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Printmgr File TABLE OF CONTENTS 1. DEFINED TERMS 1 9. DIVIDENDS AND DIVIDEND POLICY 23 2. CURRENCY 1 A. Dividend Policy 23 3. FORWARD LOOKING STATEMENTS 1 B. Dividends Declared to Shareholders 24 4. EFFECTIVE DATE OF INFORMATION 3 10. DESCRIPTION OF CAPITAL STRUCTURE 24 5. CORPORATE STRUCTURE 3 A. Common Shares 24 A. Name, Address and Incorporation 3 B. Preferred Shares 24 B. Intercorporate Relationships 3 C. Other Provisions Affecting the 6. GENERAL DEVELOPMENT OF THE Rights of Shareholders 25 BUSINESS 4 D. Material Debt 25 A. Recent Developments 4 Convertible Debentures 25 B. Three Year History 5 Credit Facility 26 2018 5 11. MARKET FOR SECURITIES 27 2017 7 A. Trading Price and Volume 27 2016 8 Common Shares 27 7. DESCRIPTION OF THE BUSINESS 8 Convertible Debentures 28 A. General 8 B. Prior Sales 28 B. Liquor Retail 8 12. ESCROWED SECURITIES AND SECURITIES The Alcoholic Beverage Market 9 SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER 29 Our Brands 10 13. DIRECTORS AND EXECUTIVE OFFICERS 29 Location 10 A. Names, Occupation and Security Product Selection 10 Holding 29 Knowledgeable Sales Staff 10 Directors 29 Strategic Markets 10 Executive Officers 32 Store Design and Format 10 Common Share Ownership 33 Economies of Scale 10 B. Cease Trade Orders, Bankruptcies, Industry Conditions 11 Penalties or Sanctions 33 Competition in Liquor Market 11 C. Conflicts of Interest 34 C. Cannabis Retail 11 14. LEGAL PROCEEDINGS AND REGULATORY ACTIONS 34 The Retail Cannabis Market 11 15. INTERESTS OF MANAGEMENT AND 11 Our Brand OTHERS IN MATERIAL TRANSACTIONS 34 12 Location 16. TRANSFER AGENT AND REGISTRAR 35 12 Retail Cannabis Business 17. MATERIAL CONTRACTS 35 12 Competition in The Cannabis Market 18. INTERESTS OF EXPERTS 35 13 D. Store Leases 19. AUDIT COMMITTEE 36 E. Maintenance and Capital Audit Committee Charter 36 Expenditures 13 Composition of the Audit Committee 36 F. Management Information Systems 13 Relevant Education and Experience 36 G. Seasonality 14 Pre-approval Policies and 14 H. Employees Procedures 37 14 I. Dependence on Foreign Operations External Auditor Service Fees 37 14 J. Liquor Industry Regulation Reliance on Exemptions 37 19 K. Cannabis Industry Regulation Audit Committee Oversight 37 23 8. RISK FACTORS 20. ADDITIONAL INFORMATION 37 SCHEDULE A A-1 SCHEDULE B B-1 1. DEFINED TERMS Please refer to the “Glossary of Terms” in Schedule “A” attached hereto for a list of defined terms used in this Annual Information Form. 2. CURRENCY All dollar amounts in this Annual Information Form are in Canadian dollars unless otherwise stated. On March 13, 2019, the Bank of Canada daily exchange rate for one ($1.00) United States dollar was $1.3326 Canadian dollars. 3. FORWARD LOOKING STATEMENTS This Annual Information Form contains forward-looking statements or information (collectively “forward- looking statements”) within the meaning of the “safe harbour” provisions of applicable securities legislation. All statements and information other than statements of historical fact contained in this Annual Information Form are forward-looking statements. In particular, this Annual Information Form contains forward-looking statements regarding, without limitation: • the Company’s liquor and cannabis strategies and business transformation strategy; • government regulation of liquor and cannabis; • the impact of the legalization of recreational cannabis in Canada; • the Company’s expectations regarding legislation, regulations and licensing relating to the sale of cannabis products for recreational use; • the Company’s applications for recreational cannabis retail licenses in the Province of Alberta, and potentially elsewhere in Canada, the number of retail cannabis stores we expect to open in those jurisdictions and the products we plan to sell; • the establishment of a recreational cannabis market in Canada in general and the establishment of Alcanna’s recreational cannabis business; • the establishment of the Company’s discount liquor strategy; • the Company’s plans to renovate existing liquor retail stores; and • the Company’s financial position and future prospects. Prospective investors can identify many of these statements by looking for words such as “believes”, “may”, “expects”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “continues” or similar words and the negative thereof. Forward-looking statements reflect the Company’s current plans, intentions and expectations, and are based on Management’s perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. The Company’s plans, intentions and expectations are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. There is no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur. Forward- looking statements are subject to risks, uncertainties and assumptions, including, but not limited to, those discussed elsewhere in this Annual Information Form and in the Company’s MD&A, pages 52 to 53, incorporated by reference in this Annual Information Form. Although Management believes that the plans, intentions and expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct and such forward-looking statements included in this Annual Information Form should not be unduly relied upon. Some of the factors that could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include, but are not limited to: • risks relating to federal, provincial and municipal government liquor and cannabis regulation and changes thereto; • competition; 2018 ANNUAL INFORMATION FORM 1 FORWARD LOOKING STATEMENTS • the state of the economy, including general economic conditions in Canada (including the Province of Alberta, the Province of British Columbia and the State of Alaska); • restrictions on potential growth (including the Province of British Columbia’s moratorium on granting new liquor licenses, the Province of Alberta’s moratorium on granting new recreational cannabis retail licenses and the regulatory restrictions in the Province of Ontario on granting recreational cannabis retail licenses to “affiliated” applicants); • the unpredictability and volatility of Common Share and Convertible Debenture prices; • the payment of interest on the Convertible Debentures representing a substantial amount of the Company’s operating cash flow; • dilution and future sales of Common Shares or securities convertible into Common Shares; • the availability of sufficient financial resources to fund the Company’s capital expenditures and strategies; • changes in commodity tax rates and government mark-ups or other taxes that impact the price of alcoholic beverages and cannabis; • risks relating to the Ace Acquisition and the Alliance; • risks relating to future acquisitions and dispositions; • risks relating to the development of new liquor stores; • risks related to the Company’s discount liquor strategy; • risks related to the general performance of the liquor industry; • risks relating to the development of recreational cannabis stores, the further conversion of existing stores and branding of recreational cannabis stores; • risks relating to the Company’s newly established Nova Cannabis brand; • the ability of Management to execute the Company’s business transformation, liquor and cannabis strategies; • the Company’s ability to significantly grow recreational cannabis retail store locations; • the effect of government regulation and changes related to the restrictions or moratoriums on the sale, production and distribution of recreational cannabis; • Alcanna’s ability to locate and secure acceptable store sites and to adapt to changing market conditions; • poor weather conditions and/or seasonal variations; • dependence on key personnel; • labour costs, shortages of labour and labour relations, including Alcanna’s ability to hire and retain staff at current wage levels and the risk of possible future unionization; • supply of cannabis; • limited operating history of the recreational cannabis business in Canada; • supply interruption or delays; • dependence on suppliers and wholesalers; • reliance on information and control systems; • risk of infringement of intellectual property rights; • income tax changes; • leverage and restrictive covenants in the Credit Agreement, the Debenture Indenture and any agreements relating to the future indebtedness of Alcanna; • credit risks arising from operations; and • the potential lack of an active trading market for the Common Shares and the Convertible Debentures. These factors should not be construed as exhaustive. The information contained in this Annual Information Form, and as disclosed in other filings made by the Company with Canadian securities regulatory authorities and available on SEDAR at www.sedar.com, identifies additional factors that could affect Alcanna’s business, financial condition, liquidity or results of operations. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this Annual Information Form are made as of the date of this Annual Information Form and Alcanna assumes no obligation to update or revise them to reflect
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