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SCYTHIAN BIOSCIENCES CORP. CSE FORM 2A LISTING STATEMENT August 13, 2018

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SCYTHIAN BIOSCIENCES CORP. CSE FORM 2A LISTING STATEMENT August 13, 2018 SCYTHIAN BIOSCIENCES CORP. CSE FORM 2A LISTING STATEMENT August 13, 2018 Scythian Biosciences Corp. (the "Issuer") is an international cannabis company with a focus on the world's leading markets outside of Canada. It seeks out strategic investments and regional partnerships in the cultivation and distribution of cannabis products across Europe, the United States, South America and the Caribbean where such activities are legally permitted. In addition to seeking out cannabis investments and opportunities, Scythian is researching and developing medical cannabis drug therapies. The first research project underway is the development of a proprietary marijuana-based combination drug therapy for the treatment of concussions and traumatic brain injury in conjunction with the University of Miami, Miller School of Medicine in Miami, Florida (the "University"). See "Narrative Description of the Business". In the United States, there is a conflict between state and federal law related to marijuana with certain U.S. states permitting its use and sale within a regulatory framework notwithstanding that the cultivation, possession and distribution of marijuana is illegal under U.S. federal law. See "Regulatory Developments in the United States". In light of the political and regulatory uncertainty surrounding the treatment of marijuana activities in the U.S., the Canadian Securities Administrators published Staff Notice 51-352 – Issuers with U.S. Marijuana-Related Activities (the "Staff Notice"), as amended, setting out the Canadian Securities Administrators disclosure expectations for issuers with direct, indirect or ancillary involvement in the U.S. marijuana industry ("U.S Marijuana-Related Activities"). The Issuer currently conducts U.S. Marijuana-Related Activities through its contractual arrangement with the University whereby the University possesses marijuana to conduct medical marijuana research on behalf of the Issuer in the United States pursuant to a U.S. federal license issued by the U.S. federal Drug Enforcement Agency. If the Issuer completes its acquisition of CannCure (as described further in this Listing Statement), then the Issuer will become involved in additional U.S. Marijuana-Related Activities comprised of the cultivation and proposed distribution of medical marijuana in the State of Florida. Such activities will be in compliance with applicable Florida state laws but illegal under 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 federal laws 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 also a risk that U.S. federal authorities may enforce current federal law. If the U.S. 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, it could potentially result in a material adverse effect on the Issuer, including its reputation and ability to conduct business, the listing of its securities on various stock exchanges, the market potential of its developmental drug therapy, or the market price of its publicly traded shares. The Issuer expects to have robust access to both public and private capital in Canada in order to support its continuing operations. In 2017, the privately-held predecessor entity that effected a reverse takeover of the Issuer raised an aggregate of $16,250,946 by way of two private placements. On February 13, 2018, the Issuer completed a public offering of units on a "bought deal" basis for aggregate gross proceeds of $14,376,740 (the "Prospectus Offering") and a concurrent "bought deal", brokered private placement of units to Aphria Inc. for additional gross proceeds of $14,376,740. In addition, there are also a number of Canadian credit unions and at least one major Canadian bank that provide, and continue to provide, debt facilities for companies with marijuana-related activities. The Issuer will seek the discharge and cancellation of an undertaking it provided to the Ontario Securities Commission dated February 6, 2018 whereby the Issuer agreed to limit its investments to entities that are not engaged in any U.S. Marijuana-Related Activities until such time as the Canadian Securities Administrators communicate a position regarding issuers with U.S. marijuana-related activities. TABLE OF CONTENTS Page 1. GLOSSARY OF TERMS .................................................................................... 1 2. CORPORATE STRUCTURE ............................................................................. 5 3. GENERAL DEVELOPMENT OF THE BUSINESS ............................................. 6 4. NARRATIVE DESCRIPTION OF THE BUSINESS ...........................................23 5. SELECTED CONSOLIDATED FINANCIAL INFORMATION .............................40 6. MANAGEMENT'S DISCUSSION AND ANALYSIS............................................41 7. MARKET FOR SECURITIES ............................................................................41 8. CONSOLIDATED CAPITALIZATION ................................................................41 9. OPTIONS TO PURCHASE SECURITIES .........................................................42 10. DESCRIPTION OF THE SECURITIES .............................................................44 11. ESCROWED SECURITIES ..............................................................................48 12. PRINCIPAL SHAREHOLDERS .........................................................................49 13. DIRECTORS AND OFFICERS .........................................................................49 14. CAPITALIZATION .............................................................................................55 15. EXECUTIVE COMPENSATION ........................................................................58 16. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ..................58 17. RISK FACTORS ...............................................................................................59 18. PROMOTERS ...................................................................................................72 19. LEGAL PROCEEDINGS ...................................................................................74 20. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ..............................................................................................74 21. AUDITORS, TRANSFER AGENTS AND REGISTRARS ..................................74 22. MATERIAL CONTRACTS .................................................................................75 23. INTEREST OF EXPERTS .................................................................................76 -i- TABLE OF CONTENTS (continued) Page 24. OTHER MATERIAL FACTS ..............................................................................76 25. FINANCIAL STATEMENTS ..............................................................................76 APPENDIX A ANNUAL MD&A OF THE ISSUER FOR THE FINANCIAL YEARS ENDED MARCH 31, 2018, 2017 AND 2016 ................................................................. A-1 APPENDIX B STATEMENT OF EXECUTIVE COMPENSATION IN FORM 51-102F6V – VENTURE ISSUERS ...................................................................................... B-1 APPENDIX C AUDITED ANNUAL CONSOLIDATED FINANCIAL STATEMENTS OF THE ISSUER INCLUDING THE AUDITOR'S REPORT FOR THE FINANCIAL YEARS ENDED MARCH 31, 2018, 2017 AND 2016 ................... C-1 APPENDIX D AUDITED ANNUAL FINANCIAL STATEMENTS OF THE ISSUER INCLUDING THE AUDITOR'S REPORT FOR THE FINANCIAL YEARS ENDED DECEMBER 31, 2016 AND DECEMBER 31, 2015 ........................... D-1 -ii- NOTES TO READER On April 12, 2018, Scythian completed a forward stock split of its issued and outstanding common shares on a four (4) for one (1) basis. Except where otherwise noted, information relating to the securities of the Issuer in this Listing Statement have been presented on a post-stock split basis. Subject to the approval of shareholders, Scythian will be changing its name to "SOL Global Investments Corp." 1. GLOSSARY OF TERMS The following is a glossary of certain terms used in this Listing Statement. Words below importing the singular, where the context requires, include the plural and vice versa, and words importing any gender include all genders. All dollar amounts herein are in Canadian dollars, unless otherwise stated. "2016 Share Consolidation" means the consolidation of the Common Shares on a 10:1 basis effected on December 5, 2016. "3 Boys Farms" means 3 Boys Farms, LLC. "ABP" means ABP S.A. "Act" means Securities Act (Ontario). "Aphria" means Aphria Inc. (TSX: APH). "Aphria Sale Transaction" has the meaning set out in "Narrative Description of the Business – General – Proposed Acquisition and Sale of South American and Caribbean Assets to Aphria – Aphria Sale Transaction". "BCBCA" means the Business Corporations Act (British Columbia), as amended from time to time. "Board" or "Board of Directors" means the board of directors of Scythian. "BrazilCo" means Brazil Investments Inc. "CannCure" means CannCure Investments Inc. "CannCure Acquisition" has the meaning set out in "Narrative Description of the Business
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