Cannabis Practice Group

2 McMillan LLP McMillan’s leading you with valuable legal solutions for financing, accessing public markets, licensing and Cannabis Practice regulation, employment law and workplace issues, mergers and acquisitions, tax Group provides structuring and intellectual property matters, innovative and practical whether you are just entering the market or already established. solutions to clients in the cannabis industry. We help our clients succeed by: • Structuring financing arrangements through private equity, public markets, and venture capital; The cannabis industry is quickly evolving in Canada, amid a complex and rapidly • Navigating the complex cannabis regulatory changing regulatory scheme, and McMillan is system; at the leading edge of these developments. • Assisting with regulatory approvals; McMillan’s Cannabis Practice Group, one of the largest groups of its kind in Canada, • Advising on mergers, acquisitions and works closely with a wide range of industry divestitures; participants, including licensed producers, • Assisting with labeling, advertising and retailers, investors, technology and other distribution matters; service providers, to help them succeed in the cannabis industry. • Drafting comprehensive employment agreements and workplace policies in Our group is made up of experienced compliance with applicable laws; professionals with significant in-depth • Advising on tax matters; and knowledge. We understand the laws, regulations and business landscape of • Assisting with patents, trademarks, licensing, Canada’s cannabis industry, and can provide outsourcing and strategic alliances.

Cannabis Practice Group 3 Areas of Practice

We closely collaborate with our firm’s corporate, securities, labour and employment, regulatory, intellectual property, tax, and government relations practices to provide you with the comprehensive solutions you need to help you to deal with whatever comes your way.

Business and Labour and Regulatory and Capital Markets Employment Licensing

As a leading corporate finance, We regularly advise clients on all The cannabis industry is complex, mergers and acquisitions, and aspects of provincial and federal and regulations govern virtually project finance firm, we advise employment and labour law. every activity. The opportunities cannabis companies of all sizes. We deliver practical counsel that are significant, but so too are We deliver an integrated group is focused on protecting your the challenges. Our lawyers of services to meet your business interests while adhering to the combine a thorough knowledge objectives securely and with laws that govern workplace of the applicable cannabis laws minimum liability, from advising relationships. While our focus is on and regulations with a passion on day-to-day business matters, helping implement employment for helping our clients achieve to structuring, negotiation and labour relations practices market success. We guide clients and closing complex mergers, that minimize potential conflict, through the Cannabis Act (Canada) acquisitions and financings, we recognize that disputes are licensing process, and routinely and public and private offerings often unavoidable. When they advise on compliance issues, of debt and equity securities. do happen, we provide you with such as labeling, advertising, Our understanding of the strong, effective representation that distribution, import and export regulatory landscape, and our advocates for your best interests, matters. relationships with regulatory and have represented clients at bodies and exchanges, help us all levels of provincial and federal deliver unmatched value to our courts, human rights tribunals, clients. We understand that every labour relations boards, arbitration, transaction is important to our and government administrative clients, no matter how large or bodies. small. We listen to your needs and apply our experience, expertise, and commitment to help you achieve your objectives.

4 McMillan LLP Intellectual Property Tax McMillan Vantage

As one of the leading intellectual McMillan’s tax lawyers provide tax McMillan Vantage, a strategic property practices in Canada, we advice on all manner of financings, partnership with McMillan LLP, is a can help you properly leverage mergers and acquisitions, corporate full-service national public relations and protect your intellectual reorganizations including spin- group. The first of its kind in Canada, property. We craft sound outs, and international transactions the McMillan Vantage team is made intellectual property protection pertaining to the cannabis industry. up of a group of experts who and enforcement strategies that Our Tax Group includes individuals understand how governments work. help our clients maximize the who have been recognized The team brings a sophisticated value of their critical intangible internationally as leading tax approach to public affairs analysis, assets. Our lawyers, patent and advisors, and our tax lawyers work and is skilled at helping companies trademark agents, scientific seamlessly with our Cannabis navigate through rapidly changing consultants and law clerks bring Practice Group to provide advice as regulatory environments. the strong technical expertise part of a comprehensive solution. required for a deep understanding of the industry and the intellectual property that our clients are protecting. We have the depth of experience and expertise to assist clients with all of their intellectual property needs. We help you advance your priorities, We are experienced in all areas while reducing your uncertainty and of trademark work, including limiting your risk, and make you more pre-clearance, opposition competitive in the cannabis industry. and prosecution of trademark applications both in Canada and the United States, and have a network of foreign associates to file and prosecute foreign trademark applications internationally.

Cannabis Practice Group 5 Representative Matters

The first public Capital Markets and M&A company-to The largest public company acquisition involving M&A deal in the • Aurora Cannabis Inc. in its • Aurora Cannabis Inc. in its Cannabis sector US cannabis assets. US$2.5 billion (CAD$3.2 billion) acquisition of a 25% stake in to date in all of Canada. acquisition of MedReleaf Corp. Liquor Stores N.A. Ltd. valued at • Aurora Cannabis Inc. in its $140 million. US$950 million (CAD $1.23 • Canaccord Genuity in • iAnthus Capital Holdings Inc. billion) acquisition of CanniMed connection with the financing in its $835 million acquisition of Therapeutics Inc. for Astar Minerals Ltd. MPX Bioceutical Corporation. • Aurora Cannabis Inc. in its • Cannex Capital Group Inc. in • iAnthus Capital Holdings $175 million acquisition of connection with its acquisition Inc. in connection with a $20 Whistler Medical Marijuana Corp. by Arco Resources Corp. million bought deal private placement of 8% unsecured • Aurora Cannabis Inc. in its • Cannex Capital Group Inc. convertible debentures. $290 million acquisition of ICC in connection with Gotham Labs Inc. Green Partners LLC’s strategic • iAnthus Capital Holdings Inc. in connection with a $20 • Aurora Cannabis Inc. in its US$32 million investment in the million bought deal short form $118 million acquisition of company. prospectus and concurrent $1.5 Anandia Laboratories Inc. • Cannex Capital Group Inc. million non-brokered private in connection with its $36 • Aurora Cannabis Inc. in the placement. The financing was million acquisition of BrightLeaf spin-off of its Australis Capital the first bought deal offering to Development LLC (BLD). subsidiary as a separate entity be completed on the Canadian that would focus primarily on • Cannex Capital Group Inc. in Securities Exchange. investing in the US cannabis and connection with its $48.2 million • iAnthus Capital Holdings real estate sectors. subscription receipt offering. The largest Inc. in connection with a $5.8 traditional debt • Aurora Cannabis Inc. in • Counsel for various capital pool million asset acquisition. facility in the connection with a $250 million companies (TSX-V) in connection cannabis industry • iAnthus Capital debt facility with the Bank of with a qualifying transaction and to date. Management, LLC in its Montreal. associated financings. reverse merger with Genarca • Aurora Cannabis Inc. in • Emblem Corp. in connection Holdings Ltd. and concurrent connection with a $15 million with its qualifying transaction name change to iAnthus convertible debenture offering. by way of a three-cornered Capital Holdings, Inc. amalgamation. • Aurora Cannabis Inc. in • iAnthus Capital Holdings connection with a $23 million • Ebbu Inc. in connection with Inc. in connection with a $50 convertible debenture offering. the sale of its assets to Canopy million financing ($40 million • Aurora Cannabis Inc. in Growth Corp for US$330 debt and US$10 million equity). million. connection with a $60 million • Ignite International Ltd. bought deal private placement. • Harvest One Cannabis Inc. (formerly Vulcan Enterprises • Aurora Cannabis Inc. in in connection with its acquisition US, Ltd.) in connection with its connection with a $75 million of United Greeneries Holdings change of business transaction bought deal private placement Ltd. from MMJ PhytoTech which entailed several complex of units. Limited. elements, including share • Harvest One Capital Inc. in consolidation (followed by • Aurora Cannabis Inc. in name change), licencing connection with a $200 million connection with a $25 million private placement. and IP advice, and a reverse bought deal private placement takeover transaction coupled of debentures. • Harvest One Capital Inc. with a Canada-US cross-border • Aurora Cannabis Inc. in in connection with the ~$50 component. million acquisition of a licensed connection with its acquisition • Lifestyle Delivery Systems of Pedanios GmbH. medical cannabis producer and a Swiss medical cannabis related Inc. in connection with a • Aurora Cannabis Inc. in health products company. reverse takeover of Canna connection with its investment Delivery Systems Inc. in Cann Group. • High Hampton Holdings Corp. in its $19 million non- • Natura Naturals Holdings brokered reverse takeover Inc. in its acquisition by Tilray, private placement. Inc. for up to $70 million. 6 McMillan LLP Representative Matters

• OrganiGram Holdings Inc. • The Green Organic • Advising a producer and in connection with a $10.4 Dutchman Holdings Ltd. in supplier of medical cannabis million bought deal short form the $132 million financing and products in managing its prospectus financing. strategic investment of $55 intellectual property portfolio • OrganiGram Holdings Inc. million by Aurora Cannabis Inc. through its global expansion. in connection with a $23 • Precision Extraction • Advising a leading packaging million bought deal short form Solutions, Inc. in connection manufacturer in connection prospectus financing. with financings to expand its with packaging solutions for • OrganiGram Holdings Inc. core business. cannabis products. in connection with a $29.3 • Advising the lead agent in • Advised a pharmaceutical million reverse take-over connection with the private research company in transaction financing. placement of US$500 million connection with a major • OrganiGram Holdings Inc. of convertible debentures by technology licensing deal for in connection with a $40.3 Harvest Health & Recreation, cannabinoid compounds. Inc. million bought deal short form • Advising on a variety of prospectus financing. • Advising the lead subscriber intellectual property matters, • PharmaCielo Ltd. in its in connection with the private including patents, trademarks, $60 million brokered private placement of convertible licensing, outsourcing and placement of subscription debentures by Auxly Cannabis strategic alliances. receipts and IPO. Group Inc., totaling $135 million. • Advising on trademark • Body and Mind Inc. in applications, and lead trade connection with its reverse • Advising the lead agent in mark oppositions for clients takeover and listing. connection with the private servicing the cannabis industry. placement of $75 million of • Saber Capital Corp. in convertible debentures by connection with a short form Zenabis Global Inc. offering document, a $21.6 Regulatory million brokered and non- • Advising an investor in brokered offering and a $2 connection with the $20 million • Regulatory, labelling, million short form offering. non-brokered private placement e-commerce, privacy, advertising by Isodiol International Inc. and distribution matters. • Saber Capital Corp. in connection with a qualifying • Cannabis Act (Canada) licensing transaction and concurrent Intellectual Property process. $21.6 million financing with • Employment and labour Emblem Corp. • Canna Delivery Systems Inc., matters, including employee • Sante Veritas Therapeutics a wholly owned subsidiary of drug testing, and designing Inc. in connection with a non- Lifestyle Delivery Systems customized employment brokered private placement of Inc., in connection with agreements and workplace shares totaling $6.6 million. licensing proprietary technology. policies in compliance with applicable laws. • THC Meds Inc. and THC • Aurora Cannabis Inc. in its Medical Systems Ltd. in a $7 million acquisition of an reverse takeover of Thelon exclusive license for Canadian Capital Ltd. pre-roll technology from CannaRoyalty Corp. • The Green Organic Dutchman Holdings Ltd. • Advising a leading Canadian in its $132 million IPO. licensed producer in connection • The Green Organic with the enforcement of Dutchman Holdings Ltd. in trademark rights. connection with a $76 million bought deal offering.

Cannabis Practice Group 7 Firm Profile McMillan is a business law firm serving public, private and not-for-profit clients across key industries in Canada, the United States and internationally. With recognized expertise and acknowledged leadership in major business sectors, we provide solutions-oriented legal advice through our offices in Vancouver, Calgary, Toronto, Ottawa, Montréal and Hong Kong. Our firm values – respect, teamwork, commitment, client service and professional excellence – are at the heart of McMillan’s commitment to serve our clients, our local communities and the legal profession.

Contacts Desmond M. Balakrishnan Partner and Co-Chair, Cannabis Practice Group Vancouver +1 (604) 691 7462 [email protected]

James Munro Partner and Co-Chair, Cannabis Practice Group Vancouver +1 (604) 691 7491 [email protected]

McMillan LLP l Vancouver l Calgary l Toronto l Ottawa l Montréal l Hong Kong l mcmillan.ca

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