 900,000

4 4,395,000

5 1,787,000

Total 7,154,500

The Company used the Black‐Scholes option pricing model to estimate the fair value of the options at the grant date using the
following ranges of assumptions:

Risk free interest rate 2.23%
Underlying share price CAD$1.00 per share
Expected volatility based on comparable companies 110%
Black‐Scholes value of each option $0.43 ‐ $0.79

Volatility was estimated by using the historical volatility of other companies that the Company considers comparable that have
trading and volatility history. The expected term in years represents the period of time that options granted are expected to be
outstanding. The risk‐free rate was based on the zero coupon Canada government bonds with a remaining term equal to the
expected life of the options.
The Company recorded CAD$72,475 (USD$57,975) in share‐based compensation expense related to options issued to
employees for the period ended February 28, 2018.
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Commitments
Total $ 824,224 $ 826,036 $ 825,896 $ 676,784 $ 634,584 $ 1,903,752

The Company, through its subsidiaries, leases certain business facilities from third parties under operating lease agreements
that specify minimum rentals. The leases expire through 2028 and contain renewal provisions.
Contingencies
regulation at February 28, 2018, cannabis regulations continue to evolve and are subject to differing interpretations. As a result,
the Company may be subject to regulatory fines, penalties, or restrictions in the future.
of business. At February 28, 2018, there were no pending or threatened lawsuits that could reasonably be expected to have a
9. Income Taxes

Loss before income taxes $ (452,802)

AIl at DionyMed Holdings Canadian statutory rate 26.50% (119,992)
Stock compensation expense ‐1.58% 7,157
Other permanent differences ‐0.21% 957
Valuation allowance of deferred tax assets ‐24.71% 111,878
Total income tax expense (benefit) 0.00% $ ‐

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The deferred tax assets related to the temporary differences were not recognizable, as their recoverability is not considered
probable. The Company has accumulated U.S. net operating losses of $4,130,000 at a Federal and State through February 28,
2018 for income tax purposes, which may be deducted in the calculation of taxable income in future years. These losses will
expire between 2036 and 2038. The Company also has accumulated non‐capital losses of CAD$1,820,000 in Canada up to
February 28, 2018 for income tax purposes, which may be deducted in the calculation of taxable income in future years. These
losses will expire between 2037 and 2038.
At February 28, 2018, Deferred income tax assets consisted of:

U.S. net operating loss carry‐forwards 1,155,926
Depreciable and amortizable assets (1,101,590)
Other items 180,688
$ 611,531

Temporary differences not recognized (611,531)
Deferred tax assets, net of Temporary differences not recognized $ ‐

10. Convertible Promissory Notes
In January and February 2018, DionyMed issued Series A Convertible Promissory Notes (the “Notes”) for a total principal
amount of CAD$4,107,011 (USD$3,206,348). The Notes, which are convertible at the conversion price to be determined by the
next financing, bear interest at 1.75% per annum and have maturity date of December 31, 2020. On February 28, 2018, the
Company assumed the notes in connection with the share exchange transaction. See note 13.
Management also determined that the imputation of interest on these below market‐interest rate notes is not required due to
the fact that the Company has not received any outside debt financing to allow for a reasonable interest rate to be estimated.
11. Due to Related Parties
On February 28, 2018, as part of acquisition of Herban, the Company assumed a loan due to two shareholders with a balance of
$854,855 to fund working capital needs. The loan is not interest‐bearing and is repayable on demand.
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On February 28, 2018, as part of acquisition of DionyMed, the Company assumed a loan due to one shareholder with a balance
of CAD$25,000 (USD$19,518) to fund working capital needs. The loan is not interest‐bearing and is repayable on demand.
The Company's consolidated financial instruments consist of cash and cash equivalents, restricted cash, accounts payable and
accrued liabilities, short‐term note payable, and long‐term debt. The carrying values of these financial instruments approximate
their fair values at February 28, 2018.
There have been no transfers between fair value levels during the period ended February 28, 2018.
The following table summarizes the Company's financial instruments at February 28, 2018:
Fair Value
through Profit Loans and Financial
and Loss Receivables Liabilities Total
Financial Assets:
Cash and Cash Equivalents $ 133,117 $ 133,117
Receivables and Prepaids $ 203,061 $ 203,061

Convertible Promissory Notes (Level 3) $ 3,206,348 $ 3,206,348

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Credit Risk
equivalents.
Liquidity Risk
Convertible Promissory Notes $ 3,206,348 $ 3,206,348

Market Risk
‐ Currency Risk
translation risks.
As at February 28, 2018, if the Canadian dollar had strengthened or weakened by 5% in relation to the U.S. Dollar, with all
variables held constant, the Net Assets of the Company could possibly have increased or decreased by approximately
$1,200,000
As at February 28, 2018, the Company had no hedging agreements in place with respect to foreign exchange rates, however
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Convertible Promissory Note Conversion
In addition, in March 2018, the Company raised additional CAD$1,897,498 (USD$1,481,379) through the issuance of 1,768,598
common shares and 1,289 series A preferred shares as part of Series A round of financing.
Royalty Debt
Company has a buy‐out option that can extinguish all amounts owing without any penalties. The buyout payment requires at
least two times of the initial investment from Grenville, which will be in total of CAD$3,800,000.
On June 14, 2018, the Company closed the first tranche of a non‐brokered private placement of 3,040 Common Share
proceeds of CAD$3,390,000 (USD$2,604,287). On June 15, 2018, the Company closed the second tranche of the non‐brokered
tranche of the non‐brokered private placement by issuing 2,920 Common Share Convertible Debentures and 660 Series A
(USD$2,750,250).
On August 28, 2018, the Company closed the fourth tranche of the non‐brokered private placement by issuing 1,680 Common
Acquired Assets from Rise Brands, Inc
On June 14, 2018, the Company through its subsidiary, Herban CA, acquired certain assets from Rise Brands, Inc (“Rise”). Rise is
a logistics management, co‐packaging, and other service provider to cannabis cultivators, manufacturers, and retailers in
California.
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Winberry (“Winberry”). Winberry is a concentrates and vape cartridge company and holds licenses in the State of Oregon for
the cultivation, distribution and manufacturing of adult‐use cannabis.
business of direct‐to‐consumer cannabis sales and delivery, by issuing an unsecured convertible note that includes the right,
Agreement.
adult‐use cannabis and provides product processing, packaging and distribution services in Oregon.
The transaction was completed for a total purchase price of $150,000, and a $100,000 earn‐out, subject to certain performance
obligations.
DionyMed Term Loan
rate per annum equal to nine and a half percent (9.5%), which interest shall be payable semi‐annually in arrears on the last day
the basis of a 360‐day year for the actual number of days elapsed. Notwithstanding the foregoing, if the Term Loan matures
Company and Sixonine entered into a letter of intent dated August 23, 2018, and subsequently, Sixonine, Sixonine Subco and
the Company entered into the Definitive Agreement.
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26 | P a g e

APPENDIX G
DIONYMED INC. FINANCIAL STATEMENTS FROM INCEPTION OCTOBER 19, 2017 TO
FEBRUARY 28, 2018
[See attached.]
G-1
DionyMed, Inc


From Inception October 19, 2017 to February 28, 2018


DionyMed, Inc

To the Shareholders of DionyMed, Inc:

The accompanying financial statements in this annual report were prepared by management of
DionyMed, Inc (“the Company”), and were reviewed and approved by the Board of Directors of DionyMed,
Inc.






DionyMed, Inc.
We have audited the accompanying financial statements of DionyMed, Inc. (the “Company”), which
comprise the statement of financial position as at February 28, 2018, and the statements of loss and
comprehensive loss, changes in shareholders’ deficiency and cash flows for the period from inception of
October 19, 2017 to February 28, 2018, and the related notes, which comprise a summary of significant
accounting policies and other explanatory information.

Opinion
DionyMed, Inc. at February 28, 2018, and its financial performance and its cash flows for the period from
inception October 19, 2017 to February 28, 2018 in accordance with International Financial Reporting
Standards.
Emphasis of matter
about DionyMed, Inc.’s ability to continue as a going concern.

October 13, 2018

DionyMed, Inc
Statement of Financial Position

Note

Assets
Current Assets
Cash $ 5,006
Other Receivable 119,111
Total Assets $ 124,117

Liabilities and Deficiency
Current Liabilities
Accounts Payable and Accrued Liabilities $ 197,837
Due to Shareholders 9 19,518
Due to DionyMed Holdings Inc 8, 9 364,637

Total Liabilities $ 581,992

Deficiency
Share Capital 6 $ 551,109
Foreign Currency Translation Reserve 6,348
Accumulated Deficit (1,015,332)
Total Deficiency (457,875)
Total Liabilities and Shareholders' Deficiency $ 124,117

Nature of operations (Note 1)

The accompanying notes are an integral part of these financial statements

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DionyMed, Inc
Statement of Loss and Comprehensive Loss
For the Period from October 19, 2017 to February 28, 2018

Note
Revenue $ ‐

Other Operating Expenses
Legal and Professional Fees 377,676
Business Plan and Development Expense 6 521,846
Travel Expenses 113,872
Total Operating Expenses 1,015,332

Net Loss $ (1,015,332)

Other Comprehensive Gain
Foreign Exchange Gain on Translation 6,348
Comprehensive Loss $ (1,008,984)

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DionyMed, Inc
Statement of Changes in Shareholders’ Deficiency

Number of Shares Accumulated
(Series F Other
Number of Shares Convertible Comprehensive Accumulated Shareholders'
Note (Common) Preferred) Share Capital Option Reserves Income Deficit Deficiency
Balance ‐ October 19, 2017 ‐ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐
Common Share Issuance 6 116,666 27,325 27,325
Series F Convertible Preferred Shares Issued for Development
of Business Plan '6 6,598 521,846 521,846
Other Comprehensive Gain 6,348 6,348
Net Loss (1,015,332) (1,015,332)
Balance ‐ February 28, 2018 116,666 6,598 $ 549,171 $ 1,938 $ 6,348 $ (1,015,332) $ (457,875)
6 | P a g e
DionyMed, Inc
Statement of Cash Flow
For the Period from October 19, 2017 to February
28, 2018


Net Loss for the Period $ (1,015,332)
Non‐cash Expense on Initial Share Issuance 521,846
Foreign Exchange Loss 36,018
Change in:
Other Current Assets (119,111)
Accounts Payable and Accrued Liabilities 197,837
Due to Shareholder 19,518
Net Cash Used in Operating Activities (357,286)

Payments made on behalf of Related Parties (2,841,711)
Net Cash Used in Investing Activities (2,841,711)

Proceeds from Issuance of Share Capital 27,325
Proceeds from Issuance of Convertible Promissory Note 3,206,348
Net Cash Provided By Financing Activities 3,233,673

Net Increase in Cash 34,676
Cash, Beginning of Period ‐
Effect of movements in exchange rates on cash held (29,670)
Cash, End of Period $ 5,006

7 | P a g e
DionyMed, Inc
Notes to the Financial Statements
28, 2018


DionyMed, Inc (the “Company”) was incorporated in Ontario, Canada, on October 19, 2017. On February 28, 2018, the Company
was acquired by DionyMed Holdings, Inc (the “DionyMed Holdings”), an entity under common control, through a share exchange
and contribution arrangement.
The Company’s principal activity is to raise capital through issuance of debt and new equity to fund acquisitions and expansions
of operations in the cannabis industry in the United States.
These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued
by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting
Interpretations Committee, effective for the Company’s reporting for the period ended February 28, 2018.
These financial statements were approved by the Board of Directors on October 13, 2018.
Going Concern
These financial statements have been prepared under the assumption that the Company will be able to realize its assets and
discharge its liabilities in the normal course of business. The Company’s ability to continue in the normal course of operations is
dependent on its ability to raise financing sufficient to maintain operations and there are no assurances that the Company will
be successful in achieving this goal. For the period ended February 28, 2018, the Company reported a net loss of $1,015,332,
operating cash outflows of $357,286 and, as of that date, an accumulated deficit amounting to $1,015,332. These material
circumstances cast significant doubt on the Company’s ability to continue as a going concern and ultimately on the
appropriateness of the use of the accounting principles applicable to a going concern. These financial statements do not include
adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to
continue as a going concern. The Company continues to have access to equity and debt financing from private markets, but
there are no guarantees that such financing would be available.
These financial statements have been prepared on the going concern basis, under the historical cost basis except for certain
financial instruments, which are measured at fair value. Historical cost is generally based upon the fair value of the consideration
given in exchange for assets. The expenses within the statements of operations are presented by function.
The functional currency of the Company is the Canadian dollar. These financial statements are presented in United States (U.S.)
dollars.
The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future
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DionyMed, Inc
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periods affected. Significant judgments, estimates and assumptions that have the most significant effect on the amounts
recognized in the financial statements are described below:
Accounting Policies
Cash
Cash includes cash deposits in financial institutions.
Revenue recognition
Revenue is recognized at the fair value of consideration received or receivable.
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Income taxes
Financial Assets
are transferred.
liabilities at fair value are stated at fair value with changes being recognized in the statement of loss.
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standards on future financial statements. Pronouncements that are not applicable or where it has been determined do not
have a significant impact to the Company have been excluded herein.
IFRS 7 is effective on adoption of IFRS 9, which is effective for annual periods commencing on or after January 1, 2018.
effective for annual periods beginning on or after January 1, 2018, with early application permitted. The Company does not
expect significant impact on its financial statements from the adoption of this new standard.
IFRS 16, Leases
standard has not yet been determined.
4. Other Receivable
Other receivable was comprised of:

HST Tax Receivable $ 21,391

Other Receivable (Refer to note 5) 97,720
$ 119,111

5. Convertible Promissory Notes
In January and February 2018, the Company issued Series A Convertible Promissory Notes (the “Notes”) for a total principal
next financing, bear interest at 1.75% per annum and have maturity date of December 31, 2020. As at February 28, 2018, a
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DionyMed, Inc
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receivable of CAD$125,170 (USD$97,720) from the financial institution that initially collected the subscription payment from
one of the investors remained outstanding.
On February 28, 2018, as part of the share exchange transaction to acquire the Company by DionyMed Holdings Inc, DionyMed
Holdings Inc assumed the Notes. In addition, DionyMed Holdings Inc has an amount due to the Company. Please refer to note 9
for further information.
6. Share Capital
Share Capital
Preferred Shares.
During the period, the Company raised additional capital through the issuance of 116,666 common shares yielding proceeds
amounting to CAD$35,000 (USD$27,325).
During the period, the Company issued 6,598 Series F Convertible Preferred Shares to Edward Fields and Daniel Fields at value
of CAD$100 per share for services related to creating the Company’s business plan. The value of the shares were determined by
board resolution. The CAD$659,800 (USD$521,846) is expensed in the statement of net loss.
Stock Options
In November 2017, the Company established 2017 Stock Plan (the “Plan”). The Plan authorized the issuance of up to 660,000
common shares. Options granted generally vest over 2 to 5 years, and typically have a life of 10 years.
The option price under the Plan is determined at the sole discretion of management, but in no case, will it be less than 100% of
the fair market value of a share on the date prior to the grant date.
600,000 options were issued by the Company under the Plan during the period.
On November 16, 2017, the Company granted stock options to employees and consultants of the Company, exercisable at
CAD$0.15 on the grant date, to purchase up to an aggregate of 600,000 shares of the Company.
No stock options have been vested and are exercisable as at February 28, 2018. No stock options have been forfeited as at
February 28, 2018.
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Weighted Average
Balance as at October 19, 2017 ‐ $ ‐
Options issued 600,000 $ 0.15
Cancelled/Forfeited/Expired ‐ $ ‐
Assumed by DionyMed Holdings Inc ‐ 600,000 $ ‐
Balance as at February 28, 2018 ‐ $ 0.15

condition.

4 600,000

Total 600,000


Risk free interest rate 1.41% ‐ 1.62%
Expected volatility based on comparable companies 44.10%

The Company recorded CAD$2,445 (USD$1,938) in share‐based compensation expense related to options issued to employees
for the period ended February 28, 2018.
Contingencies
The Company's operations are subject to a variety of local and provincial regulation. Failure to comply with one or more of
those regulations could result in fines, restrictions on its operations, or losses of permits that could result in the Company
ceasing operations. While management of the Company believes that the Company is in compliance with applicable local and
state regulation at February 28, 2018, cannabis regulations continue to evolve and are subject to differing interpretations. As a
result, the Company may be subject to regulatory fines, penalties, or restrictions in the future.
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DionyMed, Inc
28, 2018


material effect on the results of the Company's operations. There are also no proceedings in which any of the Company's
directors, officers or affiliates is an adverse party or has a material interest adverse to the Company's interest.
8. Share Exchange with Related Party, DionyMed Holdings Inc
On February 28, 2018, DionyMed Holdings Inc acquired 100% of the Company through a share exchange.
During the period, the Company issued convertible promissory notes of CAD$4,107,011 (USD$3,206,348). On February 28,
2018, these convertible promissory notes were assumed by DionyMed Holdings Inc as part of share exchange transaction.
Due to Shareholder
As of February 28, 2018, the Company had a loan due to one shareholder with a balance of CAD$25,000 (USD$19,518) to fund
the Company’s working capital needs. The loan is not interest‐bearing and is repayable on demand.
Management determined that the imputation of interest on the below market‐interest rate loan payable to related party is not
required due to the due on demand nature of the loan and the fact that the Company has not received any outside financing to
allow for a reasonable interest rate to be estimated.
Due to DionyMed Holdings Inc
As of February 28, 2018, the Company made payments to Herban on behalf of DionyMed Holdings of $2,841,711 for working
capital needs. On February 28, 2018, DionyMed Holdings assumed the convertible promissory notes from the company in the
amount of $3,206,348, which resulted in net balance owing to DionyMed Holdings of $364,637.
Daniel Fields, a shareholder of the Company, provided consulting services for the Company. During the period ended February
28, 2018, the Company paid approximately $20,000 to Daniel Fields for expenses and consulting fees. As at February 28, 2018,
$113,000 remained payable by the Company.
10. Income Taxes
Loss for the period before income taxes $ (1,015,332)

AIl at DionyMed Canadian statutory rate 26.50% (269,063)
Other permanent differences ‐0.44% 4,435
Temporary differences not recognized ‐26.06% 264,628
Total income tax expense 0.00% $ ‐

14 | P a g e

DionyMed, Inc
28, 2018


At February 28, 2018, deferred tax assets consisted of:


Temporary differences not recognized (264,628)
Deferred tax assets, net of temporary differences not recognized $ ‐

The Company's financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities, short‐term
note payable. The carrying values of these financial instruments approximate their fair values at February 28, 2018.
There have been no transfers between fair value levels during the period ended February 28, 2018.
Loans and Financial
Receivables Liabilities Total
Financial Assets:
Other Receivable $ 119,111 $ 119,111

Accounts Payable and Accrued Liabilities $ 197,837 $ 197,837

15 | P a g e

DionyMed, Inc
28, 2018


Credit Risk
equivalents. All cash and cash equivalents are placed with major financial institutions in Canada.
Liquidity Risk
The Company has the following contractual obligations:

Market Risk
On March 2, 2018, DionyMed Holdings issued 29,965 Series A Convertible Preferred Shares and 1,110,514 Common Shares for
equity conversions relating to the Notes. In addition, DionyMed Holdings issued 99 Series A Convertible Preferred Shares and
3,932 Common Shares in satisfaction of CAD$13,835 (USD$10,801) of accrued interest on the convertible promissory notes. In
total, the Notes are converted into 30,064 Series A Convertible Preferred Shares and 1,114,446 Common Shares.
In addition, in March 2018, DionyMed Holdings raised additional CAD$1,897,498 (USD$1,481,379) through the issuance of
1,768,598 common shares and 1,289 series A preferred shares as part of Series A round of financing.
16 | P a g e

APPENDIX H
HERBAN INDUSTRIES, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED FEBRUARY 28, 2018 AND 2017
[See attached.]
H-1
Herban Industries, Inc


For the Years Ended February 28, 2018 and 2017



To the Shareholders of Herban Industries, Inc:

The accompanying financial statements in this annual report were prepared by management of Herban
Industries, Inc (“the Company”), and were reviewed and approved by the Board of Directors of Herban
Industries, Inc.






We have audited the accompanying financial statements of Herban Industries, Inc (the “Company”), which
comprise the statements of financial position as at February 28, 2018 and 2017, and the statements of loss
and comprehensive loss, changes in shareholders’ deficiency and cash flows for the years ended February
28, 2018 and 2017, and the related notes, which comprise a summary of significant accounting policies and
other explanatory information.

Opinion
Herban Industries, Inc at February 28, 2018 and 2017, and its financial performance and its cash flows for
the years ended February 28, 2018 and 2017 in accordance with International Financial Reporting
Standards.
Emphasis of matter
about Herban Industries, Inc’s ability to continue as a going concern.

October 13, 2018

Consolidated Statements of Financial Position
As of February 28, 2018 and 2017

Note 28‐Feb‐18 28‐Feb‐17

Assets
Current Assets
Cash $ 128,111 $ 101,218
Accounts Receivables 4 47,326 17,508
Inventories 5 1,209,813 5,034
Prepaid Expenses 45,313 18,187
Due from Greenrush Brands, Inc 10 ‐ 204,158
Other Current Assets 7,563 ‐
Total Current Assets 1,438,126 346,105

Security Deposits 213,301 ‐
Property and Equipment 6 124,671 ‐
Total Assets $ 1,776,098 $ 346,105

Liabilities and Shareholders' (Deficiency) Equity
Current Liabilities
Accounts Payable and Accrued Liabilities $ 1,917,290 $ 91,971
Excise and Cultivation Taxes Payable 36,547 ‐
Due to DionyMed Holdings Inc. 7 2,488,611 ‐
Due to Shareholders 7 854,855 ‐

Total Current Liabilities $ 5,297,303 $ 91,971

Shareholders' (Deficiency) Equity
Share Capital $ 2,023,456 $ 1,000,000
Accumulated Deficit (5,544,661) (745,866)
Total Shareholders' (Deficiency) Equity (3,521,205) 254,134
Total Liabilities and Shareholders' (Deficiency) Equity $ 1,776,098 $ 346,105



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Consolidated Statements of Operations

Note 2018 2017

Revenue $ 53,050 $ ‐

Direct Costs 42,257 ‐
Gross Profit 10,793 ‐

Expenses
Sales and Marketing Expenses 568,693 519,084
Wages and Salaries 1,844,107 ‐
Share‐Based Compensation 8 23,456 ‐
Legal and Professional Fees 767,915 198,947

Administrative and Other Expenses 12 1,605,417 27,835
Total Expenses 4,809,588 745,866

Net Loss $ (4,798,795) $ (745,866)

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Consolidated Statements of Changes in Shareholders’ (Deficiency) Equity

Number of Shares Shareholders'
Note (Common) Share Capital Option Reserves Accumulated Deficit (Deficiency) Equity
Balance ‐ March 1, 2016 ‐ $ ‐ $ ‐ $ ‐ $ ‐
Share Issuance 8 3,000,000 30,000 30,000
Additional Capital Contribution 8 970,000 970,000
Net Loss (745,866) (745,866)
Balance ‐ February 28, 2017 3,000,000 1,000,000 ‐ (745,866) 254,134
Share Split 8 27,000,000
Additional Capital Contribution 8 ‐ 1,000,000 1,000,000
Net Loss (4,798,795) (4,798,795)
Balance ‐ February 28, 2018 30,000,000 2,000,000 23,456 (5,544,661) (3,521,205)
6 | P a g e


2018 2017
Net Loss for the Period $ (4,798,795) $ (745,866)
Depreciation and Amortization 2,503 ‐
Share‐Based Compensation 23,456 ‐
Writedown of Inventory 646,421
Writeoff of Uncollectable Receivables 239,639 ‐
R&D Prototyping Expense 263,875 ‐

Accounts Receivables (29,817) (17,508)
Other Current Assets (6,213) (18,187)
Inventories (832,355) (5,035)
Prepaid Expenses (27,126) ‐
Security Deposits (213,301) ‐
Accounts Payable and Accrued Liabilities 1,678,564 91,971
Other Current Liabilities 36,547 ‐

Net Cash (Used in) Operating Activities (3,016,602) (694,625)
Purchase of Fixed Assets (97,031) ‐
Amounts Advanced to Greenrush (1,211,266) (204,157)
Cash acquired from GreenRush 8,326 ‐
Net Cash Provided By Investing Activities

(1,299,971) (204,157)
Financing Activities Proceeds from Issuance of Share Capital ‐ 30,000
Working Capital Note from Shareholders 854,855 ‐
Advances from DionyMed Holdings, Inc 2,488,611 ‐
Proceeds from Additional Capital Contributions 1,000,000 970,000
Net Cash Provided By Financing Activities 4,343,466 1,000,000

Net Increase in Cash 26,893 101,218
Cash, Beginning of Period 101,218 ‐
Cash, End of Period $ 128,111 $ 101,218
Assets Acquired to Settle Due from GreenRush Receivable, Net of Cash Acquired
Inventories $ 1,018,845
Other Current Assets 1,350
Fixed Assets 30,143
Liabilities Assumed (146,755)
$ 903,583
7 | P a g e


Herban Industries, Inc (“Herban” or the “Company”) was incorporated in Delaware, USA, on March 1, 2016.
The Company’s registered office is located at 1821 S. Bascom Avenue, #282, Campbell, CA 95008.
On February 28, 2018, DionyMed Holdings Inc, an entity under common control, completed the acquisition of all issued and
outstanding equity interests of Herban Industries, Inc and its subsidiaries through a share exchange and contribution
arrangement.
Reporting Interpretations Committee, effective for the Company’s reporting for the year ended February 28, 2018 and 2017.
Going Concern
$4,798,795, operating cash outflows of $3,016,602 and, as of that date, an accumulated deficit of $5,544,661. These material
appropriateness of the use of the accounting principles applicable to a going concern. These consolidated financial statements
do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company
be unable to continue as a going concern. The Company continues to have access to equity and debt financing from private
The functional currency of the Company and its subsidiaries, as determined by management, is the United States (U.S.) dollar.
These consolidated financial statements are presented in U.S. dollars.

8 | P a g e



These consolidated financial statements include the financial information of the Company and its subsidiaries, which are prepared
for the same reporting period using consistent accounting policies. Intercompany transactions, balances and unrealized gains or
losses on transactions are eliminated. The Company’s subsidiaries and its interests in each are presented below:
Subsidiaries Jurisdictions Interest

Herban Industries CA LLC (“Herban California, USA 100%
CA”)
Herban Industries OR LLC (“Herban Oregon, USA 100%
OR”)

Estimated useful lives and depreciation and amortization of property, plant and equipment
Depreciation and amortization of property, plant and equipment are dependent upon estimates of useful lives, which are
determined through the exercise of judgment. The assessment of any impairment of these assets is dependent upon estimates
of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of assets.
expected life of the option, the volatility of the Company’s stock price and the risk free interest rate are taken into
consideration.
third party qualified valuation specialist.
disclosed in note 13.
Accounting Policies
Cash
Inventories
9 | P a g e



realizable value.
Property and equipment is stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures that
Depreciation and amortization are calculated on a straight‐line basis over the estimated useful life of the assets using the
following terms and methods:
Vehicles 5 years
Leasehold Improvements Remaining Life of Lease

disposal proceeds and the carrying value of the asset) is included in the Consolidated Statements of Loss in the year the asset is
derecognized.
Leased assets
Revenue recognition
Revenue is recognized at the fair value of consideration received or receivable.
10 | P a g e



The fair value is measured at grant date and each tranche is recognized over the period during which the options vest using the
Black Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. At each
financial position reporting date, the amount recognized as an expense is adjusted to reflect the number of stock options that
are expected to vest.
Income taxes
Financial Assets
are transferred.
11 | P a g e



IFRS 7 is effective on adoption of IFRS 9, which is effective for annual periods commencing on or after January 1, 2018. The
Company does not expect significant impact on its consolidated financial statements from the adoption of this new standard.
expect significant impact on its consolidated financial statements from the adoption of this new standard.
application permitted. The Company does not expect significant impact on its consolidated financial statements from the
adoption of this new standard.
IFRS 16, Leases
12 | P a g e



standard has not yet been determined. However, upon adoption of IFRS 16, the leases described in Note 9 will likely constitute
4. Accounts Receivable
At February 28, 2018 and 2017, accounts receivable were comprised of:
2018 2017
Accounts receivables $ 47,326 $ ‐
Receivable from related party ‐ 17,508
$ 47,326 $ 17,508

5. Inventories
Inventories consisted of the following at February 28, 2018 and 2017:

2018 2017

Finished goods $ 609,440 $ ‐

Inventory in process 522,023 ‐

Inventory in transit 4,725 ‐

Other inventory 73,625 5,034

$ 1,209,813 $ 5,034

A continuity of property and equipment for the year ended February 28, 2018 is as follows:
improvements equipment Vehicles Total
Cost
As at March 1, 2017 $ ‐ $ ‐ $ ‐ $ ‐
Additions 16,952 22,527 87,695 127,174
As at February 28, 2018 $ 16,952 $ 22,527 $ 87,695 $ 127,174

As at March 1, 2017 $ ‐ $ ‐ $ ‐ $ ‐
Depreciation 596 447 1,460 2,503
As at February 28, 2018 $ 596 $ 447 $ 1,460 $ 2,503

Net book value
As at March 1, 2017 $ ‐ $ ‐ $ ‐ $ ‐
As at February 28, 2018 $ 16,356 $ 22,080 $ 86,235 $ 124,671

13 | P a g e



7. Working Capital Loans from Related Parties
As of February 28, 2018, the Company had a loan due to two shareholders with a balance of $854,855 to fund the Company’s
working capital needs. In addition, DionyMed Holdings Inc., an entity under common control, loaned funds of $2,488,611 to the
Company to finance its working capital needs. Collectively, these loans are non‐interest bearing and are due on demand.
8. Share Capital
The Company is authorized to issue 30,000,000 common shares following a share split in August 2017.
The Company’s common shares are voting and dividend‐paying.
During the years ended February 28, 2018 and 2017, the Company raised additional capital yielding proceeds of $1,000,000 and
$970,000, respectively.
Stock Options
In August 2017, the Company established the Herban 2017 Stock Plan (the “Plan”). The Plan authorized the issuance of up to
22% of common shares outstanding. Options granted generally vest over 1 to 5 years, and typically have a life of 10 years.
The option price under the Plan is determined at the sole discretion of management, but in no case, will it be less than 100% of
the fair market value of a share on the date prior to the grant date.
On August 3, 2017, the Company granted stock options to employees and consultants of the Company, exercisable at $0.08 on
the grant date, to purchase up to an aggregate of 5,017,500 shares of the Company. The option exercise price can in no
circumstances be greater than the fair value of the shares.
On February 28, 2018, DionyMed Holdings Inc, as part of the share exchange transaction to acquire the Company, assumed all
of the outstanding stock options issued by the Company.
67,500 stock options have been vested and are exercisable as at February 28, 2018. No stock options have been forfeited.
Weghted Average Exercise
Number of Options Price (CAD)
Balance as at February 28, 2017 ‐ $ ‐
Options issued 5,017,500 $ 0.10
Cancelled/Forfeited/Expired ‐ $ ‐
Assumed by DionyMed Holdings Inc ‐ 5,017,500 $ ‐
Balance as at February 28, 2018 ‐ $ 0.10

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condition.
1 67,500
3 900,000
4 3,150,000
5 900,000
Total 5,017,500

Risk free interest rate 1.22% ‐ 1.51%
Underlying share price $0.08 per common share
Expected volatility based on comparable companies 44.10%
Expected term 2 ‐ 5 years

Volatility was estimated by using the historical volatility of other companies that the Company considers comparable that have
trading and volatility history. The expected term in years represents the period of time that options granted are expected to be
outstanding. The risk‐free rate was based on the zero coupon Canada government bonds with a remaining term equal to the
expected life of the options.
The Company recorded $23,456 in share‐based compensation expense related to options issued to employees for the year
ended February 28, 2018.
Commitments
Total $ 824,224 $ 826,036 $ 825,896 $ 676,784 $ 634,584 $ 1,903,752

rentals. The leases expire through 2028 and contain renewal provisions. The Company’s net rent expense for the years ended
February 28, 2018 and February 28, 2017 was approximately $133,000 and $7,000 respectively.
Contingencies
15 | P a g e



regulation at February 28, 2018, cannabis regulations continue to evolve and are subject to differing interpretations. As a result,
the Company may be subject to regulatory fines, penalties, or restrictions in the future.
cash to fund working capital needs, payroll liability to Edward Fields is accrued monthly. As at February 28, 2018, $540,000 of
payroll liability remained outstanding, which is included in Accounts Payable and Accrued Liabilities on the Consolidated
Statement of Financial Position.
Write‐off of Loans to Greenrush Brands, Inc
On March 1, 2016, the Company entered into a management services agreement with Greenrush Brands, Inc (“Greenrush”), a
mutual benefit not‐for‐profit corporation in California operating in the medical cannabis business. The Company managed day‐
to‐day operations of Greenrush in accordance with the agreement.
From March 1, 2016 to December 30, 2017, the Company paid for various purchases of inventory, fixed assets, other assets,
and expenses on behalf of Greenrush. As of February 28, 2017 and December 31, 2017, the loan due from Greenrush totaled
$204,158 and $1,397,915 respectively. In order to settle the loan balance, on December 31, 2017, Greenrush transferred all
assets valued at $1,175,784 to Herban CA and ceased operations. The Company considered the remaining balance of $222,131
to be uncollectable and recorded an impairment loss for the year ended February 28, 2018, which is included in Administrative
and Other Expenses on the Consolidated Statement of Operations.
Loan to Zander Fields, Inc
From September 2016 to December 2017, the Company paid various patent and trademark application fees totaling of $15,582
on behalf of Zander Fields, Inc, over which the Company’s Chief Executive Officer has significant influence. Zander Fields, Inc is
not consolidated with the Company because it is not entitled to variable returns. On February 28, 2018, the Company
considered the loan of $15,582 to Zander Fields, Inc to be uncollectable and recorded impairment loss, which is included in
Administrative and Other Expenses on the Consolidated Statement of Operations.
company doing business in California as ByProxie. The entity is not consolidated with the Company because it is not entitled to
variable returns. From August 2017 to the end of the fiscal year, the Company engaged ByProxie to provide marketing services
in California and incurred related expenses of approximately $174,000, which is included in Administrative and Other Expenses
on the Consolidated Statement of Operations. The Company owed ByProxie $10,856 at February 28, 2018, which is included in
Accounts Payable and Accrued Liabilities on the Consolidated Statement of Financial Position.
16 | P a g e



WestField Partners, LLC, over which the Company’s Chief Executive Officer has control, is a management services company. The
entity is not consolidated with the Company because it is not entitled to variable returns. WestField Partners, LLC entered into
a management services agreement with the Company on March 1, 2016. During the years ended on February 28, 2018 and
2017, the Company paid approximately $222,000 and $67,000 respectively for management services, rent, and outside services
reimbursements to Westfield Partners, LLC, which is included in Administrative and Other Expenses on the Consolidated
Statement of Operations. As at February 28, 2018 and 2017, the Company owed the entity $42,809 and $0, respectively, which
is included in Accounts Payable and Accrued Liabilities on the Consolidated Statement of Financial Position.
As of February 28, 2018, the Company had $380,184 of outstanding accounts payable to employees for expense
reimbursements included in Accounts Payable and Accrued Liabilities on the Consolidated Statement of Financial Position
11. Income Taxes
A reconciliation of actual income tax expense for the years ended February 28, 2018 and 2017 and expected income taxes
based on the statutory tax rate follows:
2018 2017
Loss before income taxes $ (4,798,795) $ (745,866)

US statutory rate 21.00% (1,007,747) (156,632)
State income taxes 6.95% (333,516) (51,838)
Stock compensation expense ‐0.14% 6,556 ‐
Section 280E adjustments ‐4.36% 209,207 ‐
Other permanent differences 0.07% (3,227) (116)
Temporary differences not recognized ‐23.52% 1,128,727 208,586
Total income tax expense 0.00% $ ‐ $ ‐

For the year ended February 28, 2018, the effective Federal and state corporate tax rate is 21% and 8.8%, respectively.
Therefore, the combined future tax rate is 27.95%.
Deferred tax assets relate to the temporary differences not recognizable, as their recoverability is not considered probable. The
Company has accumulated U.S. net operating losses of approximately $4,130,000 at February 28, 2018 for income tax
purposes, which may be deducted in the calculation of taxable income in future years. These losses will expire between 2036
and 2038.
17 | P a g e



At February 28, 2018 and 2017, deferred income tax assets consisted of:
2018 2017

U.S. net operating loss carry‐forwards $ 1,155,925 208,586
Depreciable and amortizable assets 700 ‐
Other items 180,688 ‐
1,337,313 208,586

Temporary differences not recognized (1,337,313) (208,586)
Deferred tax assets, net of temporary differences not recognized $ ‐ $ ‐

12. Administrative and Other Expenses
The Company’s administrative and other expenses included the following at February 28, 2018 and 2017:
2018 2017
Writedown of inventory $ 646,421 $ ‐
Writeoff of Uncollectable Receivables 237,713 ‐
Travel expenses 241,574 ‐
Recruiting Expenses 178,391 ‐
Software license fees 142,228 ‐
Rent expenses 133,189 7,260
Other operating expenses 25,901 20,575
$ 1,605,417 $ 27,835

liabilities, short‐term note payable, and long‐term debt. The carrying values of these financial instruments approximate their
fair values at February 28, 2018 and 2017.
18 | P a g e



There have been no transfers between fair value levels during the years ended February 28, 2018 and 2017.
Loans and Financial
Receivables Liabilities Total
Financial Assets:

Due to DionyMed Holdings Inc. $ 2,488,611 $ 2,488,611

Loans and
Receivables Financial Liabilities Total
Financial Assets:
Due from Greenrush Brands, Inc $ 204,158 $ 204,158


Credit Risk
contractual obligations. The maximum credit exposure at February 28, 2018 and 2017 is the carrying amount of cash and cash
equivalents.
19 | P a g e



Liquidity Risk

Accounts Payable and Accrued Liabilities $ 1,917,290 ‐ ‐ $ 1,917,290

Market Risk
a logistics management, co‐packaging, and other service provider to cannabis cultivators, manufacturers, and retailers in
California.
Winberry (“Winberry”). Winberry is a concentrates and vape cartridge company and holds licenses in the State of Oregon for
the cultivation, distribution and manufacturing of adult‐use cannabis.
20 | P a g e

APPENDIX I
PRO FORMA BALANCE SHEET OF ISSUER
[See attached.]
I-1

DionyMed Holdings Inc

Pro Forma Consolidated Statement of Financial Position
As of June 30, 2018
(Unaudited)

DionyMed Holdings Inc Sixonine Ventures Notes Pro Forma Adjustments Pro Forma Balances
($ USD) ($ USD) ($ USD) ($ USD)
As at July 31, 2018 As at June 30, 2018
Assets
Current Assets
Cash 1,571,980 7,218
3a) 2,187,120
3b) 193,651
3c) (1,000,000)
3d) 18,985,419
3d) (1,177,096) 20,768,293
Account Receivables 1,823,557 13,277 1,836,834
Inventory 527,597 527,597
Prepaid Expenses 65,886 65,886
Total Current Assets 3,989,020 20,495 19,189,095 23,198,610
Non-Current Assets
Security Deposits 256,028 256,028
Property and Equipment 664,848 664,848
Intangible Assets 12,696,754 12,696,754
Goodwill 25,466,080 - 25,466,080
Total Assets 43,072,730 20,495 - 19,189,095 62,282,320
Liabilities and (Deficiency) Equity
Current Liabilities
Accounts Payable and Accrued Liabilities 3,115,499 67,260 3,182,759
Excise and Cultivation Taxes Payable 951,726 951,726
Financial Liabilities - Rise Brands, Inc 4,684,000 4,684,000
Due to Rise Brands, Inc 215,236 215,236
Due to Shareholders 415,341 415,341
Total Current Liabilities 9,381,802 67,260 - - 9,449,062
Non-Current Liabilities
Convertible Debentures 9,656,603
3a) 2,187,120
3a) (11,843,723) -
Royalty Debt 1,494,501 1,494,501
Total Liabilities 20,532,906 67,260 - (9,656,603) 10,943,563
(Deficiency) Equity
Share Capital 31,211,953 78,815,914
3a) 11,843,723
3a) 534,965
3b) 193,651
3c) (78,815,914)
3c) 3,037,667
3d) 18,985,419
3d) (1,177,096) 64,630,283
Foreign Currency Translation Reserve (105,082) (105,082)
Accumulated Deficit (8,567,047) (78,862,678)
3a) (534,965)
3c) 78,862,678
3c) (4,084,432) (13,186,444)
Total (Deficiency) Equity 22,539,824 (46,765) - 28,845,698 51,338,757
Total Liabilities and (Deficiency) Equity 43,072,730 20,495 - 19,189,095 62,282,320


As of June 30, 2018
(Unaudited)

1. BASIS OF PRESENTATION
The accompanying unaudited pro forma consolidated statement of financial position for Sixonine
Ventures Corp. (“Sixonine”) has been prepared by management to reflect the amalgamation of
DionyMed Holdings Inc. (“DionyMed” or “Resulting Issuer”) and Sixonine after giving effect to the
proposed transactions (the “Transaction”) as described below in Note 2.
The unaudited pro forma consolidated statement of financial position has been prepared from
information derived from and should be read in conjunction with the following:
 The consolidated statement of financial position included in the audited financial statement of
DionyMed Holdings Inc. as at July 31, 2018.
 The interim statement of financial position included in the unaudited financial statements of
Sixonine as at June 30, 2018.
The unaudited pro forma statement of financial position has been prepared for the illustration
purposes only and may not be indicative of the financial position that would have occurred if the
proposed transaction had been in effect at the date indicated and is not necessarily indicative of the
financial position in the future.
Management believes that the assumption used provide a reasonable basis for the presenting all of the
significant effects of the transaction, including transactions completed in connection with completing
the Transaction, and that the pro forma adjustments give appropriate effect to those assumptions and
are appropriately applied.
Completion of the Transaction is subject to a number of conditions, including but not limited to,
shareholder approval and Canadian Securities Exchange (“CSE”) acceptance. There can be no
assurance that the Transaction will be completed as proposed or at all.
2. PRO FORMA TRANSACTION
SubCo is a wholly-owned subsidiary of Sixonine that was incorporated under the Canadian Business
Corporations Act (the “CBCA”) for the purposes of effecting the Transaction. Pursuant to the
Agreement, the Transaction will result in the following:
 DionyMed and SubCo will amalgamate to form AmalCo and continue as one corporation
under the CBCA as a subsidiary of Sixonine; and
 Sixonine will effect: (i) a consolidation of all of the outstanding common shares of Sixonine
on a 7.34 to 1 basis (the “Consolidation”), resulting in an aggregate of approximately 941,176
post-Consolidation common shares of Sixonine (the “Common Shares”); and (ii) a name
change pursuant to which the corporation will change its name to “DionyMed Holdings Inc.”
or such other name as determined by DionyMed (the “Name Change”).
Legally the transaction will result in DionyMed becoming a subsidiary of Sixonine. However, the
result of the transaction is that the former shareholders of DionyMed Holdings Inc. (after giving
effect to the DionyMed’s private placement described in Note 3) will own 99% of the issued and


As of June 30, 2018
(Unaudited)

outstanding common shares of the Resulting issuer. Therefore, the Transaction will be a reverse take
over (“RTO”) of Sixonine and DionyMed will be deemed to be the acquirer for all accounting
purposes.
3. PRO FORMA ADJUSTMENTS
The unaudited pro forma statement of financial position incorporates the following assumptions and
adjustments:
a) On June 14, 2018, DionyMed closed the first tranche of a non-brokered private placement of
3,040 DionyMed Common Share Convertible Debentures and 350 DionyMed Series A
Convertible Debentures at a price of CAD$1,000 per DionyMed Convertible Debenture, for
gross proceeds of CAD$3,390,000. On June 15, 2018 DionyMed closed the second tranche of
the non-brokered private placement by issuing 5,600 DionyMed Common Share Convertible
Debentures at a price of CAD$1,000 per DionyMed Common Share Convertible Debenture
for gross proceeds of CAD$5,600,000. On July 10, 2018, DionyMed closed the third tranche
of the non-brokered private placement by issuing 2,920 DionyMed Common Share
Convertible Debentures and 660 DionyMed Series A Convertible Debentures at a price of
CAD$1,000 per DionyMed Convertible Debenture for gross proceeds of CAD$3,580,000. On
August 28, 2018, DionyMed closed the fourth tranche of the non-brokered private placement
by issuing 1,680 DionyMed Common Share Convertible Debentures and 3,930 DionyMed
Series A Convertible Debentures at a price of CAD$1,000 per DionyMed Convertible
Debenture for gross proceeds of CAD$2,880,000. The combined gross proceeds of the four
tranches of the financing was approximately CAD$15,450,000 (collectively, the “DionyMed
Series B Private Placement”).
For the purposes of the consolidated pro forma statement of financial position, the fourth
tranch of convertible debentures closed after July 31, 2018 have been accounted for as closed,
and the convertible debentures have been accounted for as converted. The proceeds of
$11,843,723 have been allocated to share capital and it is anticipated that 8,750,504 fully
diluted subordinate voting shares of DionyMed and 2,479,328 warrants exercisable at a price
of CAD$3.12 per share will be issued on conversion.
The agent in the second tranche of the Series B Private Placement will receive broker
warrants equal to 7% of CAD$5,600,000 divided by the common share conversion price,
which is CAD$2.09 assuming the RTO subscription receipt price of CAD$4.25 as of the date
of this document. Each warrant will be exercisable to purchase a common share at an exercise
price equal to the common share conversion price for a period of 24 months from the
completion of the RTO transaction.
The agent in the second tranche of the Series B Private Placement will also receive broker
warrants equal to 3% of CAD$3,390,000 (president’s list) divided by the common share
conversion price, which is CAD$2.09 assuming the RTO subscription receipt price of
CAD$4.25 as of the date of this document. Each warrant will be exercisable to purchase a
common share at an exercise price equal to the common share conversion price for a period
of 24 months from the completion of the RTO transaction.


As of June 30, 2018
(Unaudited)

b) On July 11, 2018, Sixonine closed a non-brokered private placement of 1,700,000 units at a
price of CAD$0.15 per unit. Each unit consists of one common share of Sixonine and one
share purchase warrant, entitling the holder to acquire an additional common share of
Sixonine at a price of CAD$0.20 until July 11, 2019. All securities issued in connection with
the Offering are subject to a hold period expiring November 12, 2018.
c) The transaction is to be accounted for as an RTO. Management has determined that Sixonine
does not have the inputs and processes capable of producing outputs that are necessary to
meet the definition of a business as defined by IFRS 3 – Business Combinations. Therefore,
the transaction has been recorded as a share-based payment whereby DionyMed has acquired
the net assets of Sixonine and obtained a listing of its shares on CSE. The cost of acquisition
was determined based on the fair value of the consideration paid plus transaction costs that
are directly attributable to the transaction as follows:
Fair Value of shares of the Resulting Issuer held by the shareholders of Sixonine 3,037,667
Estimated transaction costs 1,000,000
4,037,667
(1). The issued share capital of Sixonine consisted 5,211,532 common shares. After the consolidation, the number of Sixonine common
shares in the Resulting Issuer were XXX. The fair value of these common shares was determined by reference to the price per Subscription
Receipt of the DionyMed Private Placement, which was CAD$4.25 per Subscription Receipt.
(2). Estimated transaction costs of $1,000,000 consists of exchange fees, consulting fees and professional fees that are directly attributable to
the transaction.
The cost of the transaction was first allocated to the net assets of Sixonine with the excess
attributed to the obtainment of a listing on the CSE as follows:
Net assets of Sixonine at June 30, 2018 (46,765)

Pro forma net assets acquired (46,765)
Excess attributed to expense of obtaining CSE Listing 4,084,432
4,037,667
d) Concurrently with the transaction, DionyMed intends to complete a private placement of

5,882,353 subscription receipts at a price of CAD$4.25 per subscription receipt (the “RTO
Private Placement”) for gross proceeds of approximately CAD$25,000,000. Concurrently
with the closing of the Transaction, each subscription receipt will automatically convert into
one subordinate voting share of the Resulting Issuer.
The agents in the RTO private placement will receive as compensation 7% of the gross
proceeds raised from the sale of the subscription receipts (provided that the 7% fee be
reduced to 3% in respect to sales to a “president’s list”).
4. PRO FORMA SHARE CAPITAL


As of June 30, 2018
(Unaudited)

Resulting Issuer
Notes Number of Shares Amount
Outstanding common shares of DionyMed as at June 30, 2018 2 39,685,010 31,211,953

Share capital of Sixonine 3c) 941,176 3,037,667
Common shares of Sixonine issued subsequent to June 30, 2018 3b) 1,700,000 193,651
DionyMed series B convertible debentures conversion including
broker warrants 3a) 8,750,504 12,378,688
DionyMed RTO concurrent financing net of financing fees 3d) 5,882,353 17,808,323
Pro Forma Share Capital 56,959,043 64,630,283
5. PRO FORMA EFFECTIVE INCOME TAX RATE
The pro-forma effective income tax rate applicable to the operations for the near terms is 26.5%
APPENDIX J
SIXONINE MD&A FOR THE SIX MONTHS ENDED JUNE 30, 2018
[See attached.]
J-1
INTERIM MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE SIX MONTHS ENDED JUNE 30, 2018
Date: August 22, 2018
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

This interim management’s discussion and analysis (“MD&A”) reports on the operating results and
financial condition of Sixonine Ventures Corp. (formerly Homeland Energy Group Ltd.) (the
“Company” or “Sixonine”) for the six months ended June 30, 2018 and is prepared as at August 22,
2018. This interim MD&A serves as an update from the Company’s annual MD&A as at and for the
year ended December 31, 2017. Additionally, this interim MD&A should be read in conjunction with
the Company’s audited financial statements for the years ended December 31, 2017 and 2016 and
the notes thereto which were prepared in accordance with International Financial Reporting
Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”), together with
the unaudited interim financial statements for the six months ended June 30, 2018, which were
prepared in accordance with IFRS and in accordance with International Accounting Standards (“IAS”)
34, Interim Financial Reporting (collectively referred to as the “Financial Statements”). Other
information contained in these documents has also been prepared by management and is consistent
with the data contained in the Financial Statements. All dollar amounts referred to in this MD&A are
expressed in Canadian dollars except where indicated otherwise.
APPROVAL
The Company’s certifying officers, based on their knowledge, having exercised reasonable diligence,
are also responsible to ensure that these filings do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated or that is necessary to make a statement not
misleading in light of the circumstances under which it was made, with respect to the period covered
by this MD&A, and these Financial Statements together with the other financial information included
in this MD&A fairly present in all material respects the financial condition, results of operations and
cash flows of the Company, as of the date of and for the periods presented in this MD&A. The Board’s
review is accomplished principally through the Audit Committee, which meets periodically to review
all financial reports, prior to filing. The Board of Directors has approved the Financial Statements and
MD&A, as well as ensured that management has discharged its financial responsibilities as at May 30,
2018.

This MD&A includes "forward‐looking statements", within the meaning of applicable securities
legislation, which are based on the opinions and estimates of management and are subject to a variety
of risks and uncertainties and other factors that could cause actual events or results to differ
materially from those projected in the forward-looking statements. While these forward-looking
statements, and any assumptions upon which they are based, are made in good faith and reflect our
current judgment regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions, or other future
performance suggested herein.
1
Forward‐looking statements are often, but not always, identified by the use of words such as "seek",
"anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project",
"predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words
suggesting future outcomes or statements regarding an outlook. These statements involve known
and unknown risks, uncertainties and other factors that may cause actual results or events to differ
materially from those anticipated in such forward-looking statements. These forward-looking
statements include but are not limited to statements concerning:
• The Company’s success at completing future financings

• The Company’s strategies and objectives
• General business and economic conditions
• The Company’s ability to meet its financial obligations as they become due
• The Company’s ability to identify, successfully negotiate and/or finance an acquisition of a
new business opportunity
• The positive cash flows and financial viability of new business opportunities
• The Company’s ability to manage growth with respect to a new business opportunity
• The Company’s tax position, anticipated tax refunds and the tax rates applicable to the
Company
Readers are cautioned that the preceding list of risks, uncertainties, assumptions and other factors
are not exhaustive. Events or circumstances could cause actual results to differ materially from those
estimated or projected and expressed in, or implied by these forward-looking statements. Due to the
risks, uncertainties and assumptions inherent in forward‐looking statements, prospective investors in
securities of the Company should not place undue reliance on these forward‐looking statements.
CORPORATE OVERVIEW
Sixonine is a public company and its common shares are listed for trading on the TSX Venture
Exchange under the symbol SNX.H. The Company was originally incorporated under the Canada
Business Corporations Act on October 12, 2006, and on March 22, 2017 was continued into British
Columbia under the British Columbia Business Corporations Act, and changed its name from
Homeland Energy Group Ltd. to Sixonine Ventures Corp.
The Company’s primary operation is the identification, and evaluation of a new business opportunity
for the purpose of acquisition or participation. The Company currently has insufficient liquidity to
meet its operational requirements for the next fiscal year, and its continued operations are dependent
upon its ability to identify, evaluate and successfully negotiate an agreement to acquire an interest in
a sustainable/viable business operation. Any acquisition proposed by the Company will be subject to
shareholder and regulatory approval. There is no assurance that the Company will identify a business
or asset that warrants acquisition or participation, and/or will be able to obtain the financing
2
necessary to support a new business acquisition. These material uncertainties may cast doubt on the
Company’s ability to continue as a going concern.
OUTLOOK
The Company is actively searching for new investment and acquisition opportunities.
SELECTED ANNUAL INFORMATION1

Annual information for the last three years is outlined below:
For the years ended
December 31,
2017 2016 2015
Revenue $- $- $-
Loss from operations $ (215,537) $ (84,347) $ (327,776)
Loss per share - basic and diluted² $ (0.06) $ (0.02) $ (0.10)
Net loss and comprehensive loss $(215,537) $ (74,562) $ (272,273)
Total assets $ 68,563 $ 4,010 $ 30,702

Total liabilities $ 71,040 $ 190,170 $ 142,300
¹
Financial information prepared in accordance with International Financial Reporting Standards (“IFRS”)
² Per share information has been retroactively adjusted to reflect the March 22, 2017 75 old common shares for
1 new common share consolidation, and the September 20, 2017 2 old common shares for 1 new common share
consolidation
The $176,903 increase in loss from operations for the year ended December 31, 2017 as compared to
2016 was the result of the capital restructuring that the Company completed during the year. The
Company was effectively inactive during 2016 and therefore the loss in 2016 decreased by $243,429
to $84,347 from the previous year’s loss of $327,776.
3
SELECTED QUARTERLY INFORMATION1

The following table sets forth certain quarterly financial information of the Company for the eight
most recent quarters:
2nd Quarter 1st Quarter 4th Quarter 3rd Quarter

Ended Ended Ended Ended
June 30, March 31, December 31, September 30,
2018 2018 2017 2017
Loss and comprehensive loss $ (40,811) $ (18,292) $ (102,326) $ (39,706)
Loss and comprehensive loss
2 $ (0.01) $ (0.00) $ (0.03) $ (0.01)
per share
2nd Quarter 1st Quarter 4th Quarter 3rd Quarter
June 30, March 31, December 31, September 30,
2017 2017 2016 2016
Loss and comprehensive loss $ (71,814) $ (1,691) $ (57,848) $ (14,829)
Loss and comprehensive loss
2 $ (0.01) $ (0.00) $ (0.01) $ (0.00)
per share
¹
consolidation
The operating results for period detailed in the table above largely reflect the on-going costs of
maintaining a public company. The increase in loss for the fourth quarter of 2017 as compared to
previous quarters related to the cost of the shares that were issued pursuant to a credit facility. The
decreased loss in the first quarter of 2017 relates to gains on the write-off of certain accounts payable.
4
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2018
The following is an analysis of the Company’s operating results for the three months ended June 30,
2018 and includes a comparison against the three months ended June 30, 2017.
Expenses:
Foreign exchange loss for the three months ended June 30, 2018 was $nil compared to $233 for the
same period in the previous year.
General and administrative expenses for the three months ended June 30, 2018 were $78 compared
to $7,031 for the same period in the period year.
Management fees for the three months ended June 30, 2018 were $24,000 compared to $24,000 for
the same period in the period year. This cost is reflective of an accounting and administrative services
agreement entered into by the Company in January 2017.
Professional fees for the three months ended June 30, 2018 were $4,250 compared to $27,912 for
the same period in the previous year. The higher professional fees in the period in 2017 related to
legal fees associated with the Company’s financial restructuring.
Rent expense for the three months ended June 30, 2018 was $6,000 compared to $6,000 for the same
period in the previous year.
Transfer agent and filing fees for the three months ended June 30, 2018 were $6,483 compared to
$5,459 for the same period in the previous year.
Write-off provision and payable for the three months ended June 30, 2018 was $nil compared to
$1,179 for the same period in the previous year. The amount for the period in 2017 related to the
write off of certain aged accounts payable and accrued liabilities.
Net loss and comprehensive loss for the period

As a result of the above activities, the Company experienced a loss and comprehensive loss for the
three months ended June 30, 2018 of $40,811 compared to $71,814 for the same period in the
previous year.
5
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2018
The following is an analysis of the Company’s operating results for the six months ended June 30, 2018
and includes a comparison against the six months ended June 30, 2017.
Expenses:
Foreign exchange loss for the six months ended June 30, 2018 was $nil compared to $16 for the same
General and administrative expenses for the six months ended June 30, 2018 were $546 compared
to $12,247 for the same period in the period year.
Management fees for the six months ended June 30, 2018 were $48,000 compared to $48,000 for
the same period in the period year. This cost is reflective of an accounting and administrative services
agreement entered into by the Company in January 2017.
Professional fees for the six months ended June 30, 2018 were $8,500 compared to $27,912 for the
same period in the previous year. The higher professional fees in the period in 2017 related to legal
fees associated with the Company’s financial restructuring.
Rent expense for the six months ended June 30, 2018 was $12,000 compared to $12,000 for the same
Transfer agent and filing fees for the six months ended June 30, 2018 were $9,966 compared to
$19,043 for the same period in the previous year.
Write-off provision and payable for the six months ended June 30, 2018 was $19,909 compared to
$45,713 for the same period in the previous year. The amounts for both periods relate to the write
off of certain aged accounts payable and accrued liabilities.

As a result of the above activities, the Company experienced a loss and comprehensive loss for the six
months ended June 30, 2018 of $59,103 compared to $73,505 for the same period in the previous
year.
6
RISKS AND UNCERTAINTIES

Strategic Risk
The Company presently does not own any properties, business or other related assets of merit and its
principal business activity is the identification and evaluation of a new investment and acquisition
opportunity. The risks that are inherent to this strategy include, but are not limited to, the ability to
identify and acquire worthwhile opportunities, the ability to retain staff and management in order to
pursue these opportunities, and the ability to raise the capital necessary to fund these projects. There
is no guarantee that the Company will be able to complete an acquisition of or investment in a new
business opportunity. If an acquisition of or the participation in corporations, properties, assets or
businesses is identified, the Company may find that even if the terms of an acquisition or participation
are economic, it may not be able to finance such acquisition or participation and additional funds will
be required to enable the Company to pursue such an initiative. There is no guarantee that additional
financing will be available or that it will be available on terms acceptable to management of the
Company. The Company will be competing with other companies, many of which will have far greater
resources and experience than the Company. No assurance can be given that the Company will be
successful in raising the funds required for an acquisition.
Lack of Dividend Policy

The Company does not presently intend to pay cash dividends in the foreseeable future, as any
earnings are expected to be retained for use in developing and expanding its business. However, the
actual amount of dividends from the Company will remain subject to the discretion of the Company’s
Board of Directors and will depend on results of operations, cash requirements and future prospects
of the Company and other factors.
Possible Dilution to Present and Prospective Shareholders

The Company’s plan of operation, in part, contemplates the accomplishment of business negotiations
by the issuance of cash, securities of the Company, or a combination of the two, and possibly, incurring
debt. Any transaction involving the issuance of previously authorized but unissued common shares
would result in dilution, possibly substantial, to present and prospective holders of common shares.
Dependence of Key Personnel

The Company strongly depends on the business and technical expertise of its management and key
personnel. There is little possibility that this dependence will decrease in the near term. As the
Company’s operations expand, additional general management resources will be required. These
personnel will be central to the Company’s ability to locate and develop business opportunities.
Lack of Trading
The lack of trading volume of the Company’s shares reduces the liquidity of an investment in the
Company’s shares.
7
Volatility of Share Price

Market prices for shares of companies on the NEX Board of the TSX Venture Exchange are often
volatile. Factors such as announcements of financial results, and other factors could have a significant
effect on the price of the Company’s shares.
LIQUIDITY AND CAPITAL RESOURCES

shareholder value as well as to ensure that the Company is able to meet its financial obligations as
they become due.
As at June 30, 2018, the Company does not have any long-term debt outstanding and is not subject to
any externally imposed capital requirements or debt covenants. There was no change to the
Company’s approach to capital management during the six months ended June 30, 2018.
The Company currently has no assets of merit and no material sources of revenue; consequently, the
Company remains dependent upon the financial support of its shareholders. The Company has a
history of losses and has a shareholders’ deficiency. The future success of the Company is dependent
on the identification and successful negotiation/acquisition of a sustainable/viable business operation
together with the ability to finance the necessary funding, at agreeable terms, to support a business
acquisition. As at June 30, 2018, the Company had an accumulated deficit of $103,846,375 (December
31, 2017 - $103,787,272). These factors raise doubt as to the ability of the Company to continue as a
going concern.
The Company’s objective in managing liquidity risk is to maintain sufficient liquidity in order to meet
operational and investing requirements at any point in time. The Company has no material revenue
producing assets; consequently, the Company has historically financed its operations and met its
capital requirements primarily through related party debt, third party loans, and the sale of share
capital by way of private placements.
For the six months ended June 30, 2018, the Company had an opening cash position of $54,593. During
the six months ended June 30, 2018, operating activities consumed cash of $45,088 compared to
$117,205 for the same period in the previous year. The Company did not engage in any financing or
investing activities during the six months ended June 30, 2018. As a result of these activities, at June
30, 2018, the Company has a cash balance of $9,505 (June 30, 2017: $14,357). The Company has
insufficient funds from which to finance ongoing operating costs over the next 12 months, and has
8
insufficient working capital to fund any identified business acquisition and as such will require
additional financing to accomplish the Company’s long term strategic objectives.
Subsequent to the end of the period, on July 11, 2018, the Company completed a non-brokered
private placement of 1,700,000 units at a price of $0.15 per unit. Each unit consists of one common
share of the Company and one share purchase warrant, entitling the holder to acquire an additional
common share of the Company at a price of $0.20 until July 11, 2019.
The Company’s financial statements have been prepared in accordance with IFRS with the assumption
that the Company will be able to realize its assets and discharge its liabilities in the normal course of
business rather than a process of forced liquidation. Realization values may be substantially different
from carrying values as shown and these financial statements do not give effect to adjustments that
would be necessary to the carrying values and classification of assets and liabilities should the
Company be unable to continue as a going concern.
SHARE CAPITAL
(a) Authorized Unlimited common shares
shares on 2 for 1 basis. All share and per share values in this report have been adjusted to reflect
these consolidations, unless otherwise noted.
(c) Issued and outstanding
On July 11, 2018, the Company closed the non-brokered private placement of 1,700,000 units at
a price of $0.15 per unit. Each unit consists of one common share of the Company and one share
purchase warrant, entitling the holder to acquire an additional common share of the Company at
a price of $0.20 until July 11, 2019. All securities issued in connection with the Offering are subject
to a hold period expiring November 12, 2018.
As at the date of this MD&A, the Company has 6,911,532 common shares issued and outstanding.
Balance as at December 31, 2017 and June 30, 2018 5,211,532 $ 95,877,266
Balance as at the date of this MD&A 6,911,532 96,132,266
9
(d) Warrants
A summary of the Company’s warrant activity is as follows:

Number of Weighted average
Expiry Date
warrants exercise price
Balance, December 31, 2017 and June
30, 2018 - $- -
Warrants issued 1,700,000 0.15 July 11, 2019
Balance, as at the date of this MD&A 1,700,000 $ 0.15 July 11, 2019
RELATED PARTY TRANSACTIONS

during the six months ended June 30, 2018 and 2017.

For the three months For the six months
Type of Service Nature of Relationship ended June 30, ended June 30,
2018 2017 2018 2017
Management To a company that has a
fees director in common with
the Company $ 24,000 $ 24,000 $ 48,000 $ 48,000
Rent To a company that has a
director in common with
the Company 6,000 6,000 12,000 12,000
Total $ 30,000 $ 30,000 $ 60,000 $ 60,000
Nature Relationship June 30, 2018 December 31, 2017
Account payable – A company with a director
management fees and in common with the
rent payable Company $ 63,000 $ 10,500
Total $ 63,000 $ 10,500
10
FINANCIAL INSTRUMENTS
(a) Fair Value
As at June 30, 2018 and December 31, 2017, the Company’s financial instruments consist of cash,
receivables, accounts payable and accrued liabilities. Cash and receivables are classified at
amortized cost. Accounts payable and accrued liabilities are classified at amortized cost. The fair
values of these financial instruments approximate their carrying values because of their short-
term nature and/or the existence of market related interest rates on the instruments.
(b) Financial Risk Factors
summarized below:
I. Liquidity risk
ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2018,
the Company had a cash balance of $9,505 to settle current liabilities of $88,568. All the
Company’s financial liabilities have contractual maturities of less than 30 days and are
subject to normal trade terms. As at June 30, 2018, the Company has no sources of revenue
to fund its operating expenditures or fund any identified business acquisition and as such
will likely require additional financing to accomplish the Company’s long term strategic
objectives. Future funding may be obtained by means of issuing share capital, or debt
financing. If the Company is unable to continue to finance itself through these means, it is
possible that the Company will be unable to continue as a going concern as disclosed in
Note 1. Consequently, the Company is currently exposed to a moderate level of liquidity
risk.
II. Credit risk
Credit risk is the risk that a customer or counterparty will fail to perform an obligation or
fail to pay amounts due, causing a financial loss. The Company’s has no contractual
receivables as such the Company considers its credit risk to be low.
III. Market Risks
11
Interest risk is the risk that the fair value or future cash flows will fluctuate as a result
of changes in market risk. The Company’s sensitively to interest rate relative its cash
balances is currently immaterial. The Company also has no long-term debt with
variable interest rates, so it has no negative exposure to changes in the market
interest rates.
dollars. As at June 30, 2018, the Company is not exposed to currency risk.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The Company makes estimates and assumptions about the future that affect the reported amounts
of assets and liabilities. Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances. In the future, actual experience may differ from these estimates
and assumptions.
The effect of a change in an accounting estimate is recognized prospectively by including it in

comprehensive income in the year of the change, if the change affects that year only, or in the year
of the change and future years, if the change affects both.
For the period ended June 30, 2018 the Company did not need to apply and critical accounting
estimates and judgements in applying accounting policies that would have a significant risk of causing
material adjustment to the carrying amounts of assets and liabilities recognized in the financial
statements within the next financial year.
ADOPTION OF NEW ACCOUNTING STANDARDS

The accounting policies applied in the preparation of these condensed interim financial statements
are consistent with those applied and disclosed in the Company’s audited financial statements for the
year ended December 31, 2017, except for the adoption, on January 1, 2018, of IFRS 9, Financial
Instruments: Classification and Measurement ("IFRS 9"), which has an initial application as at this
date.
IFRS 9, Financial Instruments (new; to replace IAS 39)

IFRS 9 uses a single approach to determine whether a financial asset is classified and measured at
amortized cost or fair value, replacing the multiple rules in IAS 39, Financial Instruments: Recognition
and Measurement (“IAS 39”). The approach in IFRS 9 is based on how an entity manages its financial
instruments and the contractual cash flow characteristics of the financial asset. Most of the
12
requirements in IAS 39 for classification and measurement of financial liabilities were carried forward
in IFRS 9 and, therefore, the accounting policy with respect to financial liabilities is unchanged.
The following is the new accounting policy for financial assets under IFRS 9:
Financial assets
The Company will now classify its financial assets in the following categories: at fair value through
profit and loss (“FVTPL”), at fair value through other comprehensive income (“FVTOCI”) or at
amortized cost. The determination of the classification of financial assets is made at initial recognition.
Equity instruments that are held for trading (including all equity derivative instruments) are classified
as FVTPL; for other equity instruments, on the day of acquisition the Company can make an
irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI.
The Company’s accounting policy for each of the categories is as follows:
Financial assets at FVTPL: Financial assets carried at FVTPL are initially recorded at fair value and
transaction costs are expensed in the statement of (loss) income. Realized and unrealized gains and
losses arising from changes in the fair value of the financial assets held at FVTPL are included in the
statement of (loss) income in the period.
Financial assets at FVTOCI: Investments in equity instruments at FVTOCI are initially recognized at fair
value plus transaction costs. Subsequently they are measured at fair value, with gains and losses
arising from changes in fair value recognized in other comprehensive (loss) income in which they arise.
Financial assets at amortized cost: A financial asset is measured at amortized cost if the objective of
the business model is to hold the financial asset for the collection of contractual cash flows, and the
asset's contractual cash flows are comprised solely of payments of principal and interest. They are
classified as current assets or non-current assets based on their maturity date and are initially
recognized at fair value and subsequently carried at amortized cost less any impairment.
Impairment of financial assets at amortized cost: The Company recognizes a loss allowance for
expected credit losses on financial assets that are measured at amortized cost.
The following table shows the classification of the Company’s financial assets under IFRS 9:
Financial asset IFRS 9 Classification

Cash Amortized cost
Receivables Amortized cost
Accounts payable and accrued liabilities Amortized cost
As the accounting reflected by the adoption of IFRS 9 under the above classifications and election is
similar to that of IAS 39, there will be no impact on the Company’s financial statements and no
restating of prior periods will be required.
13
FUTURE ACCOUNTING POLICIES

A number of new IFRS standards, amendments to standards and interpretations are not yet effective
for the six months ended June 30, 2018 and have not been applied in preparing these financial
statements. None of these are expected to have an effect on the Company’s financial statements.
presentation, and disclosure of leases including guidance for both parties to a contract, the lessee and
the lessor. The new standard eliminates the classification of lease as either operating or finance leases
as is required by IAS 17 and instead introduces a single lessee accounting model.
OFF-BALANCE SHEET ARRANGEMENTS

The Company currently has no off-balance sheet arrangements.
ADDITIONAL INFORMATION
Additional information relating to the Company is available at www.sedar.com.
14
APPENDIX K
SIXONINE MD&A FOR THE YEAR ENDED DECEMBER 31, 2017
[See attached.]
K-1
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2017
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

This management’s discussion and analysis (“MD&A”) reports on the operating results and financial
condition of Sixonine Ventures Corp. (formerly Homeland Energy Group Ltd.) (“Sixonine” or the
“Company”) for the year ended December 31, 2017 and is prepared as at April 30, 2018. The MD&A
should be read in conjunction with the Company’s audited financial statements for the years ended
December 31, 2017 and 2016 and the notes thereto which were prepared in accordance with
International Financial Reporting Standards (“IFRS”) (referred to as the “Financial Statements”). Other
information contained in this document has also been prepared by management and is consistent
with the data contained in the Financial Statements. All dollar amounts referred to in this MD&A are
expressed in Canadian dollars except where indicated otherwise.
by these filings. These financial statements together with the other financial information included in
these filings fairly present in all material respects the financial condition, results of operations and
cash flows of the Company, as of the date of and for the periods presented in these filings. The Board
of Directors’ approves the Financial Statements and MD&A and ensures that management has
discharged its financial responsibilities. The Board’s review is accomplished principally through the
Audit Committee, which meets periodically to review all financial reports, prior to filing.
APPROVAL
by this MD&A, and these Financial Statements together with the other financial information included
in this MD&A fairly present in all material respects the financial condition, results of operations and
cash flows of the Company, as of the date of and for the periods presented in this MD&A. The Board’s
review is accomplished principally through the Audit Committee, which meets periodically to review
all financial reports, prior to filing. The Board of Directors has approved the Financial Statements and
MD&A, as well as ensured that management has discharged its financial responsibilities as at April 30,
2018.

This MD&A includes "forward‐looking statements", within the meaning of applicable securities
legislation, which are based on the opinions and estimates of Management and are subject to a variety
of risks and uncertainties and other factors that could cause actual events or results to differ
materially from those projected in the forward-looking statements. While these forward-looking
1
statements, and any assumptions upon which they are based, are made in good faith and reflect our
current judgment regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions, or other future
performance suggested herein.
Forward‐looking statements are often, but not always, identified by the use of words such as "seek",
"anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project",
"predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words
suggesting future outcomes or statements regarding an outlook. These statements involve known
and unknown risks, uncertainties and other factors that may cause actual results or events to differ
materially from those anticipated in such forward-looking statements. These forward-looking
statements include but are not limited to statements concerning:
• The Company’s success at completing future financings

• The Company’s strategies and objectives
• General business and economic conditions
• The Company’s ability to meet its financial obligations as they become due
• The Company’s ability to identify, successfully negotiate and/or finance an acquisition of a
new business opportunity
• The positive cash flows and financial viability of new business opportunities
• The Company’s ability to manage growth with respect to a new business opportunity
• The Company’s tax position, anticipated tax refunds and the tax rates applicable to the
Company
Readers are cautioned that the preceding list of risks, uncertainties, assumptions and other factors
are not exhaustive. Events or circumstances could cause actual results to differ materially from those
estimated or projected and expressed in, or implied by these forward-looking statements. Due to the
risks, uncertainties and assumptions inherent in forward‐looking statements, prospective investors in
securities of the Company should not place undue reliance on these forward‐looking statements.
OVERVIEW
Sixonine is a public company and its common shares are listed for trading on the TSX Venture
Exchange under the symbol SNX.H. The Company was originally incorporated under the Canada
Business Corporations Act on October 12, 2006, and on March 22, 2017 was continued into British
Columbia under the British Columbia Business Corporations Act, and changed its name from
Homeland Energy Group Ltd. to Sixonine Ventures Corp.
The Company’s primary operation is the identification, and evaluation of a new business opportunity
for the purpose of acquisition or participation. The Company currently has insufficient liquidity to
meet its operational requirements for the next fiscal year, and its continued operations are dependent
2
upon its ability to identify, evaluate and successfully negotiate an agreement to acquire an interest in
a sustainable/viable business operation. Any acquisition proposed by the Company will be subject to
shareholder and regulatory approval. There is no assurance that the Company will identify a business
or asset that warrants acquisition or participation, and/or will be able to obtain the financing
necessary to support a new business acquisition. These material uncertainties may cast doubt on the
Company’s ability to continue as a going concern.
OUTLOOK
The Company is actively searching for new investment and acquisition opportunities.
SELECTED ANNUAL INFORMATION1

Annual information for the last three years is outlined below:
For the years ended
December 31,
2017 2016 2015
Revenue $- $- $-
Income (loss) from operations $ (215,537) $ (84,347) $ (327,776)
Income (loss) per share - basic and
diluted² $ (0.06) $ (0.02) $ (0.10)
Net income (loss) and comprehensive
income (loss) $(215,537) $ (74,562) $ (272,273)
Total assets $ 68,563 $ 4,010 $ 30,702

Total liabilities $ 71,040 $ 190,170 $ 142,300
¹
consolidation
The $176,903 increase in loss from operations for the year ended December 31, 2017 as compared to
2016 was the result of the capital restructuring that the Company completed during the year. The
Company was effectively inactive during 2016 and therefore the loss in 2016 decreased by $243,429
to $84,347 from the previous year’s loss of $327,776.
3
SELECTED QUARTERLY INFORMATION1

The following table sets forth certain quarterly financial information of the Company for the eight
most recent quarters:
4th Quarter 3rd Quarter 2nd Quarter 1st Quarter

December 31, September 30, June 30, March 31,
2017 2017 2017 2017
Loss and comprehensive
$ (102,326) $ (39,706) $ (71,814) $ (1,691)
loss
Loss and comprehensive
$ (0.03) $ (0.01) $ (0.01) $ (0.00)
loss per share 2
4th Quarter 3rd Quarter 2nd Quarter 1st Quarter
December 31, September 30, June 30, March 31,
2016 2016 2016 2016
Income/(loss) and
comprehensive $ (57,848) $ (14,829) $ (33,176) $ 31,402
income/(loss)
Income (loss and
comprehensive loss) $ (0.01) $ (0.00) $ (0.01) $ 0.01
per share 2
¹
consolidation
The operating results for period detailed in the table above largely reflect the on-going costs of
maintaining a public company. The increase in loss for the fourth quarter of 2017 as compared to
previous quarters related to the cost of the shares that were issued pursuant to the Credit Facility.
The decreased loss in the first quarter of 2017, and the income in the first quarter of 2016, relates to
gains on the write-off of certain accounts payable.
4
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31,

2017
The following is an analysis of the Company’s operating results for the three months ended December
31, 2017 and includes a comparison against the three months ended December 31, 2016.
Expenses:
Foreign exchange (gain)/loss for the three months ended December 31, 2017 was $nil compared to
$1 for the same period in the previous year.
General and administrative expenses for the three months ended December 31, 2017 were $2,237
compared to $3,845 for the same period in the period year. The increase for the 3 months ended
December 31, 2017 as compared to the comparative period related to the cost of the shares issued in
consideration of the Credit Facility.
Management fees for the three months ended December 31, 2017 were $24,000 compared to $nil
for the same period in the period year. This cost is reflective of an accounting and administrative
services agreement entered into by the Company in January 2017.
Professional fees for the three months ended December 31, 2017 were $16,108 compared to $4,561
for the same period in the previous year.
Rent expense for the three months ended December 31, 2017 was $6,000 compared to $845 for the
same period in the previous year.
Shared-based payment for financing fees for the year ended December 31, 2017 was $49,920
compared to $nil for the previous year. It is the cost of the shares that were issued pursuant to the
Credit Facility.
Transfer agent and filing fees for the three months ended December 31, 2017 were $4,061 compared
to $1,815 for the same period in the previous year.

three months ended December 31, 2017 of $102,326 compared to $57,848 for the same period in the
previous year.
5
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2017

The following is an analysis of the Company’s operating results for the year ended December 31, 2017
and includes a comparison against the year ended December 31, 2016.
Revenue:
Realized gain on FVTPL investment for the year ended December 31, 2017 was $nil compared to
$9,785 for the previous year. The Company held an investment in Caracara Silver Inc. (“Caracara”)
which was classified as fair value through profit and loss (“FVTPL”). On March 13, 2016, the Company
sold all the shares of Caracara at $0.01 per share and recognized a gain of $9,785 in the statements
of loss and comprehensive loss.
Expenses:
Foreign exchange (gain)/loss for the year ended December 31, 2017 was $29 compared to $1 for the
previous year.
General and administrative expenses for the year ended December 31, 2017 were $12,724 compared
to $30,097 for the period year. The increase for the year ended December 31, 2017 as compared to
the comparative period related to the cost of the shares issued in consideration of the Credit Facility.
Management fees for the year ended December 31, 2017 were $96,000 compared to $nil for the
period year. This cost is reflective of an accounting and administrative services agreement entered
into by the Company in January 2017.
Professional fees for the year ended December 31, 2017 were $17,760 compared to $36,636 for the
previous year.
Rent expense for the year ended December 31, 2017 was $24,000 compared to $10,968 for the
previous year.
Shared-based payment for financing fees for the year ended December 31, 2017 was $49,920
compared to $nil for the previous year. It is the cost of the shares that were issued pursuant to the
Credit Facility.
Transfer agent and filing fees for the year ended December 31, 2017 were $15,104 compared to
$6,645 for the previous year.

year ended December 31, 2017 of $215,537 compared to $74,562 for the previous year.
6
RISKS AND UNCERTAINTIES

Strategic Risk
The Company presently does not own any properties, business or other related assets of merit and its
principal business activity is the identification and evaluation of a new investment and acquisition
opportunity. The risks that are inherent to this strategy include, but are not limited to, the ability to
identify and acquire worthwhile opportunities, the ability to retain staff and management in order to
pursue these opportunities, and the ability to raise the capital necessary to fund these projects. There
is no guarantee that the Company will be able to complete an acquisition of or investment in a new
business opportunity. If an acquisition of or the participation in corporations, properties, assets or
businesses is identified, the Company may find that even if the terms of an acquisition or participation
are economic, it may not be able to finance such acquisition or participation and additional funds will
be required to enable the Company to pursue such an initiative. There is no guarantee that additional
financing will be available or that it will be available on terms acceptable to management of the
Company. The Company will be competing with other companies, many of which will have far greater
resources and experience than the Company. No assurance can be given that the Company will be
successful in raising the funds required for an acquisition.
Lack of Dividend Policy

The Company does not presently intend to pay cash dividends in the foreseeable future, as any
earnings are expected to be retained for use in developing and expanding its business. However, the
actual amount of dividends from the Company will remain subject to the discretion of the Company’s
Board of Directors and will depend on results of operations, cash requirements and future prospects
of the Company and other factors.
Possible Dilution to Present and Prospective Shareholders

The Company’s plan of operation, in part, contemplates the accomplishment of business negotiations
by the issuance of cash, securities of the Company, or a combination of the two, and possibly, incurring
debt. Any transaction involving the issuance of previously authorized but unissued common shares
would result in dilution, possibly substantial, to present and prospective holders of common shares.
Dependence of Key Personnel

The Company strongly depends on the business and technical expertise of its management and key
personnel. There is little possibility that this dependence will decrease in the near term. As the
Company’s operations expand, additional general management resources will be required. These
personnel will be central to the Company’s ability to locate and develop business opportunities.
Lack of Trading
The lack of trading volume of the Company’s shares reduces the liquidity of an investment in the
Company’s shares.
7
Volatility of Share Price

Market prices for shares of companies on the NEX Board of the TSX Venture Exchange are often
volatile. Factors such as announcements of financial results, and other factors could have a significant
effect on the price of the Company’s shares.
CREDIT FACILITY
On April 7, 2017, the Company entered into a credit facility (the “Credit Facility”) with an arm’s length
lender for up to $250,000. Under the terms of the Credit Facility, the Company was required to pay
the lender a commitment fee of $5,000. The Credit Facility bears interest at a rate of 10% per annum
and is due on April 7, 2018. The Credit Facility is secured by all the present and after-acquired assets
of the Company.
In consideration of the granting of the Credit Facility the Company issued 120,000 common shares to
the lender. This share issuance has been recorded at Market price in the amount of $49,920. The
Company borrowed $83,925 under the Credit Facility during the year, and the Credit Facility was
repaid in full by December 31, 2017.

shareholder value as well as to ensure that the Company is able to meet its financial obligations as
they become due.
As at December 31, 2017, the Company does not have any long-term debt outstanding and is not
subject to any externally imposed capital requirements or debt covenants. There was no change to
the Company’s approach to capital management during the year ended December 31, 2017.
The Company currently has no assets of merit and no material sources of revenue; consequently, the
Company remains dependent upon the financial support of its shareholders. The Company has a
history of losses and has a shareholders’ deficiency. The future success of the Company is dependent
on the identification and successful negotiation/acquisition of a sustainable/viable business operation
together with the ability to finance the necessary funding, at agreeable terms, to support a business
acquisition. As at December 31, 2017, the Company had an accumulated deficit of $103,737,352
(December 31, 2016 - $103,571,735). These factors raise doubt as to the ability of the Company to
8
The Company’s objective in managing liquidity risk is to maintain sufficient liquidity in order to meet
operational and investing requirements at any point in time. The Company has no material revenue
producing assets; consequently, the Company has historically financed its operations and met its
capital requirements primarily through related party debt, third party loans, and the sale of share
capital by way of private placements.
For the year ended December 31, 2017, the Company had an opening cash position of $1,112. During
the year ended December 31, 2017, operating activities consumed cash of $295,819 compared to
$21,988 in the previous year. On November 14, 2017, the Company completed a non-brokered private
placement for proceeds of $350,000 through the issuance of 1,944,444 common shares at a price of
$0.18 per common share. As a result of these activities, at December 31, 2017, the Company had a
cash balance of $54,593 (December 31, 2016: $1,112).
The Company’s financial statements have been prepared in accordance with IFRS with the assumption
that the Company will be able to realize its assets and discharge its liabilities in the normal course of
business rather than a process of forced liquidation. Realization values may be substantially different
from carrying values as shown and these financial statements do not give effect to adjustments that
would be necessary to the carrying values and classification of assets and liabilities should the
Company be unable to continue as a going concern.
SHARE CAPITAL
(a) Authorized Unlimited common shares
shares on a 2 for 1 basis.
All share and per share values in these financial statements have been adjusted to reflect these
consolidations, unless otherwise noted.
(c) Share issuance and cancellation
On April 7, 2017, the Company issued 120,000 common shares in connection with the Credit
Facility.
On May 31, 2017, 933 common shares were returned to treasury pursuant to a shareholders’ right
of dissent in respect of the Continuation into British Columbia under the British Columbia Business
Corporations Act.
9
On December 4, 2017, the Company completed a non-brokered private placement of 1,944,444

common shares of the Company for the proceeds of $350,000.
As at December 31, 2017 and the date of this MD&A, the Company has 5,211,532 common shares
issued and outstanding.

Balance as at December 31, 2017 and the date
of this MD&A 5,211,532 $ 95,877,266

during the years ended December 31, 2017 and 2016.

Type of For the years ended
Service Nature of Relationship December 31,
2017 2016
Management To a company that has a director in common with
fees the Company $ 96,000 $-
Rent To a company that has a director in common with
the Company 24,000 -
General & To a company that has an officer formerly in
administrative common with the Company
– corporate
services - 12,000
Total $ 120,000 $ 12,000
10

Nature Relationship 2017 2016
Accrued management fees A company with a director in
and rent payable common with the Company $ 10,500 $-
Advances of corporate A company with a director in
expenses paid on behalf of common with the Company
the Company -
General & administrative – A former officer of the
corporate services company - 20,000
Total $ 10,500 $ 20,000
(a) Fair Value
As at December 31, 2017, the Company’s financial instruments consist of cash, receivables, and
accounts payable and accrued liabilities. Receivables are classified as loans and receivables and
measured at amortized cost. Accounts payable and accrued liabilities is classified as other liabilities
and are measured at amortized cost. The fair values of these financial instruments approximate
their carrying values because of their short-term nature and/or the existence of market related
interest rates on the instruments. Cash is classified as fair value through profit or loss and
measured at fair value. The fair value of cash was obtained using Level 1 hierarchy inputs.
(b) Financial Risk Factors
summarized below:
I. Liquidity risk
ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31,
2017, the Company had a cash balance of $54,593 to settle current liabilities of $71,040.
All the Company’s financial liabilities have contractual maturities of less than 30 days and
are subject to normal trade terms. As at December 31, 2017, the Company has no sources
of revenue to fund its operating expenditures or fund any identified business acquisition
and as such will likely require additional financing to accomplish the Company’s long term
strategic objectives. Future funding may be obtained by means of issuing share capital, or
debt financing. If the Company is unable to continue to finance itself through these means,
it is possible that the Company will be unable to continue as a going concern. Consequently,
the Company is currently exposed to a moderate level of liquidity risk.
11
II. Credit risk
Credit risk is the risk that a customer or counterparty will fail to perform an obligation or
fail to pay amounts due, causing a financial loss. The Company’s receivables in the amount
of $13,970 are due from the government of Canada for input tax credits; as such the
Company considers its credit risk to be low.
III. Market Risks
Interest rate risk is the risk that the fair value or future cash flows will fluctuate as a
result of changes in market risk. The Company’s sensitivity to interest rates relative
to its cash balances is currently immaterial. The Company also has no long-term debt
with variable interest rates so it has no negative exposure to changes in the market
interest rates.
dollars. As at December 31, 2017, the Company is not exposed to currency risk.
12
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of financial statements in conformity with IFRS requires management to make
estimates, judgements and assumptions that affect the application of accounting policies and the
reported amounts of assets, liabilities, income and expenses. Estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in
which the estimates are revised and in any future periods affected.
A. Critical accounting estimates
Critical accounting estimates are estimates and assumptions made by management that may
result in a material adjustment to the carrying amount of assets and liabilities within the next
financial year and are, but are not limited to, the following:
i. Deferred income tax

The determination of deferred income tax assets or liabilities requires subjective assumptions
regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes
in these assumptions could materially affect the recorded amounts, and therefore do not
necessarily provide certainty as to their recorded values.
B. Critical accounting judgements
Information about critical judgments in applying accounting policies that have the most significant
effect on the amounts recognized in the statements are, but are not limited to, the following:
i. Determination of functional currency

The functional and reporting currency of the Company is the Canadian dollar. The functional
currency determination was conducted through an analysis of the consideration factors
identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The determination of
functional currency involves certain judgments to determine the primary economic
environment and the Company reconsiders the functional currency if there are changes in
events and conditions of the factors used in the determination of the primary economic
environment.
13
FUTURE ACCOUNTING POLICIES

A number of new IFRS standards, amendments to standards and interpretations are not yet effective
for the year ended December 31, 2017 and have not been applied in preparing these financial
statements. None of these is expected to have an effect on the Company’s financial statements. The
Company has not early adopted these revised standards.
IFRS 9: Financial instruments: Classification and Measurement: applied to classification and

measurement of financial assets and liabilities as defined in IAS 39. It is affective for annual periods
beginning on or after January 1, 2018 with early adoption permitted.
IFRS 15: Revenue from Contracts with Customers: a new standard to establish principles for reporting
the nature, amount, timing, and uncertainty of revenue and cash flows arising from an entity’s
contracts with customers. It provides a single model in order to depict the transfer of promised goods
or services to customers. IFRS 15 supersedes IAS 11, Construction Contracts, IAS 18, Revenue, IFRIC
13, Customer Loyalty Programs, IFRIC 15, Agreement for the Construction of Real Estate, IFRIC 18,
Transfers of Assets from Customers, and SIC-31, Revenue – Baster Transactions involving Advertising
Services.
presentation, and disclosure of leases including guidance for both parties to a contract, the lessee and
the lessor. The new standard eliminates the classification of lease as either operating or finance leases
as is required by IAS 17 and instead introduces a single lessee accounting model.
OFF-BALANCE SHEET ARRANGEMENTS

The Company currently has no off-balance sheet arrangements.
ADDITIONAL INFORMATION
Additional information relating to the Company is available at www.sedar.com.
14
APPENDIX L
SIXONINE MD&A FOR THE YEAR ENDED DECEMBER 31, 2016
[See attached.]
L-1
(Formerly Homeland Energy Group Ltd.)
(All amounts stated in Canadian Dollars, unless otherwise indicated)
This Management’s Discussion and Analysis and the annual consolidated financial statements contain
“Forward-Looking Statements” that are prospective and reflect management’s expectations regarding
Sixonine Ventures Corp. (formerly Homeland Energy Group Ltd.) (“Sixonine”or the “Company”) future
growth, results of operations, performance and business prospects and opportunities. Forward-looking
statements are not based on historical facts, but rather on current expectations and projections about
future events, and are, therefore, subject to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by the forward-looking statements.
Forward-looking information can often be identified by forward-looking words such as “anticipate”,
“believe”, “expect”, “goal”, “plan”, “intend”, “estimate”, “may”, “could”, “should” and “will” or the
negatives thereof, or similar variations suggesting future outcomes, or other expectations, beliefs, plans,
objectives, assumptions, intentions or statements about future events or performance. All statements,
other than statements of historical fact, included in these documents, including without limitation
statements regarding potential mineralization, the quantity and quality of resources and reserves,
estimates of future production, unit or operating costs, costs of capital projects, the timing of
commencement of operations, exploration results and future plans and objectives of Sixonine are forward-
looking statements that involve various risks and uncertainties. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future expectations. There can be no
assurance that such statements will prove to be accurate, and actual results and future events could differ
materially from those anticipated in such statements. Important factors that could cause actual results to
differ materially from Sixonine’s expectations include, but are not limited to, failure to establish estimated
resources and reserves, the quality and recovery of ore to be mined varying from estimates, capital and
operating costs varying significantly from estimates, delays in obtaining or the failure to obtain required
governmental, environmental or other project approvals, inflation, changes in exchange rates,
fluctuations in commodity prices, delays in the development of projects, financing risks, general business
and economic conditions, industry risks and other factors.
Shareholders and prospective investors should be aware that these statements are subject to known and
unknown risks, uncertainties and other factors that could cause actual results to differ materially from
those suggested by the forward-looking statements. Readers are cautioned not to place undue reliance on
forward-looking information. By its nature, forward-looking information involves numerous
assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility
that the predictions, forecasts, projections and various future events will not occur. Sixonine undertakes
no obligation to update publicly or otherwise revise any forward-looking information whether as a result
of new information, future events or other such factors which affect this information, except as required
by law.
1
This Management’s Discussion and Analysis (“MD&A”) provides an analysis of the

financial condition and results of operations of Sixonine Ventures Corp. (formerly
Homeland Energy Group Ltd.) (“Sixonine” or the “Company”) for the year ended December
31, 2016 and is prepared as at May 1, 2017. This MD&A should be read in conjunction with
the Company’s annual consolidated financial statements and notes thereto for the years
ended December 31, 2016 and 2015 (the “Annual Statements”). These documents are
available on the SEDAR website, www.sedar.com. The Annual Statements have been
prepared in accordance with International Financial Reporting Standards (“IFRS”).
All amounts in this MD&A are expressed in Canadian Dollars, unless otherwise stated.
APPROVAL
The Company’s certifying officers, based on their knowledge, having exercised reasonable
diligence, are also responsible to ensure that these filings do not contain any untrue
statements of a material fact or omit to state a material fact required to be stated or that is
necessary to make a statement not misleading in light of the circumstances under which it
was made, with respect to the period covered by these filings, and these financial statements
together with the other financial information included in these filings fairly present in all
material respects the financial condition, results of operations and cash flows of the
Company, as of the date of and for the periods presented in this MD&A. The Board of
Directors’ approves the Financial Statements and MD&A and ensures that management has
discharged its financial responsibilities. The Board’s review is accomplished principally
through the Audit Committee, which meets periodically to review all financial reports, prior
to filing.
COMPANY OVERVIEW AND CORPORATE HISTORY
DESCRIPTION OF BUSINESS
Sixonine is a Canadian company which is currently seeking new business opportunities.

Presently, the Company has no operating or development properties.
The Company was incorporated under the Canada Business Corporations Act on October 12,
2006. The Company was listed on the TSX Venture Exchange on February 12, 2007.
Following the acquisition of Homeland Energy Corp. on February 29, 2008, the principal
business activity of the Company became exploration, development and operation of
energy-related resource properties.
On March 22, 2017, following receipt of shareholder approval at the annual general meeting
held on March 9, 2017 and subsequent approval by the Company’s board of directors, the
Company filed articles of amendment changing its name from Homeland Energy Group Ltd.
to Sixonine Ventures Corp. and was continued into British Columbia under the British
Columbia Business Corporations Act.
2
RESULTS OF OPERATIONS
FINANCIAL OVERVIEW AND SELECTED FINANCIAL INFORMATION
The following selected financial information was obtained directly from or calculated using
the Annual Statements (stated in thousands):
For the Year Ended December 31,

(in 000's except per share amounts) 2016 2015
Results of Operations:
Loss from operations $ (84) $ (327)
Net loss for the year (74) (272)
Comprehensive income (loss) (74) (272)
Earnings (loss) per share (0.00016) (0.0006)
As at December 31,
2016 2015
Financial Position:
Net working capital $ (186) $ (122)
Investments - 10
Total assets 4 30
§ GENERAL
For the years ended December 31, 2016 and 2015 there was no revenue. The loss from
operations for the year ended December 31, 2016 decreased by $243,000 to $84,000 from
the previous year loss of $327,000. The Company recorded a net loss of $74,000 for the
year ended December 31, 2016 as compared to a net loss of $272,000 for the previous
year.
§ OPERATING EXPENSES
Operating loss and operating expenses of $84,000 for the year ended December 31, 2016
decreased by $243,000 from the previous year operating loss and operating expenses of
$327,000.
§ OTHER ITEMS
This includes a foreign currency translation gain (loss) of $nil booked for the year against
foreign exchange gain of $5,000 booked in the previous year to reflect translation
adjustments on foreign currency balances.
3
SUMMARY OF QUARTERLY RESULTS
The following quarterly information for last eight quarters is presented in Canadian Dollars
(stated in thousands except earnings (loss) per share)
Fiscal Revenue Net Profit Basic & Total Assets Total Cash
Period (Loss) Diluted long-term Dividends
Earnings Liabilities
(Loss) Per
Share
$ $ $ $ $ $
2016-Q4 - (57) (0.00) 4 - -
2016-Q3 - (15) (0.00) 3 - -
2016-Q2 - (33) (0.00) 7 - -
2016-Q1 - 31 0.00 16 - -
Total - (84) (0.00) N/A N/A -
2015-Q4 - (8) 0.00 30 - -
2015-Q3 - (60) (0.00) 62 - -
2015-Q2 - (105) (0.00) 112 - -
2015-Q1 - (99) (0.00) 215 - -
Total - (272) 0.00 N/A N/A -
WORKING CAPITAL
The Company had cash of $1,000 and a working capital deficiency of $186,000 at December
31, 2016. The cash as at December 31, 2015 was $3,000 and working capital deficiency of
$122,000.
YEAR ENDED DECEMBER 31, 2016 VERSUS DECEMBER 31, 2015
§ OPERATING ACTIVITIES
For the year ended December 31, 2016, cash used in operating activities were $22,000
including net changes to non-cash working capital items totalling $62,000 compared
with $200,000 cash used in operating activities from the previous year including net
changes to non-cash working capital items of $77,000.
4
§ INVESTING ACTIVITIES
For the year ended December 331, 2016 cash flows from investing activities were $20,000
as compared to $67,000 cash flow from investing activity for 2015. During the year, the
Company sold all of their shares of Caracara Silver Inc. at $0.01 per share.
§ FINANCING ACTIVITIES
For the years ended December 31, 2016 and 2015 there were no cash flows from (used in)
financing activities.
BALANCE SHEET
ASSETS
The Company had assets totalling $4,000 as at December 31, 2016 as compared to $30,000 at
December 31, 2015. The major changes relates to a decrease in cash of $2,000, a decrease in
amounts receivable of $8,000, a decrease in deposit and prepaid expenses of $6,000 and a
decrease in investments of $10,000.
TOTAL LIABILITIES
The Company had total liabilities of $190,000 at December 31, 2016 compared with total
liabilities of $142,000 as at December 31, 2015.
OFF-BALANCE SHEET ARRANGEMENTS AND CONTINGENT LIABILITIES
The Company has no material off-balance sheet arrangements or contingent liabilities.
CAPITALIZATION
The Company had 472,204,149 common shares outstanding at December 31, 2016 and 2015.
On March 22, 2017 completed a consolidation of its common shares on a 75 for 1 basis. After
the consolidation the Company has 6,296,056 issued and outstanding common shares.
For the year ended December 31, 2016, the Company incurred $12,000 (2015 - $nil) in
corporate services with a firm in which a former officer of the Company is the president and
are included in the corporate administration expenses in the statements of loss and
comprehensive loss. Included in accounts payable and accrued liabilities at December 31,
2016 was $12,000 (2015 - $2,000) owing to the firm.
5
In the year ended December 31, 2016, the Company incurred $nil (2015- $47,000) in
compensation to executive officers, included under management and administrative
expenses in the statements of loss and comprehensive loss. Directors fees for the year were
$nil (2015 - $24,000) in compensation and are included in the corporate administration
expenses in the statements of loss and comprehensive loss. Included in accounts payable and
accrued liabilities at December 31, 2016 was $8,000 in compensation (2015 - $8,000).
TAX LOSSES & EXPIRY DATES
The Company has available for deduction against future taxable income non-capital losses in
the amount of $978,000 in Canada which expire as follows:
Expiry year Amount

2034 $ 629
2035 265
2036 84
$ 978
The Company has not recorded a deferred tax asset related to these carry forward losses and
temporary differences as it is not probable that future taxable income will be available
against which these unused tax attributes can be utilized.
MANAGEMENT CONTRACTS
The Company is not party to any outstanding agreements with officers that contain change
of control clauses pursuant to which the officers would be entitled to termination payments
under certain circumstances.
6
CRITICAL ACCOUNTING ESTIMATES
Preparing financial statements requires management to make judgements, estimates and

assumptions that affect the reported amounts of assets and liabilities and the disclosure of
any contingent assets and liabilities as at the date of the consolidated financial statements, as
well as the reported amounts of revenues earned and expenses incurred during the period.
These estimates are based on historical experience and other assumptions that are believed
to be reasonable under the circumstances. Actual results could differ from these estimates.
The Company’s critical accounting policies are those that affect the Annual Statements and
are summarized in note 3 to the Annual Statements.
CHANGES IN ACCOUNTING POLICIES
The accounting policies followed in preparing the Annual Statements are those used by the
Company as set out in the Annual Statements.
RISKS & UNCERTAINTIES
Exploring and developing assets involves a variety of operational, financial and regulatory
risks that are typical in the natural resource industry. The Company presently has no
operating or developing properties.
NO OPERATING ACTIVITIES
The Company currently does not have any operating assets. While it continues to evaluate
opportunities, there can be no assurance that Company will be able to acquire an active
business on favourable terms.
FINANCING RISK
Sixonine has limited financial resources and there can be no assurances that the Company
will be able to obtain additional funds in the near future. The Company currently has no
operating business and is evaluating alternatives but there can be no assurances that the
Company will be able to acquire an active business on favourable terms.
7
GOING CONCERN RISK
These accompanying consolidated financial statements have been prepared on a going

concern basis in accordance with IFRS which assumes that the Company will be able to
continue in operation for the foreseeable future and will be able to realize its assets and
At December 31, 2016, the Company had cash of $1,000 a working capital deficit of $186,000
and a shareholders’ deficiency of $186,000.
The consolidated financial statements do not reflect any adjustments in the carrying values
of the assets and liabilities, the reported expenses, and the statements of financial position
classifications used that would be necessary if the going concern assumption were not
appropriate. Such adjustments could be material.
On April 7, 2017 the Company entered into a credit facility (the “Credit Facility”) with an
arm’s length lender for up to $250,000. Under the terms of the Credit Facility, the Company
was required to pay the lender a commitment fee of $5,000. The Credit Facility bears interest
at a rate of 10% per annum and is due on April 7, 2018. The Credit Facility is secured by all
the present and after-acquired assets of the Company.
In consideration of the granting of the Credit Facility the Company issued 240,000 common
shares to the lender. These shares are subject to a hold period and are to become freely
tradeable on August 22, 2017.
UNINSURED RISKS
Although Sixonine maintains insurance to cover normal business risks, the availability of
insurance for many of the hazards and risks is extremely limited or uneconomical at this
time.
CONFLICTS OF INTEREST
Certain of Sixonine’s shareholders, directors, officers and technical consultants are or may
become shareholders, directors, officers or employees of, or technical consultants to, other
natural resource companies, and, to the extent that such other companies may participate in
ventures with the Company, these individuals may have a conflict of interest in negotiating
and concluding terms respecting the extent of such participation. In the event that such a
conflict of interest arises at a meeting of the directors, a director who has such a conflict will
abstain from voting for or against the approval of such participation or of its terms. In
appropriate cases Sixonine will establish a special committee of independent directors to
review a matter in which one or more directors or officers may have a conflict.
From time to time, Sixonine, together with several other companies, could be involved in a
joint venture opportunity where several companies participate in the acquisition,
8
exploration and development of natural resource properties, thereby permitting Sixonine to

be involved in a greater number of larger projects with an associated reduction of financial
exposure in any given project. Sixonine may also assign all or a portion of its interest in a
particular project to any of these companies due to the financial position of the other
Company or companies. Directors are required to act honestly and in good faith with a view
to furthering the best interests of Sixonine. In determining whether or not Sixonine will
participate in a particular program and the interest therein to be acquired by it, the directors
will primarily consider the potential benefits to Sixonine, the degree of risk to which
Sixonine may be exposed and its financial position at that time.
JOINT VENTURES
Sixonine may hold in the future, interests in joint ventures. Joint ventures may involve
special risks associated with the possibility that the joint venture partners may:
· Have economic or business interests or targets that are inconsistent with those of
Sixonine;
· Be unwilling or unable to fulfill their obligations under the joint venture or other
agreements;
· Take action contrary to Sixonine’s policies or objectives; or
· Experience financial or other difficulties.
Any of the foregoing may have a material adverse effect on the results of operations or
financial condition of the Company.
FAIR VALUE
The estimated fair value of the Company’s financial instruments has been determined based
on the Company’s assessment of available market information and appropriate valuation
methodologies. However, these estimates may not necessarily be indicative of the amounts
that the Company could realize in a current market exchange.
At December 31, 2016 and 2015 the Company’s financial instruments are primarily
comprised of cash, amounts receivable, investments, and accounts payable and accrued
liabilities. The carrying values of these items approximate their fair values due to the
relatively short-term expected maturities of these instruments and/or the short term that has
passed from inception of these instruments. During 2016, the Company sold its investment
held at FVTLP.
The Company has designated its cash as FVTPL, which is measured at fair value. Accounts
payable and accrued liabilities are classified as other financial liabilities at amortized cost,
which are measured at amortized cost.
9
DISCLOSURE CONTROL AND PROCEDURES AND INTERNAL CONTROL OVER

FINANCIAL REPORTING
INTERNAL CONTROLS OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining a system of
effective internal controls over financial reporting. The Company’s internal controls over
financial reporting are designed to provide reasonable assurance to the Company’s
management and board of directors of the reliability of the Company’s financial reporting
for external purposes in accordance with IFRS and the fair presentation of published
financial statements. Internal control over financial reporting includes:
• maintaining records that in reasonable detail accurately and fairly reflect the transactions
of the Company;
• providing reasonable assurance that transactions are recorded as necessary for the
preparation of financial statements in accordance with IFRS;
• providing reasonable assurance that receipts and expenditures are made in accordance
with authorizations of management and the board of directors; and
• providing reasonable assurance that any unauthorized acquisition, use or disposition of
assets that could have a material effect on the Company’s financial statements would be
prevented or detected on a timely basis.
The Annual Statements have been prepared by management in accordance with IFRS and in
accordance with accounting policies set out in the notes to the Annual Statements.
The Audit Committee has direct oversight responsibilities for the review and approval of the
quarterly and annual financial disclosures. The Company has qualified senior accounting
personnel engaged to manage the Company’s financial disclosures.
As at May 1, 2017, the Company’s CEO and CFO certified that the disclosure controls and
procedures are effective.
SUPPLEMENT TO THE FINANCIAL STATEMENTS
OUTSTANDING SHARE AND OPTION DATA

As at May 1, 2017, the following items were issued and outstanding:
- 6,536,056 common shares;
10
APPENDIX M
SIXONINE (FORMERLY HOMELAND ENERGY GROUP LTD.) MD&A FOR THE YEAR
ENDED DECEMBER 31, 2015
[See attached.]
M-1
HOMELAND ENERGY GROUP LTD.
(All amounts stated in Canadian Dollars, unless otherwise indicated)
This Management’s Discussion and Analysis and the annual consolidated financial statements contain
“Forward-Looking Statements” that are prospective and reflect management’s expectations regarding
Homeland Energy Group Ltd (“Homeland”or the “Company”) future growth, results of operations,
performance and business prospects and opportunities. Forward-looking statements are not based on
historical facts, but rather on current expectations and projections about future events, and are, therefore,
subject to risks and uncertainties which could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements. Forward-looking information can often
be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”,
“intend”, “estimate”, “may”, “could”, “should” and “will” or the negatives thereof, or similar variations
suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or
statements about future events or performance. All statements, other than statements of historical fact,
included in these documents, including without limitation statements regarding potential mineralization,
the quantity and quality of resources and reserves, estimates of future production, unit or operating costs,
costs of capital projects, the timing of commencement of operations, exploration results and future plans
and objectives of Homeland are forward-looking statements that involve various risks and uncertainties.
Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future
expectations. There can be no assurance that such statements will prove to be accurate, and actual results
and future events could differ materially from those anticipated in such statements. Important factors
that could cause actual results to differ materially from Homeland’s expectations include, but are not
limited to, failure to establish estimated resources and reserves, the quality and recovery of ore to be
mined varying from estimates, capital and operating costs varying significantly from estimates, delays in
obtaining or the failure to obtain required governmental, environmental or other project approvals,
inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of
projects, financing risks, general business and economic conditions, industry risks and other factors.
Shareholders and prospective investors should be aware that these statements are subject to known and
unknown risks, uncertainties and other factors that could cause actual results to differ materially from
those suggested by the forward-looking statements. Readers are cautioned not to place undue reliance on
forward-looking information. By its nature, forward-looking information involves numerous
assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility
that the predictions, forecasts, projections and various future events will not occur. Homeland undertakes
no obligation to update publicly or otherwise revise any forward-looking information whether as a result
of new information, future events or other such factors which affect this information, except as required
by law.
1
This Management’s Discussion and Analysis (“MD&A”) provides an analysis of the

financial condition and results of operations of Homeland Energy Group Ltd. for the year
ended December 31, 2015. This MD&A should be read in conjunction with the Company’s
annual consolidated financial statements and notes thereto for the years ended December 31,
2015 and 2014 (“Annual Statements”). These documents are available on the SEDAR
website, www.sedar.com. The annual consolidated financial statements for the years ended
December 31, 2015 and 2014 have been prepared in accordance with International Financial
Reporting Standards (“IFRS”).
All amounts in this MD&A are expressed in Canadian Dollars, unless otherwise stated.
COMPANY OVERVIEW AND CORPORATE HISTORY
DESCRIPTION OF BUSINESS
Homeland Energy Group Ltd. is a Canadian company which is currently seeking new
business opportunities. In 2013, the Company disposed off both of its principal properties:
Ferret Coal Kendal (Pty) Ltd (“Kendal”), which was in operation until Oct 2012, and,
Tshedza Mining Resource (Pty) Ltd. (“Eloff”), which was in the development stage. The
Company completed the sale of both of these assets in fiscal year 2013. The sale of Eloff
property was concluded on April 30, 2013 and the sale of Kendal was executed effective July
30, 2013. During the year 2014, the Company disposed off its remaining subsidiaries, i.e.
Homeland Mining & Energy SA (Pty) Ltd. (“HMESA”), Corpclo 331 (Pty) Ltd.
(“Northfield”) and Homeland Energy Corp. (“HEC”).
The Company was incorporated under the Canada Business Corporations Act on October 12,
2006. The Company was listed on the TSX Venture Exchange on February 12, 2007.
Following the acquisition of Homeland Energy Corp. on February 29, 2008, the principal
business activity of the Company became exploration, development and operation of mining
resource properties.
Following a listing requirements review by the TSX on May 10, 2013, the TSX delisted the
common shares of the Company at the close of market on June 10, 2013, for failure to meet
continued listing requirements of the TSX. The Company applied to list its common shares
on the TSX Venture Exchange’s NEX board (the “NEX”), and was listed on June 12, 2013.
2
RESULTS OF OPERATIONS
FINANCIAL OVERVIEW AND SELECTED FINANCIAL INFORMATION
The following selected financial information was obtained directly from or calculated using
the Company’s consolidated financial statements for the year ended December 31, 2015 and
2014 (stated in thousands):

(in 000's except per share amounts) 2015 2014
Results of Operations:
Loss from operations $ (327) $ (691)
Net income (loss) for the year (272) 37,153
Comprehensive income (loss) (272) 37,473
Earnings (loss) per share (0.00) 0.08

2015 2014
Financial Position:
Net working capital $ (122) $ 83
Investments 10 77
Total assets 30 340
 GENERAL
For the year ended December 31, 2015 there was no revenue and there was none over
for the previous year, due to the sale of its mining property in 2013. During the year, the
loss from operations decreased by $364,000 to $327,000 from the previous year loss of
$691,000. The Company recorded a net loss of $272,000 as compared to a net income of
$37,153,000, the latter mainly represented by the gain on forgiveness of shareholder
loan.
 OPERATING EXPENSES
Operating loss and operating expenses of $327,000 for the year ended December 31, 2015
were decreased by $364,000 from the previous year operating loss and operating
expenses of $691,000 due to the sale of operating assets in the previous year. Office and
general expenses decreased to $110,000 from $191,000 due to a general decrease in
operating costs. Corporate administration costs were $147,000 which decreased by
$201,000 compared to $348,000 in the previous year. Management and administrative
expenses also decreased to $70,000 as compared to $152,000 in the previous year.
3
 OTHER ITEMS
This includes a foreign currency translation gain of $5,000 booked for the year against
foreign exchange loss of $3,316,000 booked in the previous year to reflect translation
adjustments on foreign currency balances. The Company had historically borrowed
funds in US Dollars and invested in South African Rand in its subsidiaries which had
been subject to this fluctuation.
SUMMARY OF QUARTERLY RESULTS
The following quarterly information for last eight quarters is presented in Canadian Dollars
(stated in thousands). Except Net Earnings/(Loss) Per Share
Fiscal Revenue Net Profit Basic & Total Assets Total Cash
Period (Loss) Diluted long-term Dividends
Earnings Liabilities
(Loss) Per
Share
$ $ $ $ $ $
2015-Q4 - (8) 0.001 30 - -
2015-Q3 - (60) (0.000) 62 - -
2015-Q2 - (105) (0.000) 112 - -
2015-Q1 - (99) (0.001) 215 - -
Total - (272) (0.000) N/A N/A -
2014-Q4 - 40,564 0.087 340 180 -
2014-Q3 - (2,350) (0.005) 661 41,189 -
2014-Q2 - 795 0.002 2,453 40,454 -
2014-Q1 - (1,856) (0.004) 3,069 41,994 -
Total - 37,153 0.08 N/A N/A -
Note: Adjustments have been made to the quarterly numbers of each year to give effect to the adjusted entries
corresponding with the Company's audited financial statements.
WORKING CAPITAL
The Company had cash of $3,000 and a working capital deficiency of $122,000 at December
31, 2015. The cash as at December 31, 2014 was $131,000 and working capital surplus was of
$83,000.
4
YEAR ENDED DECEMBER 31, 2015 VERSUS DECEMBER 31, 2014
 OPERATING ACTIVITIES
For the year ended December 31, 2015, cash used in operating activities were $200,000
including net changes to non-cash working capital items totalling $77,000 compared
with $725,000 cash used in operating activities from the previous year including net
changes to non-cash working capital items of $(75,000).
 INVESTING ACTIVITIES
For the year ended December 31, 2015, cash flows from investing activities were
$67,000 as compared to $795,000 cash used in investing activities in the previous year.
On April 29, 2015, the Company sold all shares of Western Uranium Corporation
(“WUC”) at $4.50 per share. On March 13, 2014, the Company sold its corporate offices,
including fixtures and fitting shown under corporate assets for ZAR 2,400,000
(approximately $220,000). On July 15, 2014, the Company sold its subsidiaries HMESA
and Northfield to Boteti Traders for ZAR 100, and also settled its responsibilities with
regard to the rehabilitation obligations of Northfield property for a payment of ZAR
14,330,000 ($1,420,000).
On March 14, 2014, Decimal Software Ltd. (“Decimal”) (Formerly Aviva Corporation
Limited (“Aviva”)) shareholders approved the payment of a reduction of capital of
AUD 0.06 per share to the shareholders and the consolidation of capital. As a result, an
amount of $239,000 was received as cash and every 3 shares were consolidated into 1
share. On November 11, 2014, the Company sold all its shares in Decimal for an amount
of $166,000.
 FINANCING ACTIVITIES
For the year ended December 31, 2015, cash flows from financing activities were $nil as
compared to $386,000 cash used in financing activities for 2014. During 2014, the
Company repaid USD $350,000 ($386,000) of a shareholder loan to its former controlling
shareholder GMR Energy Limited (“GMR Energy”).
BALANCE SHEET
ASSETS
The Company had assets totaling $30,000 as at December 31, 2015 as compared to $340,000 at
December 31, 2014. The major changes relates to a decrease in cash of $128,000, a decrease in
amounts receivable of $107,000, a decrease in deposit and prepaid expenses of $8,000 and a
decrease in investments of $67,000.
5
TOTAL LIABILITIES
The Company had total liabilities of $142,000 at December 31, 2015 compared with total
liabilities of $180,000 as at December 31, 2014.
OFF-BALANCE SHEET ARRANGEMENTS AND CONTINGENT LIABILITIES
The Company has no material off-balance sheet arrangements or contingent liabilities.
CAPITALIZATION
The Company had 472,204,149 common shares outstanding at December 31, 2015 and April
27, 2016.
At December 31, 2015 SRK Energy Ltd. (“SRK”) owned approximately 60% of the
Company’s outstanding common shares. On December 3, 2014, GMR Energy sold all of its
shares to SRK.
There were no stock options granted during the years ended December 31, 2015 and 2014.
Total options outstanding and exercisable as at December 31, 2013 were 3,600,000 with a
weighted average exercise price per share of $0.13. The outstanding options expired
unexercised in 2014 and as a result there are no options outstanding at December 31, 2014 or
2015.
In the year ended December 31, 2015, the Company incurred $11,000 (2014-$nil) in corporate
services with a firm in which an officer of the Company is the president and are included in
the corporate administration expenses in the statements of income (loss) and comprehensive
income (loss). Included in accounts payable and accrued liabilities at December 31, 2015 was
$2,000 (2014 - $nil) owing to this firm.
In the year ended December 31, 2015, the Company incurred $nil (2014- $51,000) in legal fees
with a firm of which an officer of the Company was a partner and are included in the
corporate administration expenses in the statements of income (loss) and comprehensive
income (loss). Included in accounts payable and accrued liabilities at December 31, 2015
was $nil (2014- $8,000) owing this firm.
In the year ended December 31, 2015, the Company incurred approximately $47,000 (2014-
$90,000) in compensation to executive officers; included under management and
administrative expenses in the statements of income (loss) and comprehensive income (loss).
Directors fees during the year were $24,000 (2014- $43,000) and are included in the corporate
administration expenses in the statements of income (loss) and comprehensive income (loss).
Included in accrued liabilities at December 31, 2015 was $8,000 in compensation.
6
On November 25, 2015, the Company obtained a short-term loan from SRK in the amount of
$25,000 in order to meet short-term funding requirements, which is included in accounts
payable. No interest accrued or is payable on this loan.
TAX LOSSES & EXPIRY DATES
The Company has available for deduction against future taxable income non-capital losses in
the amount of $894,000 in Canada which expire as follows:
Expiry year Amount

2034 $ 629
2035 265
$ 894
The Company has not recorded a deferred tax asset related to these carry forward losses and
temporary differences as it is not probable that future taxable income will be available
against which these unused tax attributes can be utilized.
MANAGEMENT CONTRACTS
The Company is not party to any outstanding agreements with officers that contain change
of control clauses pursuant to which the officers would be entitled to termination payments
under certain circumstances.
CRITICAL ACCOUNTING ESTIMATES
Preparing financial statements requires management to make judgements, estimates and

assumptions that affect the reported amounts of assets and liabilities and the disclosure of
any contingent assets and liabilities as at the date of the consolidated financial statements, as
well as the reported amounts of revenues earned and expenses incurred during the period.
These estimates are based on historical experience and other assumptions that are believed
to be reasonable under the circumstances. Actual results could differ from these estimates.
The Company’s critical accounting policies are those that affect the Annual Statements and
are summarized in note 3 of the annual consolidated financial statements of the Company
for the years ended December 31, 2015 and 2014.
7
CHANGES IN ACCOUNTING POLICIES
The accounting policies followed in preparing the Annual Statements are those used by the
Company as set out in the consolidated financial statements as at and for the years ended
December 31, 2015 and 2014.
RISKS & UNCERTAINTIES
Exploring and developing assets involves a variety of operational, financial and regulatory
risks that are typical in the natural resource industry. The Company presently has no
operating or developing properties.
NO OPERATING ACTIVITIES
The Company currently does not have any operating assets. While it continues to evaluate
opportunities, there can be no assurance that Company will be able to acquire an active
business on favourable terms.
FINANCING RISK
Homeland has limited financial resources and there can be no assurances that the Company
will be able to obtain additional funds in the near future. The Company currently has no
operating business and is evaluating alternatives but there can be no assurances that the
Company will be able to acquire an active business on favourable terms.
GOING CONCERN RISK
These accompanying consolidated financial statements have been prepared on a going

concern basis in accordance with IFRS which assumes that the Company will be able to
continue in operation for the foreseeable future and will be able to realize its assets and
At December 31, 2015, the Company had cash of $3,000 a working capital deficit of $122,000
and a shareholders’ deficiency of $112,000.
The consolidated financial statements do not reflect any adjustments in the carrying values
of the assets and liabilities, the reported expenses, and the statements of financial position
classifications used that would be necessary if the going concern assumption were not
appropriate. Such adjustments could be material.
8
NATURE OF MINERAL EXPLORATION AND DEVELOPMENT PROJECTS
Homeland’s operations were subject to all of the hazards and risks normally encountered in
the exploration, development of resource assets. These include unusual and unexpected
geological formations, formation pressures, fires, power failures, flooding, explosions, cave-
ins, landslides, the inability to obtain suitable or adequate equipment or machinery, labour
disputes, or adverse weather conditions, and other conditions involved in the extraction of
material, any of which could result in damage to, or destruction of, mines and other
producing facilities, damage to life or property, environmental damage and possible legal
liability. Although precautions to minimize risk will be taken, operations were subject to
hazards that may result in environmental pollution and consequent liability that could have
a material adverse impact on the business, operations and financial performance of the
Company.
ENVIRONMENTAL RISKS
Mining operations are subject to various environmental laws and regulations including, for
example, those relating to waste treatment, emissions and disposal, and companies must
generally comply with permits or standards governing, among other things, tailing dams
and waste disposal areas, water consumption, air emissions and water discharges. Existing
and possible future environmental legislation, regulations and actions could cause
significant expense, capital expenditures, restrictions and delays in Homeland’s activities,
the extent of which cannot be predicted and which may well be beyond the capacity of
Homeland to fund.
Additionally, all phases of the mining business present environmental risks and hazards and
are subject to environmental regulation pursuant to a variety of international conventions
and state and municipal laws and regulations. Environmental legislation provides for,
among other things, restrictions and prohibitions on spills, releases or emissions of various
substances produced in association with mining operations. The legislation also requires
that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of
applicable regulatory authorities. Compliance with such legislation can require significant
expenditures and a breach may result in the imposition of fines and penalties, some of which
may be material. Environmental legislation is evolving in a manner expected to result in
stricter standards and enforcement, larger fines and liability and potentially increased
capital expenditures and operating costs.
UNINSURED RISKS
Although Homeland maintains insurance to cover normal business risks, the availability of
insurance for many of the hazards and risks is extremely limited or uneconomical at this
time.
As a past participant in mining and exploration activities the Company could become
subject to liability for hazards that cannot be insured against or against which it may elect
not to be so insured because of high premium costs. Furthermore, Homeland may incur a
9
liability to third parties (in excess of any insurance coverage) arising from negative
environmental impacts or any other damage or injury.
CONFLICTS OF INTEREST
Certain of Homeland’s shareholders, directors, officers and technical consultants are or may
become shareholders, directors, officers or employees of, or technical consultants to, other
natural resource companies, and, to the extent that such other companies may participate in
ventures with the Company, these individuals may have a conflict of interest in negotiating
and concluding terms respecting the extent of such participation. In the event that such a
conflict of interest arises at a meeting of the directors, a director who has such a conflict will
abstain from voting for or against the approval of such participation or of its terms. In
appropriate cases Homeland will establish a special committee of independent directors to
review a matter in which one or more directors or officers may have a conflict.
From time to time, Homeland, together with several other companies, could be involved in a
joint venture opportunity where several companies participate in the acquisition,
exploration and development of natural resource properties, thereby permitting Homeland
to be involved in a greater number of larger projects with an associated reduction of
financial exposure in any given project. Homeland may also assign all or a portion of its
interest in a particular project to any of these companies due to the financial position of the
other Company or companies. Directors are required to act honestly and in good faith with
a view to furthering the best interests of Homeland. In determining whether or not
Homeland will participate in a particular program and the interest therein to be acquired by
it, the directors will primarily consider the potential benefits to Homeland, the degree of risk
to which Homeland may be exposed and its financial position at that time.
JOINT VENTURES
Homeland may hold in the future, interests in joint ventures. Joint ventures may involve
special risks associated with the possibility that the joint venture partners may:
 Have economic or business interests or targets that are inconsistent with those of
Homeland;
 Be unwilling or unable to fulfill their obligations under the joint venture or other
agreements;
 Take action contrary to Homeland’s policies or objectives; or
 Experience financial or other difficulties.
Any of the foregoing may have a material adverse effect on the results of operations or
financial condition of the Company.
10
FAIR VALUE
The estimated fair value of the Company’s financial instruments has been determined based
on the Company’s assessment of available market information and appropriate valuation
methodologies. However, these estimates may not necessarily be indicative of the amounts
that the Company could realize in a current market exchange.
At December 31, 2015 and 2014 the Company’s financial instruments are primarily
comprised of cash, amounts receivable, investments, accounts payable and accrued
liabilities. The carrying values of these items approximate their fair values due to the
relatively short-term expected maturities of these instruments and/or the short term that has
passed from inception of these instruments. Investments classified as available-for-sale are
carried at their quoted market value. The fair value of investments accounted for as equity
investments were estimated based on recent transactions and market-based information,
when available, and was estimated to be approximately equal to the carrying value of the
investment.
The Company has designated its cash as FVTPL, which are measured at fair value. Financial
instruments included in amounts receivable measured at amortized cost. Payable and
accrued liabilities are classified as other financial liabilities at amortized cost, which are
measured at amortized cost.
DISCLOSURE CONTROL AND PROCEDURES AND INTERNAL CONTROL OVER

FINANCIAL REPORTING
INTERNAL CONTROLS OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining a system of
effective internal controls over financial reporting. The Company’s internal controls over
financial reporting are designed to provide reasonable assurance to the Company’s
management and board of directors of the reliability of the Company’s financial reporting
for external purposes in accordance with IFRS and the fair presentation of published
financial statements. Internal control over financial reporting includes:
• maintaining records that in reasonable detail accurately and fairly reflect the transactions
of the Company;
• providing reasonable assurance that transactions are recorded as necessary for the
preparation of financial statements in accordance with IFRS;
• providing reasonable assurance that receipts and expenditures are made in accordance
with authorizations of management and the board of directors; and
• providing reasonable assurance that any unauthorized acquisition, use or disposition of
assets that could have a material effect on the Company’s financial statements would be
prevented or detected on a timely basis.
11
The consolidated financial statements have been prepared by management in accordance

with IFRS and in accordance with accounting policies set out in the notes to the consolidated
The Audit Committee has direct oversight responsibilities for the review and approval of the
quarterly and annual financial disclosures. The Company has qualified senior accounting
personnel engaged to manage the Company’s financial disclosures.
As at April 27, 2016, the Company’s CEO and CFO certified that the disclosure controls and
procedures are effective.
SUPPLEMENT TO THE FINANCIAL STATEMENTS

OUTSTANDING SHARE AND OPTION DATA
As at April 27, 2016, the following items were issued and outstanding:
- 472,204,149 common shares;
12
APPENDIX N
DIONYMED MD&A FOR THE PERIOD FROM MARCH 1, 2018 TO JULY 31, 2018
[See attached.]
N-1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS
Date: October 15, 2018

This Management’s Discussion and Analysis (“MD&A”) reports on the financial condition and results of operations of DionyMed
Holdings Inc. (“DionyMed Holdings” or the “Company”) for the period from March 1, 2018 to July 31, 2018. This MD&A should
be read in conjunction with the Company’s audited financial statements for the period from March 1, 2018 to July 31, 2018 (the
“Financial Statements”), including the accompanying notes, which have been prepared in accordance with International
Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.
Unless otherwise indicated, all financial information in this MD&A is reported in United States dollars (“$” or “US$”), except
share amounts. This MD&A was prepared with reference to National Instrument 52-109 – Continuous Disclosure Obligations of
the Canadian Securities Administrators.
This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under
applicable United States securities laws and Canadian securities laws. Please refer to the discussion of forward-looking
statements and information set out under the heading “Cautionary Note Regarding Forward-Looking Information. As a result of
many factors, the Company’s actual results may differ materially from those anticipated in these forward-looking statements
and information.
This MD&A contains certain “forward-looking information” within the meaning of applicable Canadian securities laws,
concerning the business, operations and financial performance and condition of the Company. Forward-looking information
includes but is not limited to statements relating to:
 the Company’s expectations regarding legislation, regulations and licensing related to the cannabis market and
products;
 the expected number of users of medical cannabis or the size of the medical cannabis market in the U.S.;
 the expected number of users of adult-use cannabis or the size of the adult-use cannabis market in the U.S.;
 the potential size of the regulated medical and adult-use cannabis market in the U.S. and internationally;
 the ability to enter and participate in international market opportunities;
 the Company’s expectations with respect to the Company’s future financial and operating performance, including
with respect to increases in consulting and professional fees and the anticipated cash profitability of the business;
 the Company’s expectations with respect to future performance, results and terms of strategic initiatives, and
strategic agreements;
 future corporate development;
 expectations with respect to future expenditures and capital activities; and
 statements about expected use of proceeds from fund raising activities.
Generally, this forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”,
“budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative
variations) of such words and phrases, or statements that certain actions, events, or results “may”, “could”, “would”, “might”,
or “will” be “taken”, “occur” or “be achieved”. Forward-looking information is based on the reasonable assumptions, estimates,
internal and external analysis and opinions of management made in light of its experience and perception of trends, current
conditions and expected developments, as well as other factors that management believes to be relevant and reasonable at the
date that such statements are made. Forward-looking information involves known and unknown risks, uncertainties,
assumptions and other factors that may cause actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or implied by the forward-looking information. Such
factors include, but are not limited to, the factors discussed in the section entitled “Risks Factors” herein. Although the
Company has attempted to identify important factors that could cause actions, events or results to differ materially from those
described in the forward looking information, there may be other factors that cause actions, events, or results to differ from
those anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be
accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on the forward-looking information. Forward-looking information contained herein is
given as at the date of the MD&A. The Company does not undertake to update any forward-looking information, whether as a
result of new information, future events or otherwise, except as required by applicable securities laws.
CAUTIONARY NOTE REGARDING CERTAIN MEASURES OF PERFORMANCE
This MD&A presents certain measures that are not recognized measures and do not have any standardized meaning under
IFRS. This data may not be comparable to data presented by other entities. For a reconciliation of these measures to the most
directly comparable financial information presented in the Financial Statements prepared in accordance with IFRS, see “Non-
IFRS Financial Performance Measures” in this MD&A.
The Company believes that these generally accepted industry measures are realistic indicators of operating performance and
are useful in performing year over year comparisons. However, these non-IFRS financial measures should be viewed as a
supplement to, and not a substitute for, the Company’s results of operations reported under IFRS.
GENERAL
Overview
DionyMed Holdings is a private corporation incorporated in Ontario, Canada, on January 11, 2018. The Company’s registered
office is located at 40 King Street West, Suite #2100, Toronto, ON M5H 3C2.
DionyMed Holdings and its subsidiaries (“DionyMed Group”) operate a multi-state, vertically integrated platform that designs,
develops, markets and sells a portfolio of branded cannabis products. The DionyMed Group also provides distribution, logistics
and value-added manufacturing services on behalf of cannabis cultivators, distributors, processors and retailers. DionyMed
Group’s operations are currently located in California and Oregon.
As used herein, “DionyMed Group,” “we,” “our,” and similar terms include DionyMed Holdings and its subsidiaries, unless the
context indicates otherwise.
Recent Developments
Business Combination with Companies under Common Control
On February 28, 2018, the Company completed the acquisition of all issued and outstanding equity interests of entities under
common control (see note 3 of the financial statements for significant judgement on business combinations and note 4 of the
financial statements for discussion of acquisitions and analysis of the Company’s interest in DionyMed and Herban), DionyMed,
Inc (“DionyMed”) and Herban Industries, Inc and its subsidiaries (“Herban”) through a share exchange and contribution
arrangement (the “transaction”), under which, the Company was determined to be the acquiring entity.
Acquisition of Assets from Rise Brands, Inc. dba Rise Logistics
On June 14, 2018, DionyMed Holdings acquired certain assets from Rise Brands, Inc. dba Rise Logistics (“Rise”) to contribute to
the growth of Company’s logistics management and technological infrastructure for distributing cannabis products. The
transaction was completed for a total purchase price of $8,000,000, and a $4,000,000 earn-out, which will be paid subject to
Rise Logistics achieving certain performance metrics.
Strategic Framework
DionyMed Group’s mission is to build safe, trusted cannabis brands for medical and recreational consumers worldwide through
the world’s most efficient cannabis platform.
Using world-class marketing and innovation skills, DionyMed Group is passionate about building and sustaining top of mind
cannabis brands that play a positive role in society. DionyMed Group is proud of the brands being made and the enjoyment
they give to consumers. The Company is passionate about cannabis playing a positive role in society as part of a balanced,
active and healthy lifestyle.
DionyMed Group is guided by four principles: a customer focused obsession, operational excellence, a commitment to
community, and long-term thinking. In each market, DionyMed Group serves the primary customer sets, including consumers,
cultivators, manufacturers, and dispensaries.
The consumer is at the heart of the Company’s business. DionyMed Group seeks to make access to cannabis safe, convenient
and easy for both adult recreational and medical use customers. DionyMed Group conveniently delivers products directly
through its own and partner e-commerce sites, as well as through dispensary retail partners. In addition, DionyMed Group
supports other brands and retailers by providing distribution, logistics, manufacturing and technology services.
DionyMed Group strives to offer customers products at price points that meet their needs, ranging from value priced offerings
to luxury products, together with fast and reliable fulfillment and timely customer service.
DionyMed Group’s organization is structured in a market-based model, which provides the Company with greater agility and
ability to apply its strategy to markets to meet the diverse needs of our consumers and customers.
The markets are supported by global functional teams and a broad range of shared services which, together, drive the sharing
of best practice, enhance efficiency and build in-market capabilities. Standards for governance, compliance and ethics are set
company-wide.
As a vertically-integrated provider and with a focus on data and technology , the Company is able to efficiently identify and to
act on consumer trends to support growth. Local market expertise is used to identify and deliver against the most valuable
growth opportunities.
DionyMed Group uses cutting-edge consumer insights and marketing, to drive product development to innovate at scale and
develop winning relationships with customers through distribution and sales. The Company’s supply capabilities enable it to
manufacture and distribute our brands efficiently and effectively.
DionyMed Group is a mission driven company committed to using business as a force for good, a catalyst for innovation and to
support the communities it serves. The Company weighs sound business decision making with consideration for how its efforts
affect its employees, customers, suppliers, the environment, and the communities where its employees live and where it does
business, while maximizing profits and strengthening its brands.
DionyMed Group is focused on supporting communities and non-profits that can utilize the wellness aspects of our products
(i.e. military veterans, medical foundations, university research, etc.). The Company believes socially oriented ethos will
ultimately have a positive impact on the Company, its employees and its shareholders.
DESCRIPTION OF THE BUSINESS
Sources of Revenue
DionyMed Group generates revenue from:
 the sale of wholly-owned branded products online and through “Direct to Consumer” delivery and retail dispensaries;
and
 manufacturing, processing, logistics management and wholesale distribution of cannabis products on behalf of
cultivators, manufacturers and third party brands for direct-to-consumer delivery and brick and mortar retail
dispensaries.
Product Sales
DionyMed Group designs, develops and markets branded products that are sold both online and in-store at brick and mortar
dispensary retailers. it continues to expand the range of offerings in all significant and emerging product categories, including
flower, pre-rolls, vape pens, concentrates and edibles. DionyMed Group’s branded and third party products vary in price point,
targeting specific customer segments with their brand messaging and position and with a deliberate bias to serving new
cannabis consumers. The range of products is designed to be specific consumer segment focused with perceived value for the
price point.
Value-Added Manufacturing and Distribution Services
DionyMed Group provides distribution, fulfillment, warehousing and inventory management services for cultivators,
manufacturers and third party brands. Some of these products may be sold by our sales team, while others may be sold by a
brands’ own in-house sales team. Distribution and logistics services may involve warehousing, facilitation of product testing,
tax-collection and/or compliant transport, depending on a market’s regulatory requirements.
DionyMed Group also provides co-packing, filling, supply chain and sourcing on behalf of cultivators, manufacturers and brands.
The co-packing services include manicuring, packaging and labeling dry bulk-flower from cultivators, as well as filling and
packaging vape cartridges and other concentrates. DionyMed Group expects to expand these services line to include extraction
and additional finished goods production capabilities.
Sales, Marketing and Promotion
DionyMed Group continues to hire, train and develop sales force both an inside and outside sales team to increase retail
penetration and cash register share of branded and third party products in both existing and new markets.
The sales representatives and brand ambassadors provide hands-on support at the retail dispensary level to ensure products
are correctly labeled and merchandised. The majority of orders are fulfilled through our distribution centers under the Rise
Logistics brand.
DionyMed Group supports its products with advertising, promotions and other marketing methods to build awareness and trial
of its brands and products in conjunction with its sales force. Product quality, performance, value and packaging are also
important differentiating factors.
Brand recognition will continue to be driven by several factors including: (i) in-market promotion and brand ambassadors; (ii)
media and event promotion; (iii) community and social engagement; (iv) legislative participation; and (vi) public relations and
speaking engagements at key industry events. In addition to these active outlets to build brand awareness, DionyMed Group
plans to support word-of-mouth endorsements and testimonials from its customers who are advocates for its brands and
products.
Due to the research and development vacuum created by the current political climate and federal restrictions on cannabis in
the United States, cannabis product development has occurred without the benefit of traditional scientific research and
evidence-based results. These early cannabis products driven by immediate market demands reflect the lacked scrutiny and
rigor resulting in haphazard formulations based on weak and uncertain scientific association. Product development has largely
been driven by immediate market demands instead of a careful scientific approach.
There is abundant opportunity for professional and scientifically rational cannabis product development. DionyMed Group will
develop intellectual property in the areas of cannabis-related novel small molecule compounds, formulation development, and
in research platform materials and methods.
DionyMed Group will continue to invest in research and development efforts to identify new product opportunities.
Supply Chain
DionyMed Group plans to establish a global supply chain to source high-quality and cost-effective packaging, hardware and
equipment, as well as establishing local supply chains for cannabis biomass and distillate. DionyMed Group uses a mix of in-
house cultivation and production together with contract growers and manufacturers to support its production needs.
DionyMed Group requires that strict cultivation and manufacturing specifications be followed and has thorough quality control
procedures to ensure product safety, consistency and quality.
DionyMed Group plans to scale its supply chain production capacity as demand for its products continues to increase.
Management believes the timing is right to invest in expanded production capacity to address emerging new product
opportunities, take further control of the supply chain and proactively define the competitive landscape. The Company may
expand its cultivation activities in future markets that require vertical integration.
The Company continues to develop expertise to create products internally with a scalable methodology that focuses on
controlling its supply chain and lowering its cost of manufacturing.
DionyMed Group has comprehensive inventory management procedures, which are compliant with the rules set forth by the
California Department of Consumer Affairs’ Bureau of Cannabis Control (“BCC”), the Oregon Liquor Control Commission
(“OLCC”) and all other applicable state and local laws, regulations, ordinances, and other requirements.
These procedures ensure strict control over DionyMed Group’s cannabis and cannabis product inventory from delivery by a
licensed distributor to sale or delivery to a consumer, or disposal as cannabis waste. Such inventory management procedures
also include measures to prevent contamination and maintain the safety and quality of the products dispensed in retail
locations served by DionyMed Group. DionyMed Group understands its responsibility to the greater community and the
environment and is committed to providing consumers with a safe, consistent, and high-quality supply of cannabis products.
DionyMed Group has comprehensive security policies and procedures for its operations, to prevent unauthorized entrance into
areas containing cannabis and cannabis products to deter theft, or loss, of cannabis and cannabis products. DionyMed Group’s
security policies and procedures are compliant with the rules set forth by the regulatory agency responsible for enforcing the
regulations of the states in which it operates.
DionyMed Group’s systems architecture was specifically designed for data agility, scalability, and increased distribution efficacy.
Logistics and distribution management software continues to grow in importance in the highly regulated cannabis environment.
Organizations are challenged to develop their applications in compliance with cannabis rules, as well as state and local laws and
regulations. DionyMed Group leverages proprietary logistics software to differentiate and enable its businesses processes.
Continued research and development efforts will ensure DionyMed Group’s competitive advantage and development of
intellectual property.
DionyMed Group recognizes that its proprietary software applications need to evolve rapidly with shifting cannabis regulations,
support, and market specific regulatory implementations, Custom microservice APIs are designed to provide flexibility and
extendibility to support hyper growth across the platform.
Proprietary API connectors sync ERP, warehouse management systems, transportation management systems, customer
support, accounting, and track-and-trace systems. These proprietary API’s dramatically improve accuracy and compliance
tracking while reducing double-entry, human error, and spreading market latency.
DionyMed Group’s intellectual property and proprietary rights are important to its business as it is dependent upon innovative
technology, trade secrets, and processes to produce its products and services. Efforts to secure intellectual property protection
are complicated by conflicting international, federal and state regulations. Protection of intellectual property is necessary for
securing a sustainable competitive advantage and DionyMed Group relies on a combination of trademarks, copyrights, trade
secret laws, secrecy and confidentiality agreements to do so.
Regulatory Compliance
DionyMed Group places a high priority on regulatory compliance. Compliance procedures are interwoven into all phases of
company operations to include revenue, employee on-boarding, training and auditing.
All employees are required to participate in periodic compliance training reviews to maintain a current knowledge of the
regulations they must follow. In addition, time is allotted for employee training during the company all hands meetings, and
employees are trained in regulations that pertain to the operating regulations within the state they operate. After the training,
a review period occurs where employees may familiarize themselves with the regulations covered in the training. As a means of
emphasizing the importance of compliance to employees, each is then required to sit for a short exam that requires them to
cite the relevant regulation in their answers. The resultant score is used to determine which employees if any, need remedial
education on the subject matter.
Additional training highlights the importance of proper conduct and the regulatory knowledge expected of every employee.
Compliance, personal integrity and personal responsibility are stressed as a means of measuring each individual’s performance.
California cannabis regulations require that a licensee may only do business with another licensee. Due diligence procedures
have been in place since January 1, 2018, the beginning of the current licensing scheme in California, to ensure that all the
Resulting Issuer’s retail customers have also maintain a current state license. Before product is ordered and delivered to a
retailer, a Resulting Issuer representative requests a copy of the license and verifies the licensee is active through the Bureau of
Cannabis Control portal. A copy of the license and expiration date is kept on file in the Resulting Issuer’s sales and distribution
software and is continuously monitored.
California Regulatory Environment
In 1996, California was the first state to legalize medical marijuana through Proposition 215, the Compassionate Use Act of
1996 (“CUA”). This legalized the use, possession and cultivation of medical marijuana by patients with a physician
recommendation for treatment of cancer, anorexia, AIDS, chronic pain, spasticity, glaucoma, arthritis, migraine, or any other
illness for which marijuana provides relief.
In 2003, Senate Bill 420 was signed into law establishing an optional identification card system for medical marijuana patients.
In September 2015, the California legislature passed three bills collectively known as the “Medical Cannabis Regulation and
Safety Act” (“MCRSA”). The MCRSA established a licensing and regulatory framework for medical marijuana businesses in
California. The system created multiple license types for dispensaries, infused products manufacturers, cultivation facilities,
testing laboratories, transportation companies, and distributors. Edible infused product manufacturers would require either
volatile solvent or non-volatile solvent manufacturing licenses depending on their specific extraction methodology. Multiple
agencies would oversee different aspects of the program and businesses would require a state license and local approval to
operate. However, in November 2016, voters in California overwhelmingly passed Proposition 64, the “Adult Use of Marijuana
Act” (“AUMA”) creating an adult-use marijuana program for adults-use 21 years of age or older. AUMA had some conflicting
provisions with MCRSA, so in June 2017, the California State Legislature passed Senate Bill No. 94, known as the Medicinal and
Adult-Use Cannabis Regulation and Safety Act (“MAUCRSA”), which amalgamates MCRSA and AUMA to provide a set of
regulations to govern the medical and adult-use licensing regime for cannabis businesses in the State of California. The four
agencies that regulate marijuana at the state level are BCC, California Department of Food and Agriculture, California
Department of Public Health, and California Department of Tax and Fee Administration.
In order to legally operate a medical or adult-use cannabis business in California, the operator must have both a local and state
license. This requires license holders to operate in cities with marijuana licensing programs. Therefore, cities in California are
allowed to determine the number of licenses they will issue to marijuana operators or can choose to impose an outright ban on
marijuana.
MAUCRSA went into effect on January 1, 2018. The Company began receiving its marijuana medical and adult-use licenses on
January 1, 2018 in Oakland, CA. The Company currently operates two licensed distribution facilities and operates two
distribution licenses and a manufacturing license, as well as operates two non-retail store-front delivery licenses under.
The Company is licensed to operate as Medical and Adult-Use Retailers, Manufacturers and Distributors under applicable
California and local jurisdictional law. The Company’s licenses permit it to possess, process, sell medical and adult-use cannabis
in the State of California pursuant to the terms of the various licenses issued by the BCC under the provision of the MAUCRSA
and California Assembly Bill No. 133. The Company also obtained the rights to the entities that were ultimately licensed
The licenses are independently issued for each approved activity for use at the Company’s facilities in California.
Licensing
In addition to the State of California listed above, the Company conducts pre-licensing activities in other markets including
Oregon, Massachusetts, New Jersey, Nevada, and Illinois. In these markets, the Company has either applied for licenses, or
plans on applying for licenses, but does not currently own any cultivation, production or retail licenses.
Competition Conditions and Positions
With respect to direct to consumer, distribution, and logistics operations, DionyMed expects to compete with other license
holders across California, Oregon. Many of DionyMed’s competitors in the markets are small local operators. In certain markets
such as San Francisco where DionyMed services dispensaries, there are also a number of illegally operating dispensaries, which
serve as competition. However, it is expected that the majority of these dispensaries will be forced to cease operations in the
next twelve months. In addition to physical dispensaries, DionyMed expects to compete with other third party delivery services,
which provide direct-to-consumer delivery services in California.
In terms of production, DionyMed expects to compete with other licensed operators in the states in which it operates. Similar
to above, there are a number of illegally operators in California and Oregon which will serve as competition in the near-term.
However, it is expected that the majority of these operators will cease operations over the next twelve months.
The markets in which DionyMed operates in (California, Oregon) have fewer barriers to entry and more closely reflect free
market dynamics typically seen in mature retail and manufacturing industries. The growth of these markets poses a risk of
increased competition. However, given DionyMed’s runway as an original player in these states, which have historically been
limited supply markets, management views DionyMed’s market share as less at risk than operators without a current operating
footprint.
Given all the above, DionyMed still faces competition from other companies that may have a higher capitalization, access to
public equity markets, more experienced management or may be more mature as a business. The vast majority of competitors
consist of localized businesses.
There are a few multi-state operators that DionyMed competes directly with. Aside from this direct competition, out-of-state
operators that are capitalized well enough to enter these markets through acquisitive growth are also considered part of the
competitive landscape. Similarly, as DionyMed executes its national U.S. growth strategy, operators in our future state markets
will inevitably become direct competitors.
FINANICIAL INFORMATION
Selected Annual Financial Information
The following is selected financial data derived from the audited annual consolidated financial statements of the Company as at
July 31, 2018.
Total Revenues, net of discounts 2,470,188

Cost of Goods Sold 2,037,423
Gross Profit 432,765
Total Expenses 8,480,134
Operating (Loss) (8,047,369)
Total Assets 43,099,605
Long-Term Liabilities 11,151,104
Non-IFRS Financial Results
As of July 31, 2018, the Company distributed or sold product to over 400 retail dispensaries in California. The retail strategy
focuses on gaining distribution for retail brands that align with the Company’s corporate social mission, as well as with the
target consumer. The Company targets accounts where the brand is most likely to succeed with retail shoppers.
The Company’s platform generated total gross merchandise sales value (GMV) (total value of product being moved through the
platform) (Non-IFRS and unaudited), totaled $14.6 million for the three months ended July 2018 or $58.3 million on an
annualized basis. The platform includes the revenue for the period outlined for all operations all the operation consolidated in
this MD&A plus the operations in the process of being acquired and under option.
Results of Operations
For the five months ending July 31, 2018, gross revenue was $2,470,188. The Company’s operations during the period included
$2,248,130 in sales of the Company’s products and $222,058 of distribution and service revenue generated from third-party
brands and manufacturers. During this period, the Company did not report any revenue from the acquisition of assets from JDK
Holdings, LLC dba Winberry Farms (“Winberry”) or under the Managed Service Agreement for HomeTown Heart (see
“Subsequent Events”).
Gross profit was $432,765 or 17.5% of gross revenue for the five months ending July 31, 2018.
Operating expenses were $8,480,134 for the five months ending July 31, 2018.
Adjusted EBITDA loss was $6,295,949 for the five months ending July 31, 2018, with the loss primarily as a result of increasing
platform costs to and support the Company’s growth activities and corporate General and Administrative expenses. Adjusted
EBITDA is defined by the Company as earnings before interest, taxes, depreciation and amortization, less certain non-cash
equity compensation expenses, including impairments, one-time transaction fees and all other non-cash items. The Company
considers Adjusted EBITDA an important operational measure for the business.
Net loss for the five months ending July 31, 2018 was $8,047,369.
As of July 31, 2018, the Company had approximately $3,989,020 in current assets, including $1,571,980 of cash and cash
equivalents. As of July 31, 2018, total assets were $43,099,605.
Liquidity, Financing Activities, and Capital Resources

As at July 31, 2018, the Company had total current liabilities of $9,341,802 and cash of $1,571,980 to meet its current
obligations. As at July 31, 2018, the Company had negative working capital of $38,205 excluding Due to Rise Brands, Inc and
Due to Shareholders.
In April and May 2018, the Company received royalty debt financing from Grenville Strategic Royalty Corp. ("Grenville") in the
form of an unsecured royalty agreement in the amount of CAD$1,900,000 (USD$1,474,396) before transaction fees in exchange
for a royalty on gross sales in perpetuity (the “Royalty Agreement”). In addition, the Company issued 190,000 warrants,
exercisable at CAD$1.50 and expiring in 5 years from the date of issuance on May 25, 2018, as part of the consideration for the
Royalty Agreement. The Royalty Agreement requires the Company to pay the minimum monthly royalty payment of no less
than CAD$39,583 per month or a monthly royalty payment equal to 3.8% of system wide sales. The Company has a buy-out
option that can extinguish all amounts owing without any penalties. The buyout payment requires at least two times of the
initial investment by Grenville, which is estimated to be CAD$3,800,000.
In July 2018, as part of the Series B round of private placement financing, the Company issued Series B Convertible Debentures
(the “Debentures”) for a total principal amount of CAD$12,570,000 (USD$9,656,603). The Debentures, which are convertible at
the conversion price that is the lesser of: (a) the price that is a 30% discount to the Liquidity Event Price defined in the
Debenture Agreement; and (b) CAD$2.09, bear interest at 14% per annum and have maturity date of June 30, 2020.
During the period, the Company issued 560,000 Common Shares at CAD$1 per share to one of the shareholders to settle
CAD$560,000 (USD$439,513) of the working capital loan. As of July 31, 2018, the working capital loan balance is $415,341.
In addition to the working capital, royalty debt, recent Series A round of private placements, and Series B round of private
placements described above, the Company intends to generate adequate cash to fund its business operations. However, the
Corporation’s business plan includes aggressive growth, both in the form of additional acquisitions and through facility
expansion and improvements. Initiatives in U.S. markets outside of those already within the Corporation’s platform are
expected in the near future. Accordingly, the Corporation expects to raise additional capital, both in the form of debt and new
equity offerings, during the next fiscal year.
The Company is an early-stage growth company. It is generating cash from sales and is deploying its capital reserves to acquire
and develop assets capable of producing additional revenues and earnings over both the immediate and near term. Capital
reserves are being utilized for acquisitions in the medical and adult use cannabis industry, for capital expenditures and
improvements in existing facilities, product development and marketing, as well as customer, supplier, investor and industry
relations.
Going Concern
The Company’s consolidated financial statements have been prepared under the assumption that the Company will be able to
realize its assets and discharge its liabilities in the normal course of business. The Company’s ability to continue in the normal
course of operations is dependent on its ability to raise financing sufficient to maintain operations and there are no assurances
that the Company will be successful in achieving this goal. For the period ended July 31, 2018, the Company reported a net loss
of $8,047,369, operating cash outflows of $6,623,368 and, as of that date, an accumulated deficit amounting to $8,500,172.
These material circumstances cast significant doubt on the Company’s ability to continue as a going concern and ultimately on
the appropriateness of the use of the accounting principles applicable to a going concern. The Company’s consolidated financial
statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should
the Company be unable to continue as a going concern. The Company continues to have access to equity and debt financing
from private markets, but there are no guarantees that such financing would be available.
Cash Flows
Cash Used in Operating Activities

Net cash used in operating activities was $6,623,368 for the five months ending July 31, 2018 primarily due to increases in
operating expenses and change in working capital.
Cash used for working capital for the five months ending July 31, 2018 is $191,324 as a result of the changes in accounts
receivable, inventory, other current assets of $1,484,659 netted against the increases in accounts payable and accrued
liabilities, other current liabilities and expenses paid by Rise Brands, Inc of $1,293,335.
Cash Flow from Investing Activities
Net cash used in investing activities was $4,437,467 for the five months ending July 31, 2018 primarily due to cash used to
acquire assets from Rise, advance to Winberry in anticipation of acquisition of assets, and purchase of fixed assets.
Cash Flow from Financing Activities
Net cash provided from financing activities was $12,572,960 for the five months ending July 31, 2018 primarily due to cash
acquired from series A, series B round of private placements, and royalty debt financing described above.
Contractual Obligations
In the normal course of business, the Company is obligated to make future payments under various non-cancellable contracts
and other commitments. The payments due by period are set forth in the following table:
USD denominated
Royalties and licensing fees 124,500 - - - - -
Earn-out payments 1,000,000 3,000,000 - - - -
Consultants and advisors 120,000 120,000 120,000 - - -
Total USD denominated $ 2,104,940 $ 3,997,217 $ 998,551 $ 850,958 $ 686,976 $ 1,903,752
CAD denominated
Operating leases $ 79,750 $ 7,250 $ - $ - $ - $ -
Royalties and licensing fees 395,830 474,996 79,166 - - -
Total CAD denominated $ 475,580 $ 482,246 $ 79,166 $ - $ - $ -
rentals. The leases expire through 2028 and contain renewal provisions. The Company’s net rent expense for the period ended
July 31, 2018 was approximately $322,000.
As part of acquisition of assets from Rise (Note 4 of the consolidated financial statements), the Company is obligated for certain
earn-out payments with aggregate maximum value of up to $4,000,000. These earn-out payments are treated as additional
compensation in accordance with IFRS 3.
Off-Balance Sheet Arrangements
As of the date of this filing, the Company does not have any off-balance-sheet arrangements that have, or are reasonably likely
to have, a current or future effect on the results of operations or financial condition of the Company, including, and without
limitation, such considerations as liquidity and capital resources.
Critical Accounting Estimates
lives of assets.
Share-based compensation
In calculating the share-based compensation expense, key estimates such as the rate of forfeiture of options granted, the
Certain of the Company’s assets and liabilities are measured at fair value. In estimating fair value, the Company uses market-
consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business
compensation for post-acquisition services. Judgment is also required to assess whether contingent consideration should be
Changes in or Adoption of Accounting Practices
significant impact on the Company’s consolidated financial statements resulted from the adoption of this new standard.
effective for annual periods beginning on or after January 1, 2018, with early application permitted. No significant impact on
the Company’s consolidated financial statements resulted from the adoption of this new standard.
time. The model features a contract based five-step analysis of transactions to determine whether, how much and when
application permitted. No significant impact on the Company’s consolidated financial statements resulted from the adoption of
this new standard.
IFRS 16, Leases
unless the underlying asset is of low value. A lessee is required to recognize a right-of-use asset representing its right to use the
Related Party Transactions
Related party transaction not described elsewhere in the MD&A are included herein.
cash to fund working capital needs, payroll liability to Edward Fields is accrued monthly. As at July 31, 2018, $460,000 of payroll
liability remained outstanding, which is included in Accounts Payable and Accrued Liabilities on the Consolidated Statement of
Financial Position.
Daniel Fields, a shareholder of the Company, provided consulting services for the Company. During the period ended July 31,
2018, the Company paid approximately $200,000 to Daniel Fields for expenses and consulting fees, which is included in Legal
and Professional Fees on the Consolidated Statement of Operations. As at July 31, 2018, $160,000 remained payable by the
Company, which is included in Accounts Payable and Accrued Liabilities on the Consolidated Statement of Financial Position.
company doing business in California as ByProxie. The entity is not consolidated with the Company because the Company is not
entitled to its variable returns. Since August 2017, the Company engaged ByProxie to provide marketing services in California.
During the period, the Company incurred related expenses of approximately $240,000 included in Administrative and Other
Expenses on the Consolidated Statement of Operations, which was paid in full at July 31, 2018.
WestField Partners, LLC, over which the Company’s Chief Executive Officer has control, is a management services company.
WestField Partners, LLC is not consolidated with the Company because the Company is not entitled to its variable returns.
WestField Partners, LLC entered into a management services agreement with the Company on March 1, 2016. During the fiscal
period, the Company paid WestField Partners, LLC approximately $50,000 for management services, rent, and outside services
reimbursements, which is included in Administrative and Other Expenses on the Consolidated Statement of Operations. As at
July 31, 2018, the Company owed $43,609 to the entity, which is included in Accounts Payable and Accrued Liabilities on the
Consolidated Statement of Financial Position.
As of July 31, 2018, the Company had $86,977 of outstanding accounts payable to employees for expense reimbursements
included in Accounts Payable and Accrued Liabilities on the Consolidated Statement of Financial Position.
Share Based Compensation
The Company has granted options to employees during the period. Please refer to the Company’s Note 10 of the consolidated
financial statements for further information on options granted.
Risk Factors
Please refer to the Listing Statement filed with Canadian Securities Exchange (“CSE”) for discussions on risk factors related to
the Company.
Financial Instruments and Financial Risk Management
liabilities, short-term note payable, and long-term debt. The carrying values of these financial instruments approximate their
fair values at July 31, 2018.
Credit Risk
equivalents.
Liquidity Risk
Market Risk
- Interest Rate Risk
- Currency Risk
translation risks.
As at July 31, 2018, the Company had no hedging agreements in place with respect to foreign exchange rates, however
Subsequent Events
On August 28, 2018, the Company closed the fourth tranche of the non-brokered private placement by issuing 1,680 Common
On August 31, 2018, the Company through its subsidiary, Herban OR, acquired certain assets from Winberry. Winberry is a
concentrates and vape cartridge company and holds licenses in the State of Oregon for the cultivation, distribution and
manufacturing of adult-use cannabis.
business of direct-to-consumer cannabis sales and delivery, by issuing an unsecured convertible note that includes the right,
Agreement.
adult-use cannabis and provides product processing, packaging and distribution services in Oregon.
The transaction was completed for a total purchase price of $150,000, and a $100,000 earn-out, subject to certain performance
obligations.
Term Loan
rate per annum equal to nine and a half percent (9.5%), which interest shall be payable semi-annually in arrears on the last day
the basis of a 360-day year for the actual number of days elapsed. Notwithstanding the foregoing, if the Term Loan matures
Company and Sixonine entered into a letter of intent dated August 23, 2018, and subsequently, on October 2, 2018, Sixonine, a
subsidiary of Sixonine (“Sixonine Subco”), and the Company entered into the Definitive Agreement.
APPENDIX O
DIONYMED MD&A FOR THE PERIOD FROM THE DATE OF INCORPORATION (JANUARY
11, 2018) TO FEBRUARY 28, 2018
[See attached.]
O-1
For the Period from the Date of Incorporation (January 11, 2018) to February 28, 2018

This Management’s Discussion and Analysis (“MD&A”) reports on the financial condition and results of operations of DionyMed
Holdings Inc (“DionyMed Holdings” or the “Company”) for the period from the date of incorporation (January 11, 2018) to
February 28, 2018. This MD&A should be read in conjunction with the Company’s audited consolidated financial statements for
the period from the date of incorporation on January 11, 2018 to February 28, 2018 (the “Financial Statements”), including the
accompanying notes, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as
issued by the International Accounting Standards Board.
statements and information set out under the heading “Cautionary Note Regarding Forward-Looking Information”. As a result
of many factors, the Company’s actual results may differ materially from those anticipated in these forward-looking statements
and information.
products;
directly comparable financial information presented in the consolidated financial statements prepared in accordance with IFRS,
see “Non-IFRS Financial Performance Measures” in this MD&A.
GENERAL
Overview
DionyMed Holdings is a private corporation incorporated in Ontario, Canada, on January 11, 2018. The Company’s registered
office is located at 40 King Street West, Suite #2100, Toronto, ON M5H 3C2.
DionyMed Holdings and its subsidiaries (“DionyMed Group”) operate a vertically integrated platform that designs, develops,
markets and sells a portfolio of branded cannabis products. DionyMed Group also provides distribution, logistics and value-
added manufacturing services on behalf of cannabis cultivators, distributors, processors and retailers. DionyMed Group’s
operations are currently located in California.
As used herein, “DionyMed Group,” “we,” “our,” and similar terms include DionyMed Holdings and its subsidiaries, unless the
context indicates otherwise.
Recent Developments
Business Combination with Companies under Common Control
On February 28, 2018, the Company completed the acquisition of all issued and outstanding equity interests of entities under
common control (see note 3 of the financial statements for significant judgement on business combinations and note 4 of the
financial statements for discussion of acquisitions and analysis of the Company’s interest in DionyMed and Herban), DionyMed,
Inc (“DionyMed”) and Herban Industries, Inc and its subsidiaries (“Herban”) through a share exchange and contribution
arrangement (the “transaction”), under which, the Company was determined to be the acquiring entity.
Strategic Framework
DionyMed Group’s mission is to build safe, trusted cannabis brands for medical and recreational consumers worldwide through
the world’s most efficient cannabis platform.
Using world-class marketing and innovation skills, DionyMed Group is passionate about building and sustaining top of mind
cannabis brands that play a positive role in society. DionyMed Group is proud of the brands being made and the enjoyment
they give to consumers. The Company is passionate about cannabis playing a positive role in society as part of a balanced,
active and healthy lifestyle.
DionyMed Group is guided by four principles: a customer focused obsession, operational excellence, a commitment to
community, and long-term thinking. In each market, DionyMed Group serves the primary customer sets, including consumers,
cultivators, manufacturers, and dispensaries.
The consumer is at the heart of the Company’s business. DionyMed Group seeks to make access to cannabis safe, convenient
and easy for both adult recreational and medical use customers. DionyMed Group conveniently delivers products directly
through its own and partner e-commerce sites, as well as through dispensary retail partners. In addition, DionyMed Group
supports other brands and retailers by providing distribution, logistics, manufacturing and technology services.
DionyMed Group strives to offer customers products at price points that meet their needs, ranging from value priced offerings
to luxury products, together with fast and reliable fulfillment and timely customer service.
DionyMed Group’s organization is structured in a market-based model, which provides the Company with greater agility and
ability to apply its strategy to markets to meet the diverse needs of our consumers and customers.
The markets are supported by global functional teams and a broad range of shared services which, together, drive the sharing
of best practice, enhance efficiency and build in-market capabilities. Standards for governance, compliance and ethics are set
company-wide.
As a vertically-integrated provider and with a focus on data and technology, the Company is able to efficiently identify and to
act on consumer trends to support growth. Local market expertise is used to identify and deliver against the most valuable
growth opportunities.
DionyMed Group uses cutting-edge consumer insights and marketing, to drive product development to innovate at scale and
develop winning relationships with customers through distribution and sales. The Company’s supply capabilities enable it to
manufacture and distribute our brands efficiently and effectively.
DionyMed Group is a mission driven company committed to using business as a force for good, a catalyst for innovation and to
support the communities it serves. The Company weighs sound business decision making with consideration for how its efforts
affect its employees, customers, suppliers, the environment, and the communities where its employees live and where it does
business, while maximizing profits and strengthening its brands.
DionyMed Group is focused on supporting communities and non-profits that can utilize the wellness aspects of our products
(i.e. military veterans, medical foundations, university research, etc.). The Company believes socially oriented ethos will
ultimately have a positive impact on the Company, its employees and its shareholders.
Sources of Revenue
DionyMed Group generates revenue from:
and
dispensaries.
Product Sales
DionyMed Group designs, develops and markets branded products that are sold both online and in-store at brick and mortar
dispensary retailers. it continues to expand the range of offerings in all significant and emerging product categories, including
flower, pre-rolls, vape pens, concentrates and edibles. DionyMed Group’s branded and third party products vary in price point,
targeting specific customer segments with their brand messaging and position and with a deliberate bias to serving new
cannabis consumers. The range of products is designed to be specific consumer segment focused with perceived value for the
price point.
DionyMed Group provides distribution, fulfillment, warehousing and inventory management services for cultivators,
manufacturers and third party brands. Some of these products may be sold by our sales team, while others may be sold by a
brands’ own in-house sales team. Distribution and logistics services may involve warehousing, facilitation of product testing,
tax-collection and/or compliant transport, depending on a market’s regulatory requirements.
DionyMed Group also provides co-packing, filling, supply chain and sourcing on behalf of cultivators, manufacturers and brands.
The co-packing services include manicuring, packaging and labeling dry bulk-flower from cultivators, as well as filling and
packaging vape cartridges and other concentrates. DionyMed Group expects to expand these services line to include extraction
and additional finished goods production capabilities.
DionyMed Group continues to hire, train and develop sales force both an inside and outside sales team to increase retail
penetration and cash register share of branded and third party products in both existing and new markets.
are correctly labeled and merchandised.
DionyMed Group supports its products with advertising, promotions and other marketing methods to build awareness and trial
of its brands and products in conjunction with its sales force. Product quality, performance, value and packaging are also
important differentiating factors.
speaking engagements at key industry events. In addition to these active outlets to build brand awareness, DionyMed Group
plans to support word-of-mouth endorsements and testimonials from its customers who are advocates for its brands and
products.
There is abundant opportunity for professional and scientifically rational cannabis product development. DionyMed Group will
develop intellectual property in the areas of cannabis-related novel small molecule compounds, formulation development, and
in research platform materials and methods.
DionyMed Group will continue to invest in research and development efforts to identify new product opportunities.
Supply Chain
DionyMed Group plans to establish a global supply chain to source high-quality and cost-effective packaging, hardware and
equipment, as well as establishing local supply chains for cannabis biomass and distillate. DionyMed Group uses a mix of in-
house cultivation and production together with contract growers and manufacturers to support its production needs.
DionyMed Group requires that strict cultivation and manufacturing specifications be followed and has thorough quality control
procedures to ensure product safety, consistency and quality.
DionyMed Group plans to scale its supply chain production capacity as demand for its products continues to increase.
Management believes the timing is right to invest in expanded production capacity to address emerging new product
opportunities, take further control of the supply chain and proactively define the competitive landscape. The Company may
expand its cultivation activities in future markets that require vertical integration.
DionyMed Group has comprehensive inventory management procedures, which are compliant with the rules set forth by the
California Department of Consumer Affairs’ Bureau of Cannabis Control (“BCC”) and all other applicable state and local laws,
regulations, ordinances, and other requirements.
These procedures ensure strict control over DionyMed Group’s cannabis and cannabis product inventory from delivery by a
licensed distributor to sale or delivery to a consumer, or disposal as cannabis waste. Such inventory management procedures
also include measures to prevent contamination and maintain the safety and quality of the products dispensed in retail
locations served by DionyMed Group. DionyMed Group understands its responsibility to the greater community and the
environment and is committed to providing consumers with a safe, consistent, and high-quality supply of cannabis products.
DionyMed Group has comprehensive security policies and procedures for its operations, to prevent unauthorized entrance into
areas containing cannabis and cannabis products to deter theft, or loss, of cannabis and cannabis products. DionyMed Group’s
security policies and procedures are compliant with the rules set forth by the regulatory agency responsible for enforcing the
regulations of the states in which it operates.
DionyMed Group’s systems architecture was specifically designed for data agility, scalability, and increased distribution efficacy.
Logistics and distribution management software continues to grow in importance in the highly regulated cannabis environment.
regulations. DionyMed Group leverages proprietary logistics software to differentiate and enable its businesses processes.
Continued research and development efforts will ensure DionyMed Group’s competitive advantage and development of
intellectual property.
DionyMed Group recognizes that its proprietary software applications need to evolve rapidly with shifting cannabis regulations,
support, and market specific regulatory implementations, Custom microservice APIs are designed to provide flexibility and
extendibility to support hyper growth across the platform.
tracking while reducing double-entry, human error, and spreading market latency.
DionyMed Group’s intellectual property and proprietary rights are important to its business as it is dependent upon innovative
securing a sustainable competitive advantage and DionyMed Group relies on a combination of trademarks, copyrights, trade
secret laws, secrecy and confidentiality agreements to do so.
DionyMed Group places a high priority on regulatory compliance. Compliance procedures are interwoven into all phases of
company operations to include revenue, employee on-boarding, training and auditing.
have been in place since January 1, 2018, the beginning of the current licensing scheme in California, to ensure that all of the
operate. However, in November 2016, voters in California overwhelmingly passed Proposition 64, the “Adult Use of Marijuana
marijuana.
Licensing
With respect to direct to consumer, distribution, and logistics operations, DionyMed expects to compete with other license
holders across California, Oregon. Many of DionyMed’s competitors in the markets are small local operators. In certain markets
such as San Francisco where DionyMed services dispensaries, there are also a number of illegally operating dispensaries, which
next twelve months. In addition to physical dispensaries, DionyMed expects to compete with other third party delivery services,
In terms of production, DionyMed expects to compete with other licensed operators in the states in which it operates. Similar
to above, there are a number of illegally operators in California and Oregon which will serve as competition in the near-term.
The markets in which DionyMed operates in (California, Oregon) have fewer barriers to entry and more closely reflect free
market dynamics typically seen in mature retail and manufacturing industries. The growth of these markets poses a risk of
increased competition. However, given DionyMed’s runway as an original player in these states, which have historically been
limited supply markets, management views DionyMed’s market share as less at risk than operators without a current operating
footprint.
Given all the above, DionyMed still faces competition from other companies that may have a higher capitalization, access to
public equity markets, more experienced management or may be more mature as a business. The vast majority of competitors
consist of localized businesses.
There are a few multi-state operators that DionyMed competes directly with. Aside from this direct competition, out-of-state
competitive landscape. Similarly, as DionyMed executes its national U.S. growth strategy, operators in our future state markets
will inevitably become direct competitors.
February 28, 2018.
Total Expenses 452,802

Total Assets 31,717,015
Long-Term Liabilities 3,206,348
As of February 28, 2018, the Company distributed or sold product to over 120 retail dispensaries. The retail strategy focuses on
gaining distribution in retail brands that align with the Company’s corporate social mission, as well as with the target consumer.
The Company targets accounts where the brand is most likely to succeed with retail shoppers.
For the period starting January 11, 2018 through February 28, 2018, the Company did not report any revenue. The Company
incurred $452,802 of operating expenses for the period.
Adjusted EBITDA loss was $408,784 for the period, primarily as a result of corporate expenses within general and administrative
expenses. Adjusted EBITDA is defined by the Company as earnings before interests, taxes, depreciation and amortization, less
certain non-cash equity compensation expenses, including impairments, one-time transaction fees and all other non-cash
items. The Company considers Adjusted EBITDA an important operational measure for the business.
Net loss for the period was US$452,802.
As at February 28, 2018, the Company had total current liabilities of $3,048,586 and cash of $133,117 to meet its current
obligations. As at February 28, 2018, the Company had negative working capital of $620,660 excluding Due to Shareholders.
In January and February 2018, DionyMed issued Series A Convertible Promissory Notes (the “Notes”) for a total principal
amount of CAD$4,107,011 (USD$3,206,348). The Notes were convertible at the conversion price to be determined by the next
financing, bear interest at 1.75% per annum, and have maturity date of December 31, 2020. As at February 28, 2018, a
one of the investors remained outstanding. On February 28, 2018, as part of the Transaction to acquire DionyMed by the
Company, the Company assumed the Notes.
The cash proceeds from the Transaction will be used for working capital and acquisition purposes.
In addition to Series A round of private placement described above, the Company intends to generate adequate cash to fund its
business operations. However, the Corporation’s business plan includes aggressive growth, both in the form of additional
acquisitions and through facility expansion and improvements. Initiatives in U.S. markets outside of those already within the
Corporation’s platform are expected in the coming months. Accordingly, the Corporation expects to raise additional capital,
both in the form of debt and new equity offerings, during the next fiscal year.
improvements in existing facilities, product development and marketing, as well as customer, supplier and investor and
industry relations.
Going Concern
that the Company will be successful in achieving this goal. For the period ended February 28, 2018, the Company reported a net
loss of $452,802, operating cash outflows of $0 and, as of that date, an accumulated deficit of $452,802. These material
appropriateness of the use of the accounting principles applicable to a going concern. The Company’s consolidated financial
Cash Flows
Net cash used in operating activities was $0 for the period ended February 28, 2018 due to increase in operating expenses
offset by change in working capital.
Cash provided from working capital for the period ended February 28, 2018 is $436,525 as a result of the increase in other
current liabilities and expenses paid by related parties.
Net cash provided from investing activities was $133,117 for the period ended February 28, 2018 due to cash acquired through
business combinations.
Total $ 824,224 $ 826,036 $ 825,896 $ 676,784 $ 634,584 $ 1,903,752
that specify minimum rentals. The leases expire through 2028 and contain renewal provisions.
lives of assets.
consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business
compensation for post-acquisition services. Judgment is also required to assess whether contingent consideration should be
Changes in or Adoption of Accounting PracticesThe following IFRS standards have been recently issued by the IASB. The
Company is assessing the impact of these new standards on future consolidated financial statements. Pronouncements that are
not applicable or where it has been determined do not have a significant impact to the Company have been excluded herein.
significant impact on its consolidated financial statements resulted from the adoption of this new standard.
effective for annual periods beginning on or after January 1, 2018, with early application permitted. No significant impact on its
consolidated financial statements resulted from the adoption of this new standard.
application permitted. No significant impact on its consolidated financial statements resulted from the adoption of this new
standard.
IFRS 16, Leases
On February 28, 2018, as part of the acquisition of Herban, the Company assumed a loan due to two shareholders with a
balance of $854,855 to fund working capital needs. The loan is not interest-bearing and is repayable on demand.
On February 28, 2018, as part of the acquisition of DionyMed, the Company assumed a loan due to one shareholder with a
balance of CAD$25,000 (USD$19,518) to fund working capital needs. The loan is not interest-bearing and is repayable on
demand.
The Company has granted options to employees during the period. Please refer to the Company’s Note 7 of the consolidated
financial statements for further information on options granted.
Risk Factors
the Company.
The Company's consolidated financial instruments consist of cash and cash equivalents, restricted cash, accounts payable and
accrued liabilities, short-term notes payable, and long-term debt. The carrying values of these financial instruments
approximate their fair values at February 28, 2018.
Credit Risk
equivalents.
Liquidity Risk
Market Risk
- Currency Risk
translation risks.
As at February 28, 2018, the Company had no hedging agreements in place with respect to foreign exchange rates, however
Subsequent Events
Royalty Debt
Company has a buy-out option that can extinguish all amounts owing without any penalties. The buyout payment requires at
least two times of the initial investment from Grenville, which will be in total of CAD$3,800,000.
On June 14, 2018, the Company closed the first tranche of a non-brokered private placement of 3,040 Common Share
proceeds of CAD$3,390,000 (USD$2,604,287). On June 15, 2018, the Company closed the second tranche of the non-brokered
tranche of the non-brokered private placement by issuing 2,920 Common Share Convertible Debentures and 660 Series A
(USD$2,750,250).
On August 28, 2018, the Company closed the fourth tranche of the non-brokered private placement by issuing 1,680 Common
a logistics management, co-packaging, and other service provider to cannabis cultivators, manufacturers, and retailers in
California.
business of direct-to-consumer cannabis sales and delivery, by issuing an unsecured convertible note that includes the right,
Agreement.
adult-use cannabis and provides product processing, packaging and distribution services in Oregon.
The transaction was completed for a total purchase price of $150,000, and a $100,000 earn-out, subject to certain performance
obligations.
Term Loan
rate per annum equal to nine and a half percent (9.5%), which interest shall be payable semi-annually in arrears on the last day
the basis of a 360-day year for the actual number of days elapsed. Notwithstanding the foregoing, if the Term Loan matures
In July 2018, representatives of Sixonine Ventures Corp. (“Sixonine”) and the Company discussed the merits of a potential
Company and Sixonine entered into a letter of intent dated August 23, 2018, and subsequently, Sixonine, a subsidiary of
Sixonine (“Sixonine Subco”), and the Company entered into the Definitive Agreement.
APPENDIX P
DIONYMED, INC. MD&A FOR THE PERIOD FROM THE DATE OF INCORPORATION
(OCTOBER 19, 2017) TO FEBRUARY 28, 2018
[See attached.]
P-1
DionyMed, Inc
For the Period from the Date of Incorporation (October 19, 2017) to February 28, 2018

This Management’s Discussion and Analysis (“MD&A”) reports on the financial condition and results of operations of
DionyMed, Inc (“DionyMed”) for the period from the date of incorporation (October 19, 2017) to February 28, 2018. This
MD&A should be read in conjunction with the Company’s audited financial statements for the period from the date of
incorporation on October 19, 2017 to February 28, 2018 (the “Financial Statements”), including the accompanying notes, which
have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International
Accounting Standards Board.
statements and information set out under the heading “Cautionary Note Regarding Forward-Looking Information. As a result of
many factors, the Company’s actual results may differ materially from those anticipated in these forward-looking statements
and information.
products;
directly comparable financial information presented in the financial statements prepared in accordance with IFRS, see “Non-
IFRS Financial Performance Measures” in this MD&A.
Overview of the Company
DionyMed was incorporated in Ontario, Canada, on October 19, 2017. The Company’s registered office is located at 40 King
Street West, Suite #2100, Toronto, ON M5H 3C2.
The Company’s principal activity is to raise capital through the issuance of debt and new equity to fund acquisitions and
expansions in operations in the cannabis industry in the United States.
Recent Developments
Business Combination with Company under Common Control
outstanding equity interests of DionyMed through a share exchange and contribution arrangement.
The following is selected financial data derived from the audited annual financial statements of the Company as at February 28,
2018.
Total Expenses 1,015,332

Total Assets 124,117
For the period starting October 19, 2017 through February 28, 2018, the Company did not report any revenue. The Company
incurred $1,015,332 of operating expenses for the period.
Adjusted EBITDA loss was $493,486 for the period, primarily as a result of corporate expenses within general and administrative
expenses. Adjusted EBITDA is defined by the Company as earnings before interests, taxes, depreciation and amortization, less
certain non-cash equity compensation expenses, including impairments, one-time transaction fees and all other non-cash
items. The Company considers Adjusted EBITDA an important operational measure for the business.
Net loss for the period was $1,015,332.
As at February 28, 2018, the Company had total current liabilities of $581,992 and cash of $5,006 to meet its current
In January and February 2018, the Company issued Series A Convertible Promissory Notes (the “Notes”) for a total principal
next financing, bear interest at 1.75% per annum and have maturity date of December 31, 2020. As at February 28, 2018, a
one of the investors remained outstanding.
outstanding equity interests of the Company through a share exchange and contribution arrangement.
industry relations.
Going Concern
The Company’s financial statements have been prepared under the assumption that the Company will be able to realize its
$1,015,332, operating cash outflows of $357,286 and, as of that date, an accumulated deficit amounting to $1,015,332. These
appropriateness of the use of the accounting principles applicable to a going concern. The Company’s financial statements do
not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be
unable to continue as a going concern. The Company continues to have access to equity and debt financing from private
Cash Flows
Net cash used in operating activities was $357,286 for the period ended February 28, 2018 primarily due to increase in
operating expenses and change in working capital.
Cash provided from working capital for the period ended February 28, 2018 is $98,244 as a result of the increase in accounts
payable and accrued liabilities and due to shareholder of $217,355 offset by the increase in other current assets of $119,111.
Net cash used in investing activities was $2,841,711 for the period ended February 28, 2018 primarily due to payments made
on behalf of related parties.
Net cash provided from financing activities was $3,233,673 for the period ended February 28, 2018 primarily due to the
proceeds from the issuance of convertible promissory notes.
The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future
periods affected. Significant judgments, estimates and assumptions that have the most significant effect on the amounts
Changes in or Adoption of Accounting Practices

standards on future financial statements. Pronouncements that are not applicable or where it has been determined do not
have a significant impact to the Company have been excluded herein.
expect significant impact on its financial statements from the adoption of this new standard.
IFRS 16, Leases
standard has not yet been determined.
Due to Shareholder
As of February 28, 2018, the Company had a loan due to one shareholder with a balance of CAD$25,000 (USD$19,518) to fund
the Company’s working capital needs. The loan is not interest-bearing and is repayable on demand.
Management determined that the imputation of interest on the below market-interest rate loan payable to related party is not
required due to the due on demand nature of the loan and the fact that the Company has not received any outside financing to
allow for a reasonable interest rate to be estimated.
Due to DionyMed Holdings Inc
As of February 28, 2018, the Company made payments to Herban Industries, Inc on behalf of DionyMed Holdings Inc.
(“DionyMed Holdings”) of $2,841,711 for working capital needs. On February 28, 2018, DionyMed Holdings assumed the
convertible promissory notes from the Company in the amount of $3,206,348, which resulted in net balance owing to
DionyMed Holdings of $364,637.
Daniel Fields, a shareholder of the Company, provided consulting services for the Company. During the period ended February
28, 2018, the Company paid approximately $20,000 to Daniel Fields for expenses and consulting fees. As at February 28, 2018,
$113,000 remained payable by the Company.
The Company has granted options to employees during the period. Please refer to note 6 of the financial statements for further
information on options granted.
Risk Factors
the Company.
The Company's financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities, short-term
note payable. The carrying values of these financial instruments approximate their fair values at February 28, 2018.
There have been no transfers between fair value levels during the year ended February 28, 2018.
Credit Risk
equivalents. All cash and cash equivalents are placed with major financial institutions in Canada.
Liquidity Risk
Market Risk
APPENDIX Q
HERBAN INDUSTRIES, INC. MD&A FOR THE YEARS ENDED
FEBRUARY 28, 2018 AND 2017
[See attached.]
Q-1

This Management’s Discussion and Analysis (“MD&A”) reports on the financial condition and results of operations of Herban
Industries, Inc and its subsidiaries (“Herban” or the “Company”) for the year ended February 28, 2018. This MD&A should be
read in conjunction with the Company’s audited consolidated financial statements for the year ended February 28, 2018 (the
“Financial Statements”), including the accompanying notes, which have been prepared in accordance with International
Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.
statements and information set out under the heading “Cautionary Note Regarding Forward-Looking Information”. As a result
of many factors, the Company’s actual results may differ materially from those anticipated in these forward-looking statements
and information.
products;
directly comparable financial information presented in the consolidated financial statements prepared in accordance with IFRS,
see “Non-IFRS Financial Performance Measures” in this MD&A.
Overview of the Company
Herban was incorporated in Delaware, USA, on March 1, 2016. The Company’s registered office is located at 1821 S. Bascom
Avenue, #282, Campbell, CA 95008.
Herban operate a vertically integrated platform that designs, develops, markets and sells a portfolio of branded cannabis
products. Herban also provides distribution, logistics and value-added manufacturing services on behalf of cannabis cultivators,
distributors, processors and retailers. Herban’s operations are currently located in California.
As used herein, “Herban,” “we,” “our,” and similar terms include Herban and its subsidiaries, unless the context indicates
otherwise.
Recent Developments
Business Combination with Company under Common Control
outstanding equity interests of Herban and its subsidiaries through a share exchange and contribution arrangement.
Sources of Revenue
Herban generates revenue from:
and
dispensaries.
Product Sales
Herban designs, develops and markets branded products that are sold both online and in-store at brick and mortar dispensary
retailers. it continues to expand the range of offerings in all significant and emerging product categories, including flower, pre-
rolls, vape pens, concentrates and edibles. Herban’s branded and third party products vary in price point, targeting specific
customer segments with their brand messaging and position and with a deliberate bias to serving new cannabis consumers. The
range of products is designed to be specific consumer segment focused with perceived value for the price point.
Herban provides distribution, fulfillment, warehousing and inventory management services for cultivators, manufacturers and
third party brands. Some of these products may be sold by our sales team, while others may be sold by a brands’ own in-house
sales team. Distribution and logistics services may involve warehousing, facilitation of product testing, tax-collection and/or
compliant transport, depending on a market’s regulatory requirements.
Herban also provides co-packing, filling, supply chain and sourcing on behalf of cultivators, manufacturers and brands. The co-
packing services include manicuring, packaging and labeling dry bulk-flower from cultivators, as well as filling and packaging
vape cartridges and other concentrates. Herban expects to expand these services line to include extraction and additional
finished goods production capabilities.
Herban continues to hire, train and develop sales force both an inside and outside sales team to increase retail penetration and
cash register share of branded and third party products in both existing and new markets.
are correctly labeled and merchandised.
Herban supports its products with advertising, promotions and other marketing methods to build awareness and trial of its
brands and products in conjunction with its sales force. Product quality, performance, value and packaging are also important
differentiating factors.
speaking engagements at key industry events. In addition to these active outlets to build brand awareness, Herban plans to
support word-of-mouth endorsements and testimonials from its customers who are advocates for its brands and products.
There is abundant opportunity for professional and scientifically rational cannabis product development. Herban will develop
intellectual property in the areas of cannabis-related novel small molecule compounds, formulation development, and in
research platform materials and methods.
Herban will continue to invest in research and development efforts to identify new product opportunities.
Supply Chain
Herban plans to establish a global supply chain to source high-quality and cost-effective packaging, hardware and equipment,
as well as establishing local supply chains for cannabis biomass and distillate. Herban uses a mix of in-house cultivation and
production together with contract growers and manufacturers to support its production needs. Herban requires that strict
cultivation and manufacturing specifications be followed and has thorough quality control procedures to ensure product safety,
consistency and quality.
Herban plans to scale its supply chain production capacity as demand for its products continues to increase. Management
believes the timing is right to invest in expanded production capacity to address emerging new product opportunities, take
further control of the supply chain and proactively define the competitive landscape. The Company may expand its cultivation
activities in future markets that require vertical integration.
Herban has comprehensive inventory management procedures, which are compliant with the rules set forth by the California
Department of Consumer Affairs’ Bureau of Cannabis Control (“BCC”) and all other applicable state and local laws, regulations,
ordinances, and other requirements.
These procedures ensure strict control over Herban’s cannabis and cannabis product inventory from delivery by a licensed
distributor to sale or delivery to a consumer, or disposal as cannabis waste. Such inventory management procedures also
include measures to prevent contamination and maintain the safety and quality of the products dispensed in retail locations
served by Herban. Herban understands its responsibility to the greater community and the environment and is committed to
providing consumers with a safe, consistent, and high-quality supply of cannabis products.
Herban has comprehensive security policies and procedures for its operations, to prevent unauthorized entrance into areas
containing cannabis and cannabis products to deter theft, or loss, of cannabis and cannabis products. Herban’s security policies
and procedures are compliant with the rules set forth by the regulatory agency responsible for enforcing the regulations of the
states in which it operates.

Herban’s systems architecture was specifically designed for data agility, scalability, and increased distribution efficacy. Logistics
and distribution management software continues to grow in importance in the highly regulated cannabis environment.
regulations. Herban leverages proprietary logistics software to differentiate and enable its businesses processes. Continued
research and development efforts will ensure Herban’s competitive advantage and development of intellectual property.
Herban recognizes that its proprietary software applications need to evolve rapidly with shifting cannabis regulations, support,
and market specific regulatory implementations, Custom microservice APIs are designed to provide flexibility and extendibility
to support hyper growth across the platform.
tracking while reducing double-entry, human error, and spreading market latency .
Herban’s intellectual property and proprietary rights are important to its business as it is dependent upon innovative
securing a sustainable competitive advantage and Herban relies on a combination of trademarks, copyrights, trade secret laws,
secrecy and confidentiality agreements to do so.
Herban places a high priority on regulatory compliance. Compliance procedures are interwoven into all phases of company
operations to include revenue, employee on-boarding, training and auditing.
have been in place since January 1, 2018, the beginning of the current licensing scheme in California, to ensure that all of the
operate. However in November 2016, voters in California overwhelmingly passed Proposition 64, the “Adult Use of Marijuana
marijuana.
Licensing
With respect to direct to consumer, distribution, and logistics operations, Herban expects to compete with other license
holders across California, Oregon. Many of Herban’s competitors in the markets are small local operators. In certain markets
such as San Francisco where Herban services dispensaries, there are also a number of illegally operating dispensaries, which
next twelve months. In addition to physical dispensaries, Herban expects to compete with other third party delivery services,
In terms of production, Herban expects to compete with other licensed operators in the states in which it operates. Similar to
above, there are a number of illegally operators in California and Oregon which will serve as competition in the near-term.
The markets in which Herban operates in (California, Oregon) have fewer barriers to entry and more closely reflect free market
dynamics typically seen in mature retail and manufacturing industries. The growth of these markets poses a risk of increased
competition. However, given Herban’s runway as an original player in these states, which have historically been limited supply
markets, management views Herban’s market share as less at risk than operators without a current operating footprint.
Given all the above, Herban still faces competition from other companies that may have a higher capitalization, access to public
equity markets, more experienced management or may be more mature as a business. The vast majority of competitors consist
of localized businesses.
There are a few multi-state operators that Herban competes directly with. Aside from this direct competition, out-of-state
competitive landscape. Similarly, as Herban executes its national U.S. growth strategy, operators in our future state markets will
inevitably become direct competitors.
February 28, 2018 and 2017.
2018 2017
Total Revenue, net of discounts 53,050 -

Cost of Goods Sold 42,257 -
Gross Profit 10,793 -
Total Expenses 4,809,588 745,866
Operating (Loss) (4,798,795) (745,866)
Total Assets 1,776,098 346,105
As of February 28, 2018, the Company distributed or sold product to over 120 retail dispensaries. The retail strategy focuses on
gaining distribution in retail brands that align with the Company’s corporate social mission, as well as with the target consumer.
The Company targets accounts where the brand is most likely to succeed with retail shoppers.
Revenue
Revenue for the fiscal year ended February 28, 2018 was $53,050, an increase of $53,050, compared to revenue of $nil for the
year ended February 28, 2017. The increase in revenue was driven by the ramp-up of production and sales activities in January
and February of 2018 after product development, testing, marketing, and branding activities in the prior period.
Gross Profit
Gross profit for the year ended February 28, 2018 was $10,793, representing a gross margin on the sale of cannabis related
products and accessories of 20.3%.
Total Expenses
Total expenses for the year ended February 28, 2018 were $4,809,588, an increase of $4,063,722 compared to total expenses
of $745,866 for the year ended February 28, 2017. The increase in total expenses was attributable to an increase in general and
administrative expenses, particularly wages and salaries of $1,844,107 compared to $nil for the year ended February 28, 2017,
due to an increase in headcount from the Company’s operating market in California and executive team throughout the United
States.
Additionally, the Company had professional fees of $767,915 in the current fiscal year which represented an increase to the
prior fiscal year’s professional fees of $198,947. This increase is due to the change in volume and complexity of accounting and
legal services required by the Company after its ramp up of operating activities and anticipated expansion into new markets.
Net Loss
Net loss for the year ended February 28, 2018 was $4,798,795, an increase of $4,052,929, compared to a net loss of $745,866
for the year ended February 28, 2017. The increase in net loss was driven by the reasons described above.
Adjusted EBITDA
Adjusted EBITDA was $(3,906,784) for the year ended February 28, 2018, an increase of $3,160,918, compared to the Adjusted
EBITDA of $745,866 for the year ended February 28, 2017, primarily as a result of the reasons described above. Adjusted
EBITDA is defined by the Company as earnings before interests, taxes, depreciation and amortization, less certain non-cash
equity compensation expenses, including impairments, one-time transaction fees and all other non-cash items. The Company
considers Adjusted EBITDA an important operational measure for the business.
As at February 28, 2018, the Company had total current liabilities of $5,297,303 and cash of $128,111 to meet its current
During this year ended February 28, 2018, the Company raised additional capital yielding proceeds amounting to $1,000,000. In
the prior fiscal year, the Company raised capital yielding proceeds amounting to $970,000.
As of February 28, 2018, the Company had a loan due to two shareholders with a balance of $854,855 to fund the Company’s
working capital needs. In addition, DionyMed Holdings Inc, a related party under common control, loaned funds of $2,488,611
to the Company to finance its working capital needs. Collectively, these loans are non-interest bearing and are due on demand.
In addition to additional capital contributions from shareholders, loans from shareholders and other related parties, the
Company intends to generate adequate cash to fund its business operations. However, the Corporation’s business plan includes
aggressive growth, both in the form of additional acquisitions and through facility expansion and improvements. Initiatives in
U.S. markets outside of those already within the Corporation’s platform are expected in the coming months. Accordingly, the
Corporation expects to raise additional capital, both in the form of debt and new equity offerings, during the next fiscal year.
industry relations.
Going Concern
that the Company will be successful in achieving this goal. For the period ended February 28, 2018, the Company reported a net
loss of $4,798,795, operating cash outflows of $3,016,602 and, as of that date, an accumulated deficit of $5,544,661. These
appropriateness of the use of the accounting principles applicable to a going concern. The Company’s consolidated financial
Cash Flows
Net cash used in operating activities was $3,016,602 for the year ended February 28, 2018, an increase of $2,321,977 compared
to $694,625 used in the year ended February 28, 2017, primarily due to increases in operating expenses and change in working
capital.
Cash provided from working capital for the year ended February 28, 2018 is $606,299, an increase of $555,058 compared to
$51,241 for the year ended February 28, 2017, as a result of the increases in accounts receivable, inventory, other current
assets of $1,108,812 netted against the increases in accounts payable and accrued liabilities and other current liabilities of
$1,715,111.

Net cash used in investing activities was $1,299,971 for the year ended February 28, 2018, an increase of $1,095,814 compared
to $204,157 used in the year ended February 28, 2017, primarily due to purchase of fixed assets and advance to Greenrush.
Net cash provided in financing activities was $4,343,466 for the year ended February 28, 2018, compared to $1,000,000 for the
year ended February 28, 2017, primarily due to loans received from shareholders and other related parties and cash received
from shareholders as additional capital contribution.
Total $ 824,224 $ 826,036 $ 825,896 $ 676,784 $ 634,584 $ 1,903,752
that specify minimum rental requirements. The leases expire through 2028 and contain renewal provisions.
Changes in or Adoption of Accounting PracticesThe following IFRS standards have been recently issued by the IASB. The
Company is assessing the impact of these new standards on future consolidated financial statements. Pronouncements that are
not applicable or where it has been determined do not have a significant impact to the Company have been excluded herein.
effective for annual periods beginning on or after 1 January 2018, with early application permitted. The Company does not
expect significant impact on its consolidated financial statements from the adoption of this new standard.
application permitted. The Company does not expect significant impact on its consolidated financial statements from the
adoption of this new standard.
IFRS 16, Leases

cash to fund working capital needs, payroll liability to Edward Fields is accrued monthly. As at February 28, 2018, $540,000 of
payroll liability remained outstanding, which is included in Accounts Payable and Accrued Liabilities on the Consolidated
Statement of Financial Position.
Write-off of Loans to Greenrush Brands, Inc
On March 1, 2016, the Company entered into a management services agreement with Greenrush Brands, Inc (“Greenrush”), a
mutual benefit not-for-profit corporation in California operating in the medical cannabis business. The Company managed day-
to-day operations of Greenrush in accordance with the agreement.
From March 1, 2016 to December 30, 2017, the Company paid for various purchases of inventory, fixed assets, other assets,
and expenses on behalf of Greenrush. As of February 28, 2017 and December 31, 2017, the loan due from Greenrush totaled
$204,158 and $1,397,915 respectively. In order to settle the loan balance, on December 31, 2017, Greenrush transferred all
assets valued at $1,175,784 to Herban CA and ceased operations. The Company considered the remaining balance of $222,131
to be uncollectable and recorded an impairment loss for the year ended February 28, 2018, which is included in Administrative
and Other Expenses on the Consolidated Statement of Operations.
Loan to Zander Fields, Inc
From September 2016 to December 2017, the Company paid various patent and trademark application fees totaling of $15,582
on behalf of Zander Fields, Inc, over which the Company’s Chief Executive Officer has significant influence. Zander Fields, Inc is
not consolidated with the Company because it is not entitled to variable returns. On February 28, 2018, the Company
considered the loan of $15,582 to Zander Fields, Inc to be uncollectable and recorded impairment loss, which is included in
Administrative and Other Expenses on the Consolidated Statement of Operations.
company doing business in California as ByProxie. The entity is not consolidated with the Company because it is not entitled to
variable returns. From August 2017 to the end of the fiscal year, the Company engaged ByProxie to provide marketing services
in California and incurred related expenses of approximately $174,000, which is included in Administrative and Other Expenses
on the Consolidated Statement of Operations. The Company owed ByProxie $10,856 at February 28, 2018, which is included in
Accounts Payable and Accrued Liabilities on the Consolidated Statement of Financial Position.
WestField Partners, LLC, over which the Company’s Chief Executive Officer has control, is a management services company. The
entity is not consolidated with the Company because it is not entitled to variable returns. WestField Partners, LLC entered into
a management services agreement with the Company on March 1, 2016. During the years ended on February 28, 2018 and
2017, the Company paid approximately $222,000 and $67,000 respectively for management services, rent, and outside services
reimbursements to Westfield Partners, LLC, which is included in Administrative and Other Expenses on the Consolidated
Statement of Operations. As at February 28, 2018 and 2017, the Company owed the entity $42,809 and $0, respectively, which
is included in Accounts Payable and Accrued Liabilities on the Consolidated Statement of Financial Position.
As of February 28, 2018, the Company had $380,184 of outstanding accounts payable to employees for expense
reimbursements included in Accounts Payable and Accrued Liabilities on the Consolidated Statement of Financial Position.
The Company has granted options to employees during the year. Please refer to Note 8 of the consolidated financial statements
for further information on options granted.
Risk Factors
the Company.
liabilities, short-term note payable, and long-term debt. The carrying values of these financial instruments approximate their
fair values at February 28, 2018 and 2017.
Credit Risk
contractual obligations. The maximum credit exposure at February 28, 2018 and 2017 is the carrying amount of cash and cash
equivalents.
Liquidity Risk
Market Risk
Subsequent Events
a logistics management, co-packaging, and other service provider to cannabis cultivators, manufacturers, and retailers in
California.

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FORM 2A

in connection with the listing of DionyMed Brands Inc.,

Dated as at November 27, 2018

The Resulting Issuer’s objective is to capitalize on the opportunities presented as a result of

Specific Disclosure Necessary to

Section 17 - Risk Factors –

Section 17 - Risk Factors –

Section 17 - Risk Factors –

Section 17 - Risk Factors –

Section 17 - Risk Factors –

Section 17 - Risk Factors –

Section 17 - Risk Factors –

Section 17 - Risk Factors –

Section 17 - Risk Factors –

Section 17 - Risk Factors -

Section 17 - Risk Factors –

Section 17 - Risk Factors –

Section 17 - Risk Factors -

Section 17 - Risk Factors –

Section 17 - Risk Factors –

Section 17 - Risk Factors –

Section 4.1 – General

Section 17 - Risk Factors –

Section 17 - Risk Factors –

Section 17 - Risk Factors –

Section 17 - Risk Factors –

Quantify the issuer's balance sheet and Selected Consolidated

Note: at the time of this

Section 17 - Risk Factors –

Section 17 - Risk Factors –

U.S. Marijuana Provide reasonable assurance, through Section 4.1 – General

APPENDIX B – SIXONINE FINANCIAL STATEMENTS AS AT AND FOR THE SIX B-1

APPENDIX C – SIXONINE FINANCIAL STATEMENTS FOR THE YEARS ENDED C-1

APPENDIX D – SIXONINE FINANCIAL STATEMENTS FOR THE YEARS ENDED D-1

APPENDIX E – DIONYMED CONSOLIDATED FINANCIAL STATEMENTS FOR THE E-1

APPENDIX F – DIONYMED CONSOLIDATED FINANCIAL STATEMENTS F-1

APPENDIX G – DIONYMED INC. FINANCIAL STATEMENTS G-1

APPENDIX I – PRO FORMA BALANCE SHEET OF ISSUER……………………………….. I-1

APPENDIX M – SIXONINE (FORMERLY HOMELAND ENERGY GROUP LTD.) MD&A M-1

“Amalco Share” means the common shares in the capital of Amalco;

“BCBCA” means the Business Corporations Act (British Columbia), as amended,

“CSE” means the Canadian Securities Exchange Inc.;

“Herban CA” means Herban Industries CA LLC., a wholly-owned subsidiary of Herban

“Personal Information” means any information about an identifiable individual;

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Herban Herban Herban

100% 100% 100%

2.4 Summary of the Reverse Take

Subsequent Events to Financial Reporting Period Ending June 30, 2018

DionyMed’s long-term focus is on building and supporting a global, diversified portfolio of

DionyMed generates revenue from:

● manufacturing and processing branded cannabis products for delivery to retail

● wholesale distribution and logistics management on behalf of cultivators, manufacturers

DionyMed’s operating platform provides accounting, capital markets, compliance, human

Acquisitions and Investments

Acquisition of DionyMed, Inc.

Acquisition of Herban Industries, Inc. and its Subsidiaries

DionyMed used a third-party valuation company to value the acquisition of Herban.

Acquisition of Certain Assets of Rise Brands, Inc. dba Rise Logistics

Acquisition of Certain Assets of JDK Holdings, LLC dba Winberry Farms

Subsequent Events to Financial Reporting Period Ending July 31, 2018

HomeTown is a pioneering “Direct-to-Consumer” non-retail storefront delivery dispensary that

DionyMed, Inc. Notes

DionyMed Common Share Placement