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Cse Listing Statement - Form 2A

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Cse Listing Statement - Form 2A CSE LISTING STATEMENT - FORM 2A IN CONNECTION WITH THE LISTING OF FIELD TRIP HEALTH LTD. October 1, 2020 NOTICE TO READER Psilocybin is currently a Schedule III drug under the Controlled Drugs and Substances Act (Canada) and it is a criminal offence to possess substances under the Controlled Drugs and Substances Act (Canada) without a prescription. Health Canada has not approved psilocybin as a drug for any indication. Field Trip Health Ltd. does not deal with psychedelic substances except within laboratory and clinical trial settings conducted within approved regulatory frameworks in order to identify and develop treatments for medical conditions and does not have any direct or indirect involvement with illegal selling, production or distribution of any substances in jurisdictions in which it operates. While Field Trip Health Ltd. believes psychedelic substances can be used to treat certain medical conditions, it does not advocate for the legalization of psychedelics substances for recreational use. TABLE OF CONTENTS 1. ABOUT THIS LISTING STATEMENT .............................................................................................................. 6 2. CORPORATE STRUCTURE .............................................................................................................................. 8 3. GENERAL DEVELOPMENT OF THE BUSINESS ......................................................................................... 11 4. NARRATIVE DESCRIPTION OF THE BUSINESS ........................................................................................ 16 5. SELECTED CONSOLIDATED FINANCIAL INFORMATION ..................................................................... 29 6. MANAGEMENT’S DISCUSSION AND ANALYSIS ..................................................................................... 31 7. MARKET FOR SECURITIES ........................................................................................................................... 32 8. CONSOLIDATED CAPITALIZATION ............................................................................................................ 32 9. OPTIONS TO PURCHASE SECURITIES ........................................................................................................ 32 10. DESCRIPTION OF THE SECURITIES ............................................................................................................ 33 11. ESCROWED SECURITIES ............................................................................................................................... 35 12. PRINCIPAL SHAREHOLDERS ....................................................................................................................... 36 13. DIRECTORS AND OFFICERS ......................................................................................................................... 37 14. CAPITALIZATION ........................................................................................................................................... 47 15. EXECUTIVE COMPENSATION ...................................................................................................................... 49 16. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ............................................................. 50 17. RISK FACTORS ................................................................................................................................................ 50 18. PROMOTERS .................................................................................................................................................... 63 19. LEGAL PROCEEDINGS ................................................................................................................................... 64 20. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS .................................. 64 21. AUDITORS, TRANSFER AGENTS AND REGISTRARS .............................................................................. 64 22. MATERIAL CONTRACTS ............................................................................................................................... 64 23. INTEREST OF EXPERTS ................................................................................................................................. 65 24. OTHER MATERIAL FACTS ............................................................................................................................ 65 25. FINANCIAL STATEMENTS ............................................................................................................................ 65 SCHEDULE “A” FINANCIAL STATEMENTS OF NEWTON SCHEDULE “B” FINANCIAL STATEMENTS OF FIELD TRIP SCHEDULE “C” CONSOLIDATED PROFORMA OF THE ISSUER SCHEDULE “D” MD&A OF NEWTON SCHEDULE “E” MD&A OF FIELD TRIP GLOSSARY OF TERMS The following is a glossary of certain general terms used in this Listing Statement, including in the summary hereof. Terms and abbreviations used in the financial statements appended to this Listing Statement are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated. “ABCA” means the Business Corporations Act (Alberta), as from time to time amended or re-enacted, and includes any regulations made pursuant thereto. “Agency Agreement” has the meaning set out in Section 3.1 – General Development of the Business – Three-Year History of Field Trip and its Subsidiaries “Agents” has the meaning set out in Section 3.1 – General Development of the Business – Three-Year History of Field Trip and its Subsidiaries. “Agents’ Commission” has the meaning set out in Section 3.1 – General Development of the Business – Three-Year History of Field Trip and its Subsidiaries. “Agents’ Shares” has the meaning set out in Section 3.1 – General Development of the Business – Three-Year History of Field Trip and its Subsidiaries. “Agents’ Warrants” has the meaning set out in Section 3.1 – General Development of the Business – Three-Year History of Field Trip and its Subsidiaries. “Amalgamation” means the amalgamation of Field Trip and Subco pursuant to Section 181 of the CBCA. “Amalgamation Agreement” means the amalgamation agreement dated August 21, 2020 between Newton, Field Trip and Subco. “Associate” has the meaning set out in Section 1(1) of the Securities Act (Ontario), RSO 1990, c. S.5. “Board” means the board of directors of Newton prior to the Transaction and the board of directors of the Issuer following the Transaction. “CA Medical Board” has the meaning set out in Section 4.1.1 Principal Products and Services - Psychedelic Therapy Market. “California Clinic” has the meaning set out in Section 3.1 – General Development of the Business – Three-Year History of Field Trip and its Subsidiaries. “CBCA” means the Canada Business Corporations Act, as from time to time amended or re-enacted, and includes any regulations made pursuant thereto. “CDSA” means the Controlled Drugs and Substances Act, as from time to time amended or re-enacted, and includes any regulations made pursuant thereto. “cGMP” has the meaning set out in Section 17.1 Risk Factors – Risk Factors Related to Issuer – Risks Related to the Issuer's Business and Operations – Reliance on Third-Parties – Drug Development. “Chicago Clinic” has the meaning set out in Section 3.1 – General Development of the Business – Three-Year History of Field Trip and its Subsidiaries. “CIM” has the meaning set out in Section 13.8 – Conflicts of Interest. “CIPO” means Canadian Intellectual Property Office. - 2 - “Clinics” means collectively, the Toronto Clinic, the New York Clinic, the Chicago Clinic, and the California Clinic and, as the context requires, any other clinics of the Issuer established in the future. “CMO” has the meaning set out in Section 17.1 Risk Factors – Risk Factors Related to Issuer – Risks Related to the Issuer's Business and Operations – Reliance on Third-Parties – Drug Development. “Consolidation” means the consolidation of the Newton Common Shares that was completed on October 1, 2020, pursuant to which eight pre-Consolidation Newton Common Shares were issued for each post-Consolidation Newton Common Share. “Continuance” has the meaning set out in Section 2.2 – Jurisdiction of Incorporation – Issuer. “CPSO” has the meaning set out in Section 17 – Risk Factors – Risk Factors Related to Issuer – Risks Related to the Issuer's Business and Operations – Ketamine as a Pharmaceutical. “CSE” means the Canadian Securities Exchange. “EPO” means the European Patent Office. “Escrow Agreement” has the meaning set out in under Section 11 – Escrowed Securities. "Escrowed Securities" has the meaning set out in under Section 11 – Escrowed Securities. “FDA” has the meaning set out in Section 4.1 – Narrative Description of the Business. “Field Trip” means Field Trip Psychedelics Inc., prior to giving effect to the Transaction, a company existing under the CBCA via articles of incorporation dated April 2, 2019 as amended on October 10, 2019, January 17, 2020 and January 28, 2020, and, where applicable, each subsidiary thereof. “Field Trip Class B Shares” means Class B shares in the capital of Field Trip. “Field Trip Class C Shares” means Class C shares in the capital of Field Trip. “Field Trip Common Shares” means Class A shares in the capital of Field Trip. “Field Trip Options” means the issued and outstanding options of Field Trip exercisable for Field Trip Common Shares. “Field Trip USA” means Field Trip Health USA Inc., a company existing under the
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