RAMM PHARMA CORP. FORM 2A LISTING STATEMENT in connection with the listing of Ramm Pharma Corp., the entity formed upon the reverse take-over of MTC Growth Fund-I Inc. by Medic Plast SA and Yurelan SA, and the acquisition of Ramm Pharma Holdings Corp.

Dated as at October 28, 2019

Neither the Canadian Securities Exchange nor any securities regulatory authority has in any way passed upon the merits of the Reverse Takeover Transaction described in this Listing Statement. CAUTIONARY STATEMENTS This Listing Statement and the documents incorporated by reference herein contain or may contain certain statements or disclosures concerning Medic Plast, Yurelan, MTC, Ramm, and the Issuer (each as hereinafter defined) that constitute forward-looking information under applicable securities laws. All statements and disclosures, other than those of historical fact, about possible events, conditions, results of operations, activities, events, outcomes, results or developments based on assumptions about future economic conditions and courses of action that the Issuer anticipates or expects may, or will, occur in the future (in whole or in part) should be considered forward-looking information. In some cases, forward-looking information can be identified by terms such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. In particular, this Listing Statement, and the documents incorporated by reference, contain or may contain forward-looking information pertaining to the following:

 the business strategy of the Issuer;

 the available funds of the Issuer and the anticipated use of such funds;

 the risk of a lack of availability of financing opportunities, legal and regulatory risks inherent in the cannabis industry, risks associated with economic conditions, dependence on management and currency risks;

 the perceived benefits of the Business Combination (as hereinafter defined) which are based upon the financial and operating attributes of Medic Plast and Yurelan as at the date hereof;

 the Issuer’s strategy to develop new products and to enhance the capabilities of existing products;

 the Issuer’s plans to expand its production and customer base;

 the Issuer’s plans to register, market, sell and distribute its products;

 the Issuer’s plans in respect of strategic partnerships for research and development; and

 the Issuer’s plans to retain and recruit personnel.

Medic Plast, Yurelan and the Issuer rely on certain key expectations and assumptions in making the forecasts, projections, predictions or estimations set out in the forward-looking information. These factors and assumptions are based on information available at the time that the forward- looking information is provided. These include, but are not limited to, expectations and assumptions concerning:

 prevailing commodity prices and exchange rates;

 the availability of capital to fund planned expenditures;

 prevailing regulatory, tax and environmental laws and regulations;

 the ability to secure necessary personnel, equipment and services; and - 3 -

 the receipt of required approvals in respect of the Business Combination, including without limitation, the approval of the CSE (as hereinafter defined).

Undue reliance should not be placed on forward-looking information because a number of risks and factors may cause actual results to differ materially from those set out in such forward- looking information. These include:

 volatility in market prices for cannabis and cannabis derived products;

 risks and liabilities inherent in cannabis operations;

 the ability to comply with applicable governmental regulations and standards;

 competition for, among other things, customers and market share, capital, acquisitions of lands and greenhouses and skilled personnel;

 operational risks in Uruguay related to social, political, economic, legal and fiscal instability as well as environmental changes;

 incorrect assessments of the value of acquisitions and development programs;

 technical and processing problems;

 energy prices and supply;

 supply of cannabis seeds;

 risks inherent in rural real estate;

 actions by governmental authorities, including increases in taxes;

 the availability of capital on acceptable terms;

 fluctuations in foreign exchange, currency or interest rates and stock market volatility;

 inflation in Uruguay;

 operations in Spanish;

 enforcement of judgements;

 failure to realize the anticipated benefits of acquisitions;

 the yield from agricultural operations producing the Issuer’s products;

 the ability to obtain patent protection and protect the Issuer’s intellectual property rights and not infringe on the intellectual property rights of others;

 stock market volatility;

 potential labour unrest; and

 the other factors specifically identified as risk factors in this Listing Statement and the documents incorporated by reference herein. - 4 -

Readers are cautioned that the foregoing list of factors should not be construed as exhaustive.

Unless otherwise indicated, information contained in this Listing Statement concerning the Issuer’s industry and the markets in which the Issuer operates, including the Issuer’s general expectations and market position, market opportunities and market share, is based on information from independent industry organizations, other third-party sources (including industry publications, surveys and forecasts) and management studies and estimates. Unless otherwise indicated, the Issuer’s estimates are derived from publicly available information released by independent industry analysts and third-party sources as well as data from the Issuer’s internal research, and include assumptions made by the Issuer which it believes to be reasonable based on its knowledge of its industry and markets. The Issuer’s internal research and assumptions have not been verified by any independent source, and the Issuer has not independently verified any third-party information. While the Issuer believes the market position, market opportunity and market share information included in this Listing Statement is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of the Issuer’s future performance and the future performance of the industry and markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Forward- Looking Statements” and “Risk Factors”. The forward-looking statements included in this Listing Statement expressly qualified by this cautionary statement and are made as of the date of this Listing Statement. The Issuer undertakes no obligation to publicly update or revise any forward-looking statements, except as required by applicable securities laws. CURRENCY INFORMATION Unless otherwise indicated, all references to “$” or “C$” in this Listing Statement refer to Canadian dollars and all references to “US$” in this Listing Statement refer to United States dollars. - 1 -

TABLE OF CONTENTS 1. GLOSSARY OF TERMS ...... 1 2. CORPORATE STRUCTURE ...... 6 3. GENERAL DEVELOPMENT OF THE BUSINESS ...... 6 4. NARRATIVE DESCRIPTION OF THE BUSINESS ...... 21 5. SELECTED CONSOLIDATED FINANCIAL INFORMATION ...... 55 6. MANAGEMENT’S DISCUSSION AND ANALYSIS ...... 56 7. MARKET FOR SECURITIES ...... 57 8. CONSOLIDATED CAPITALIZATION ...... 57 9. OPTIONS TO PURCHASE SECURITIES ...... 57 10. DESCRIPTION OF SECURITIES ...... 58 11. ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER ...... 59 12. PRINCIPAL SHAREHOLDERS ...... 59 13. DIRECTORS AND OFFICERS ...... 60 14. CAPITALIZATION...... 64 15. EXECUTIVE COMPENSATION ...... 64 16. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ...... 70 17. RISK FACTORS ...... 70 18. PROMOTERS ...... 90 19. LEGAL PROCEEDINGS ...... 90 20. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ...... 90 21. AUDITORS, TRANSFER AGENT AND REGISTRAR ...... 90 22. MATERIAL CONTRACTS ...... 91 23. INTEREST OF EXPERTS ...... 91 24. OTHER MATERIAL FACTS ...... 91 25. FINANCIAL STATEMENTS AND MD&A ...... 91 CERTIFICATE ...... C-1 SCHEDULE A POST-CLOSING CAPITALIZATION OF THE ISSUER ...... A-2 SCHEDULE B FINANCIAL STATEMENTS OF MTC ...... B-5 SCHEDULE C FINANCIAL STATEMENTS OF MEDIC PLAST ...... C-6 SCHEDULE D FINANCIAL STATEMENTS OF YURELAN ...... D-7 SCHEDULE E FINANCIAL STATEMENTS OF RAMM ...... E-8 SCHEDULE F PRO FORMA FINANCIAL STATEMENT OF ISSUER ...... F-9 SCHEDULE G MANAGEMENT DISCUSSION AND ANALYSIS OF MTC ...... G-10 SCHEDULE H MANAGEMENT DISCUSSION AND ANALYSIS OF MEDIC PLAST ...... H-11 - 2 -

SCHEDULE I MANAGEMENT DISCUSSION AND ANALYSIS OF YURELAN ...... I-12 SCHEDULE J MANAGEMENT DISCUSSION AND ANALYSIS OF RAMM ...... J-13 - 1 -

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: “Amalgamation” means the amalgamation of Subco with Ramm under the provisions of section 178 of the OBCA, and on the terms and conditions of the Master Agreement; “Acquisition” means, collectively, the acquisition of all of the common shares of Medic Plast and Yurelan by MTC, on the terms and conditions of the Medic Plast SEA and the Yurelan SEA, respectively; “Business Combination” means the Reorganization, the Amalgamation and the Acquisition, and all ancillary matters to be completed in connection with therewith; “CBCA” means the Canada Business Corporations Act, as amended, including all regulations promulgated thereunder; “CBD” means cannabidoil, the principal non-psychoactive constituent of the cannabis plant; “CBN” means cannabinol; “Cannabis Law” means Uruguayan Law No. 19,172 passed on December 20, 2013, providing Uruguayan State control over and the capacity of regulating the activities of importing, exporting, planting, cultivation, harvesting, production, acquisition, storage, marketing and distribution of cannabis and its derivatives. “Certificate of Amalgamation” means the certificate of amalgamation for the Amalgamation issued by the Director pursuant to the OBCA; “Closing” means the completion of the Business Combination; “Closing Date” means the date of the Closing; “Convertible Debenture Offering” means the non-brokered private placement completed in two separate tranches on March 26 and March 28, 2019 consisting of the sale of secured convertible debentures of Ramm, that are convertible into an aggregate of 14,000,000 Issuer Shares on completion of the Business Combination; “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; “CSE” means the Canadian Securities Exchange; “Effective Date” means the effective date of the Amalgamation; “Effective Time” means 12:01 a.m. (Toronto time) on the Effective Date;

“Escrow Agent” means Marrelli Escrow Services Inc.; - 2 -

“Escrowed Funds” means the gross proceeds from the Subscription Receipt Financing delivered to and held in escrow by the Escrow Agent and invested in an interest-bearing account, short-term obligations of, or guaranteed by, the Government of Canada or any other investments that may be approved by Ramm and MTC, respectively; “Escrow Release Date” means the date that the Ramm Escrow Release Conditions and the MTC Escrow Release Conditions, collectively, have been satisfied; “Escrow Release Deadline” means September 30, 2019 (which may be extended to October 31, 2019); “hemp” means non-psychoactive cannabis from cannabis gender plants or parts containing less than 1% THC or seeds of hemp varieties which do not exceed 0.5% THC; “IFRS” means International Financial Reporting Standards; “IRCCA” means the Uruguayan Institute for the Regulation and Control of Cannabis; “Issuer” means Ramm Pharma Corp. (i.e. MTC and its subsidiaries following the Business Combination, on a consolidated basis), and, in the case of references to matters undertaken by a predecessor in interest to the Issuer or its subsidiaries, includes each such predecessor in interest, unless the context otherwise requires after giving effect to the Business Combination; “Issuer Board” means the board of directors of the Issuer following completion of the Business Combination; “Issuer Finder Warrants” means finder warrants of the Issuer, which are exercisable into Issuer Shares; “Issuer Option Plan” means the stock option plan of the Issuer to be effective on completion of the Business Combination; “Issuer Options” means the stock options of the Issuer to be issued pursuant to the Issuer Option Plan; “Issuer Securities” means, collectively, the Issuer Shares, Issuer Finder Warrants, and Issuer Options; “Issuer Shares” means the common shares in the capital of the Issuer as constituted following the Reorganization; “Licence” means the license granted by IIRCA to Medic Plast for the import, export, production and industrialization of psychoactive and non-psychoactive cannabis dated December 15, 2017, modified effective March 31, 2018, and renewed and modified effective December 5, 2018; “Listing Statement” means this Listing Statement of the Issuer including the Appendices hereto; “Master Agreement” means the master agreement between MTC, Ramm and Subco setting forth the terms and conditions pursuant to which Ramm and Subco will amalgamate, resulting in holders of securities of Ramm receiving securities of the Issuer on a 1 for 1 basis; - 3 -

“Medic Plast” means Medic Plast SA; “Medic Plast Financial Statements” means, collectively, the audited financial statements of Medic Plast for the fiscal year ended October 31, 2018 and 2017 and the interim financial statements of Medic Plast for the six-month period ended April 30, 2019, together with the related notes thereto; “Medic Plast SEA” means the share exchange agreement between MTC, Medic Plast, and the shareholders of Medic Plast dated September 11, 2019, regarding the Business Combination;

“Medic Plast Shares” means common shares in the capital of Medic Plast; “medicinal cannabis” means, with respect to the business of Medic Plast, the cannabinoids extracted for medicinal purposes to treat certain diseases or minimize specific symptoms and, for clarity, unless otherwise indicated, reference made to medicinal cannabis in this Listing Statement shall not be considered as referring to the business of cannabis for scientific research or medicinal use; “MTC” means MTC Growth Fund-I Inc.;

“MTC Circular” means the management information circular prepared in connection with the MTC Meeting; “MTC Escrow Agreement” means the escrow agreement entered into between MTC, the Escrow Agent, and holders of MTC Subscription Receipts in connection with the MTC Offering, as the same may be amended or modified from time to time;

“MTC Escrow Release Conditions” means the following, collectively: (a) the satisfaction or waiver of all conditions precedent to the completion of the Business Combination, including, without limitation, the conditional approval of the CSE for the listing of the Issuer Shares; (b) MTC having effected the Reorganization; and (c) MTC having delivered a direction to the Escrow Agent confirming that the conditions set forth above have been met or waived. “MTC Financial Statements” means, collectively, the audited financial statements of MTC for the years ended June 30, 2019 and 2018; “MTC Meeting” means the annual and special meeting of shareholders of MTC held on September 26, 2019 to approve, among other matters, the Reorganization, the Name Change, a new slate of five directors to replace the current directors of MTC, to be effective immediately following the completion of the Business Combination, and the Issuer Option Plan; “MTC Offering” means the non-brokered private placement by MTC completed on May 16, 22 and 23, 2019 consisting of the sale of an aggregate of 2,142,255 MTC Subscription Receipts at a price of $1.35 per MTC Subscription Receipt for aggregate gross proceeds of $2,892,044.25; - 4 -

“MTC Subscription Receipt Finder Warrants” means 128,535 finder warrants issued on closing of the MTC Offering, with each finder warrant exercisable for one (1) MTC Share, or following the completion of the Business Combination, one (1) Issuer Share, at a price of $1.35 per share for a period of 24 months from the completion of the Business Combination; “MTC Subscription Receipts” means the subscription receipts of MTC, each subscription receipt entitling the holder thereof to receive, upon the satisfaction or waiver of the MTC Escrow Release Conditions at or before the Escrow Release Deadline, without payment of any additional consideration or further action on the part of the holder, one Issuer Share, subject to adjustment, in accordance with the provisions of the certificates representing the MTC Subscription Receipts;

“MTC Shares” means common shares in the capital of MTC; “Name Change” means the change of name of MTC to “Ramm Pharma Corp” or such other similar name requested by Medic Plast and acceptable to regulatory authorities; “NI 52-110” means National Instrument 52-110 – Audit Committees; “OBCA” means the Business Corporations Act (Ontario) as amended, including all regulations promulgated thereunder; “Person” means an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative; “Personal Information” means any identifiable information about an individual; “Ramm” means Ramm Pharma Holdings Corp.; “Ramm Debenture Finder Warrants” means 840,000 finder warrants issued on closing of the Convertible Debenture Offering, with each finder warrant exercisable for one (1) Ramm Share, or following the completion of the Business Combination, one (1) Issuer Share, at a price of $0.50 per share for a period of 24 months from the completion of the Business Combination; “Ramm Escrow Agreement” means the escrow agreement entered into between Ramm, MTC, the Escrow Agent, and holders of Ramm Subscription Receipts in connection with the Ramm Offering, as the same may be amended or modified from time to time;

“Ramm Escrow Release Conditions” means the following, collectively: (a) the satisfaction or waiver of all conditions precedent to the completion of the Business Combination, including, without limitation, the conditional approval of the CSE for the listing of the Issuer Shares; (b) MTC having received requisite shareholder approval for the Reorganization; and (c) Ramm having delivered a direction to the Escrow Agent confirming that the conditions set forth above have been met or waived; “Ramm Financial Statements” means the audited financial statements of Ramm from the period of incorporation (March 1, 2019) to June 30, 2019, including the notes thereto; - 5 -

“Ramm Offering” means the non-brokered private placement completed on May 14 and 22, 2019 consisting of the sale of an aggregate of 24,020,854 Ramm Subscription Receipts at a price of $1.35 per Ramm Subscription Receipt for aggregate gross proceeds of $32,428,152.90;

“Ramm Shares” means common shares in the capital of Ramm; “Ramm Subscription Receipt Finder Warrants” means 1,441,251 finder warrants issued on closing of the Ramm Offering, with each finder warrant exercisable for one (1) Ramm Share, or following the completion of the Business Combination, one (1) Issuer Share, at a price of $1.35 per share for a period of 24 months from the completion of the Business Combination; “Ramm Subscription Receipts” means the subscription receipts of Ramm, each subscription receipt entitling the holder thereof to receive, upon the satisfaction or waiver of the Ramm Escrow Release Conditions at or before the Escrow Release Deadline, without payment of any additional consideration or further action on the part of the holder, one Issuer Share, subject to adjustment, in accordance with the provisions of the certificates representing the Ramm Subscription Receipts; “Reorganization” means the reorganization of MTC that will permit the Business Combination to occur which will include, without limitation: (i) the conversion of MTC from an investment fund issuer to a corporate issuer; and (ii) the filing of articles of amendment to: (i) change and reclassify all issued and outstanding redeemable shares of MTC into MTC Shares; (ii) change MTC’s authorized capital to an unlimited number of MTC Shares; (iii) subdivide the issued and outstanding MTC Shares on the basis of 4.76648 (new) Issuer Shares for each one (1) (old) MTC Share; (iv) effect the Name Change; and (v) allow directors to increase the board size of the Resulting by up to one- third between meetings of shareholders; “SEDAR” means the System for Electronic Document Analysis and Retrieval maintained by the Canadian Securities Administrators; “Subco” means 2706420 Ontario Inc., a wholly-owned subsidiary of MTC; “Subco Shares” means common shares in the capital of Subco; “Subscription Receipt Financing” means, collectively, the Ramm Offering and the MTC Offering; “Subscription Receipts” means, collectively, the Ramm Subscription Receipts and the MTC Subscription Receipts; “THC” means Tetrahydrocannabinol, the principal psychoactive constituent of the cannabis plant; “Transfer Agent” means Odyssey Trust Company, at Stock Exchange Tower, 350 - 300 5th Avenue SW, Calgary AB T2P 3C4; “Yurelan” means Yurelan SA; “Yurelan Financial Statements” means, collectively, the audited financial statements of Yurelan for the fiscal year ended April 30, 2019, together with the related notes thereto; - 6 -

“Yurelan SEA” means the share exchange agreement between MTC, Yurelan, and the shareholders of Yurelan dated September 11, 2019, regarding the Business Combination; and

“Yurelan Shares” means common shares in the capital of Yurelan. Words importing the singular number only include the plural and vice versa, and words importing any gender include all genders. 2. CORPORATE STRUCTURE Corporate Name and Head and Registered Office The full corporate name of the Issuer on completion of the Business Combination will be Ramm Pharma Corp. (formerly, MTC Growth Fund-I Inc.). The head and registered office of the Issuer will be located at 82 Richmond St. East, Suite 200 Toronto, ON M5C 1P1. Jurisdiction of Incorporation The Issuer is incorporated under the CBCA. Intercorporate Relationships The following diagram presents the organizational chart of the Issuer immediately following the completion of the Business Combination:

Ramm Pharma Corp. (Canada)

100% 100% 100%

Medic Plast SA Yurelan SA Ramm Pharma (Uruguay) (Uruguay) Holdings Corp. (Ontario)

Requalification following a Fundamental Change This section is not applicable to the Issuer. Non-Corporate Issuers or Issuers Incorporated Outside of Canada This section is not applicable to the Issuer. 3. GENERAL DEVELOPMENT OF THE BUSINESS General Development of the Business

Medic Plast and Yurelan

Medic Plast - 7 -

Founded in Montevideo, Uruguay and incorporated pursuant to Law 16.060 under the Business Companies Act (Uruguay) on October 26, 1988, Medic Plast is a well established pharmaceutical and medical product business and amongst the first and only companies in the world to have developed medically registered and approved plant derived cannabinoid pharmaceutical products. Medic Plast is a leader in the field of cannabinoid pharmacology and product formulation for cannabis-based pharmaceuticals and other cannabis-based products. Medic Plast currently has multiple approved and registered products that have been authorized for sale in several Latin American countries, as well as a robust pipeline of new products in various stages of approval and development. Since its inception, Medic Plast has steadily grown its operations, with a current team of more than 50 employees, securing sales and distribution channels across Uruguay and the region.

In addition to its industry leading activities in the cannabis sector, Medic Plast operates a successful pharmaceutical, cosmetic and nutraceutical product development and medical services business which has been servicing the local market for over 30 years.

Yurelan

Incorporated pursuant to Law 16.060 under the Business Companies Act (Uruguay) on May 3, 2018, Yurelan is a Uruguayan company established for the purpose of growing and cultivating hemp and cannabis for medicinal purposes at its proposed large-scale cultivation facility that, when combined with Medic Plast’s pharmaceutical operations, is expected to provide the Issuer with complete vertical integration.

In May 2019, Yurelan acquired one of the largest greenhouse facilities in Uruguay. The size of the facility is approximately 800,000 square feet (7.5 hectares), is completely fenced, and is strategically located in the north-west of the country, where natural conditions are optimal for growing operations. The facility’s close proximity to Lake Salto Grande, an artificial lake and hydro-electric dam built on the Uruguay River, results in the formation of a microclimate that regulates extreme temperatures, and provides a consistent source of electricity.

Presently, Yurelan’s facility has over 145,000 square feet dedicated to greenhouse space, with expansion capabilities of up to 325,000 square feet available on adjacent lands. The facility is fully equipped with requisite technology to control temperature, shade structures, an irrigation system, and borehole thermal energy storage systems, that is expected to result in the immediate production of plants for a year long cultivation cycle expected to commence in Q4 2019.

MTC MTC is an un-listed Canadian mutual fund corporation that was incorporated on July 21, 1987 pursuant to the CBCA. MTC filed Articles of Amendment on August 12, 1987 and operated as a mutual fund since, with its registered and head office in Toronto, Ontario. MTC and is a reporting issuer within the meaning of the Securities Act (Alberta), Securities Act (Ontario) and Securities Act (Quebec). Prior to the announcement of the Business Combination, MTC’s primary goal was to invest in equity assets. In general, MTC’s mandate was to invest in junior and emerging growth stocks in several areas, including resources, energy, metals and minerals, precious metals, industrials, consumer products, and technology securities. On September 26, 2019, the shareholders of MTC approved at the MTC Meeting, among other things, the Reorganization, the Name Change, a new slate of five directors to replace the - 8 - current directors of MTC to be effective immediately following the completion of the Business Combination, and the Issuer Option Plan. The MTC Circular is available under MTC’s issuer profile on SEDAR at www.sedar.com. In connection with the Business Combination, MTC has commenced a divestiture program to sell its existing investment portfolio assets. The proceeds from the sale of MTC’s existing assets will be invested in short term liquid funds. In the event that the sale of MTC’s existing assets is not completed prior to the Closing Date, the Issuer will continue the sale following the Closing.

Ramm Ramm was formed on March 1, 2019 pursuant to the OBCA for the sole purpose of entering into the Master Agreement, to complete the Convertible Debenture Offering and the Ramm Offering, and the Business Combination to form the Issuer and effect the listing of the Issuer Shares on the CSE. Since the date of its incorporation, Ramm’s business has been focused on the negotiation and entry into the Master Agreement, negotiations in respect of the reverse takeover of MTC by Medic Plast and Yurelan, completion of the Convertible Debenture Offering and the Ramm Offering, and all matters necessarily incidental thereto. Convertible Debenture Offering, Ramm Offering and MTC Offering Convertible Debenture Offering Ramm completed the Convertible Debenture Offering in two separate tranches on March 26 and March 28, 2019. On completion of the Business Combination, the Issuer Shares to be issued to former holders of convertible debentures of Ramm acquired pursuant to the Convertible Debenture Offering will be subject to a contractual hold period until the date that is 16 months from the date of listing of the Issuer Shares on the CSE (the “Listing”), with 25% of such Issuer Shares released on the date that is four (4) months from the date of Listing, and an additional 25% released every four (4) months thereafter. The net proceeds of the Convertible Debenture Offering were used to expand the business of the Issuer and for general corporate working purposes, including costs associated with the Business Combination. See “Narrative Description of the Business – General Business of the Issuer”. An aggregate cash fee of $420,000 was paid to certain eligible finders in consideration of services rendered in connection with the Convertible Debenture Offering. As additional consideration, eligible finders were granted an aggregate of 840,000 Ramm Debenture Finder Warrants on the closing date of the Convertible Debenture Offering. On completion of the Business Combination, Issuer Finder Warrants will be issued in replacement of the Ramm Debenture Finder Warrants on a one-for-one basis, respectively. Each Issuer Finder Warrant issued in replacement of the Ramm Debenture Finder Warrant will entitle the holder thereof to acquire one (1) Issuer Share at a price of $0.50 per Issuer Finder Warrant, for a period of 24 months following Closing. Ramm Offering and MTC Offering

In May, 2019, the Subscription Receipt Financing was completed to raise gross proceeds of approximately $35.3 million. On May 14 and 22, 2019, Ramm completed the Ramm Offering. Each Ramm Subscription Receipt entitles the holder thereof to receive, without payment of any additional consideration or further action, and subject to adjustment, one Ramm Share upon satisfaction or waiver of the Ramm Escrow Release Conditions, which will be exchanged for - 9 -

Issuer Shares in connection with the Business Combination. On the closing of the Ramm Offering, the gross proceeds from the sale of the Ramm Subscription Receipts were deposited into escrow with the Escrow Agent and invested in an interest-bearing account. If (i) the Ramm Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline, or (ii) prior to the Escrow Release Deadline, Ramm announces to the public that it does not intend to satisfy the Escrow Release Conditions, the Escrowed Funds along with any interest or income earned thereon shall be returned to the holders of the Ramm Subscription Receipts on a pro rata basis and the Ramm Subscription Receipts will be cancelled without any further action on the part of the holders thereof. To the extent that the Escrowed Funds are not sufficient to refund the aggregate offering price of the Ramm Subscription Receipts paid by the holders of the Ramm Subscription Receipts, Ramm will be liable to contribute such amounts as are necessary to satisfy any shortfall.

On May 16, 22 and 23, 2019, MTC completed the MTC Offering. Each MTC Subscription Receipt entitles the holder thereof to receive, without payment of any additional consideration or further action, and subject to adjustment, one MTC Share (which will become Issuer Shares on completion of the Business Combination) upon satisfaction or waiver of the Escrow Release Conditions. On the closing of the MTC Offering, the gross proceeds from the sale of the MTC Subscription Receipts were deposited into escrow with the Escrow Agent and invested in an interest-bearing account. If (i) the MTC Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline, or (ii) prior to the Escrow Release Deadline, MTC announces to the public that it does not intend to satisfy the MTC Escrow Release Conditions, the Escrowed Funds along with any interest or income earned thereon shall be returned to the holders of the MTC Subscription Receipts on a pro rata basis and the MTC Subscription Receipts will be cancelled without any further action on the part of the holders thereof. To the extent that the Escrowed Funds are not sufficient to refund the aggregate offering price of the MTC Subscription Receipts paid by the holders of the MTC Subscription Receipts, MTC will be liable to contribute such amounts as are necessary to satisfy any shortfall.

Assuming the Ramm Escrow Release Conditions and the MTC Escrow Release Conditions are each satisfied on or prior to the Escrow Release Deadline, the net proceeds from the Ramm Offering and MTC Offering will be used for general corporate working purposes, including costs associated with the Business Combination. See “Narrative Description of the Business – General Business of the Issuer”.

An aggregate cash fee of $1,945,689 payable to certain eligible finders in consideration of services rendered in connection with the Ramm Offering, and an aggregate cash fee of $173,523 payable to certain eligible finders in consideration of services rendered in connection with the MTC Offering, will be paid on the Escrow Release Date. As additional consideration, eligible finders were granted an aggregate of aggregate of 1,441,251 Ramm Subscription Receipt Finder Warrants on the closing date of the Ramm Offering and 128,535 MTC Subscription Receipt Finder Warrants on the closing date of the MTC Offering. On completion of the Business Combination, Issuer Finder Warrants will be issued in replacement of the Ramm Subscription Receipt Finder Warrants and the MTC Subscription Receipt Finder Warrants on a one-for-one basis, respectively. Each Issuer Finder Warrant issued in replacement of a Ramm Subscription Receipt Finder Warrant and a MTC Subscription Receipt Finder Warrant will entitle the holder thereof to acquire one (1) Issuer Share at a price of $1.35 per Issuer Finder Warrant, respectively, for a period of 24 months following Closing. - 10 -

The Share Exchange Agreements The Acquisition will be effected in accordance with the Medic Plast SEA and Yurelan SEA, respectively, the full texts of which may be viewed under MTC’s issuer profile on SEDAR at www.sedar.com. A summary of the material terms of the Medic Plast SEA and the Yurelan SEA are set out below in this Section under the heading “Share Exchange Agreements” in this Listing Statement and are each subject to, and qualified in its entirety by, the full texts of the Medic Plast SEA and Yurelan SEA. The Master Agreement The Amalgamation will be effected in accordance with the Master Agreement, the full text of which may be viewed under MTC’s issuer profile on SEDAR at www.sedar.com. A summary of the material terms of the Master Agreement is set out below in this Section under the heading “Master Agreement” in this Listing Statement and is subject to, and qualified in its entirety by, the full text of the Master Agreement. Details regarding the Business Combination including the background to, reasons for, details of, conditions to and effect of the Business Combination are set forth in this Listing Statement and the Appendices hereto. Readers are urged to carefully read the information in this Listing Statement and the Appendices hereto. Business Combination Upon the completion of the Business Combination in accordance with the terms of Share Exchange Agreements and the Master Agreement, the Issuer will carry on business as a medically registered and approved plant-derived cannabinoid pharmaceutical product producer, and producer and distributer of medical cannabis and cannabis-derived products in Uruguay and throughout Latin America. The following summary of the Share Exchange Agreements and the Master Agreement are qualified in its entirety by the full texts of the Share Exchange Agreements and the Master Agreement, respectively, copies of which have been filed by MTC with the Canadian securities regulatory authorities and are available on its issuer profile on SEDAR at www.sedar.com. Share Exchange Agreements The principal terms of the Medic Plast SEA and the Yurelan SEA are summarized as follows:

 the Reorganization will be completed;

 following the transfer of certain shares of Medic Plast pursuant to an internal reorganization, the Issuer shall acquire: (i) all of the Medic Plast Shares from the shareholders of Medic Plast in exchange for an aggregate of 50,000,000 Issuer Shares; and (ii) all of the Yurelan Shares from the shareholders of Yurelan in exchange for an aggregate of 7,820,000 Issuer Shares;

 the Issuer shall issue 2,000,000 Issuer Shares as a finder’s fee in connection with the completion the Acquisition;

 the Issuer Board shall be reconstituted to consist of five persons, being Jack Burnett, Daniel Augereau, Armando Blankleider, and two resident-Canadian directors; - 11 -

 the existing officers of MTC shall be replaced with new persons acceptable to the Issuer Board; and

 Jack Burnett will be appointed Chairman of the Issuer Board and Chief Executive Officer of the Issuer.

The Business Combination will become effective on the Closing Date, subject to the satisfaction of the applicable conditions. On completion of the Business Combination, former securityholders of Medic Plast will own approximately 56.3% of the equity of the Issuer, former securityholders of Yurelan will own approximately 8.5% of the equity of the Issuer, while former securityholders of MTC (excluding holders of MTC Subscription Receipts) will own approximately 0.8% of the equity of the Issuer.

Medic Plast SEA

Representations, Warranties and Covenants

The Medic Plast SEA contains certain customary representations and warranties of each of MTC and Medic Plast relating to, among other things, their respective organization, capitalization, qualification, operations, compliance with laws and regulations and other matters, including their authority to enter into the Medic Plast SEA and to consummate the Business Combination. Pursuant to the Medic Plast SEA, the parties have agreed to advise each other of material changes. Further, the parties have agreed to use their commercially reasonable efforts to obtain all regulatory and other consents, waivers and approvals required for the consummation of the Acquisition.

In addition, pursuant to the Medic Plast SEA, each of the parties has covenanted, among other things, until the completion of the Acquisition, to maintain their respective businesses and not take certain actions outside the ordinary course.

Conditions of the Transaction

The Medic Plast SEA contains a number of conditions precedent to the obligations of the parties thereunder. Unless all such conditions are satisfied or waived by the party or parties for whose benefit such conditions exist, to the extent they may be capable of waiver, the Business Combination will not proceed. There is no assurance that the conditions will be satisfied or waived on a timely basis, or at all. The conditions to the Acquisition becoming effective are set out in the Medic Plast SEA, and certain conditions are summarized below.

Conditions to Obligations of MTC

The obligations of MTC to complete the Acquisition are subject to the fulfillment of the following conditions at or prior to the Closing Date:

 the representations and warranties made by Medic Plast and shareholders of Medic Plast under the Medic Plast SEA shall be true in all material respects as of the Closing (any breach of a representation or warranty shall be determined without reference to any materiality qualifier with respect thereto) and Medic Plast shall deliver a certificate signed by a senior officer, dated the Closing Date in the form satisfactory to counsel to MTC confirming this and confirming that Medic Plast has not received notice of any inaccuracy in any of the representations and warranties of the shareholders of Medic - 12 -

Plast contained in the Medic Plast SEA, and confirming such other matters as may be reasonably requested by counsel to MTC;

 no material adverse change shall have occurred in the business, results of operations, assets, financial condition or affairs of Medic Plast, financial or otherwise, between May 3, 2019 and the completion of the Acquisition;

 each of the shareholders of Medic Plast and Medic Plast shall have complied with all covenants and agreements in the Medic Plast SEA agreed to be performed or caused to be performed by it;

 all conditions to the completion of the Amalgamation shall have been satisfied or waived such that the Amalgamation may be completed immediately following the closing of the Acquisition;

 all conditions to the completion of the acquisition of Yurelan by MTC pursuant to the Yurelan SEA shall have been satisfied or waived such that the acquisition of Yurelan by MTC may be completed concurrently with the closing of the acquisition of Medic Plast by MTC pursuant to the Medic Plast SEA;

 Medic Plast shall have obtained, as applicable, all required approvals for the Business Combination including, without limitation, regulatory approvals in Uruguay;

 MTC shall have received evidence in form satisfactory to MTC, acting reasonably, that all actions required to be taken by Medic Plast prior to Closing have been taken and all consents and approvals, including, but not limited to, any consent, approval or waiver required pursuant to the terms of any material contract to which Medic Plast is a party for the valid execution, delivery and performance of its obligations under the Medic Plast SEA or the completion of the Acquisition, orders and authorizations required to be obtained by Medic Plast for the Closing have been obtained;

 no action, suit or proceeding shall have been instituted and be continuing by any Person to restrain, modify or prevent the consummation of the Acquisition as contemplated by the Medic Plast SEA, or to seek damages against the shareholders of Medic Plast in connection with the Acquisition, or that has been or is reasonably likely to have a material adverse effect on the ability of any party to the Medic Plast SEA to fully consummate the Acquisition as contemplated by the Medic Plast SEA;

 no change, fact or circumstance shall have occurred in the affairs, operations, business or financial condition of Medic Plast that the directors of MTC determine, in their sole discretion, to have a material adverse effect on such party in proceeding with the Acquisition and except as is disclosed in the Medic Plast SEA; and

 the shareholders of Medic Plast shall have delivered to MTC all Medic Plast Shares free and clear of any encumbrances, in accordance with the provisions of Medic Plast SEA.

Conditions to Obligations of Medic Plast and the Shareholders of Medic Plast

The obligations of Medic Plast and the shareholders of Medic Plast to complete the Acquisition are subject to the fulfillment of the following conditions at or prior to the Effective Date: - 13 -

 the Reorganization shall have become effective;

 the shareholders of MTC shall have approved the Business Combination, if required by the CSE;

 the representations and warranties made by MTC under the Medic Plast SEA shall be true in all material respects as of the Closing (any breach of a representation or warranty shall be determined without reference to any materiality qualifier with respect thereto) and MTC shall deliver to Medic Plast a certificate signed by a senior officer, dated the Closing Date in the form satisfactory to counsel to Medic Plast confirming this and such other matters as may reasonably requested by counsel to Medic Plast;

 no material adverse change shall have occurred in the business, results of operations assets, liabilities, financial condition or affairs of MTC, financial or otherwise, between May 3, 2019 and the completion of the Acquisition;

 MTC shall have complied with all covenants and agreements in the Medic Plast SEA agreed to be performed or caused to be performed by it;

 MTC shall have obtained all required shareholder and regulatory approvals for the Business Combination and the approval of the CSE for the listing of the Issuer Shares;

 MTC shall have working capital in excess of $500,000;

 all conditions to the completion of the Amalgamation shall have been satisfied or waived such that the Amalgamation may be completed immediately following the closing of the Acquisition;

 all conditions to the completion of the acquisition of Yurelan by MTC pursuant to the Yurelan SEA shall have been satisfied or waived such that the acquisition of Yurelan by MTC pursuant to the Yurelan SEA may be completed concurrently with the closing of the acquisition of Medic Plast by MTC pursuant to the Medic Plast SEA;

 no change, fact or circumstance shall have occurred in the affairs, operations, business or financial condition of MTC that the directors of Medic Plast determine, in their sole discretion, to have a material adverse effect on such party in proceeding with the Business Combination and except as is disclosed in the Medic Plast SEA;

 receipt by Medic Plast of a written resignation from each of the officers and directors of MTC, such resignations to be effective at the Closing; and

 the CSE shall not have objected to the appointment of the nominees to the Issuer Board, or of the management nominees to serve as officers of the Issuer, each upon closing of the Business Combination.

Termination of the Medic Plast SEA

The Medic Plast SEA may be terminated at any time prior to the Effective Date by:

 mutual agreement of MTC and Medic Plast; - 14 -

 either MTC or Medic Plast upon notice to the other in the event that any condition set forth in the Medic Plast SEA for their benefit is not satisfied to the satisfaction of such party prior to the Closing Date or becomes incapable of being satisfied and such party does not waive such condition;

 either MTC or Medic Plast, if there shall be any applicable law that makes consummation of the Business Combination illegal or otherwise prohibited, any applicable regulatory authority having notified in writing either MTC or Medic Plast that it will not permit the Business Combination to proceed, or if any judgment, injunction, order or decree of a competent governmental entity enjoining MTC or Medic Plast from consummating the Business Combination shall be entered and such judgment, injunction, order or decree shall have become final and non-appealable;

 either MTC or Medic Plast upon notice to the other in the event that the Business Combination is not completed before October 31, 2019, or such other date as MTC or Medic Plast may agree in writing;

 Medic Plast if:

o MTC has breached any of its representations, warranties or covenants in the Medic Plast SEA in any material respect and such breach is not curable or if curable, is not cured within five business days after notice thereof has been received by the party alleged to be in breach; or

o there shall occur after the date of the Medic Plast SEA, any change, effect, event, circumstance or fact that constitutes a material adverse effect in respect of MTC; and

 MTC if:

o Medic Plast has breached any of its representations, warranties or covenants in the Medic Plast SEA in any material respect and such breach is not curable or if curable, is not cured within five business days after notice thereof has been received by Medic Plast; or

o there shall occur after the date hereof, any change, effect, event, circumstance or fact that constitutes a material adverse effect in respect of Medic Plast. - 15 -

Yurelan SEA

Representations, Warranties and Covenants

The Yurelan SEA contains certain customary representations and warranties of each of MTC and Yurelan relating to, among other things, their respective organization, capitalization, qualification, operations, compliance with laws and regulations and other matters, including their authority to enter into the Yurelan SEA and to consummate the Acquisition. Pursuant to the Yurelan SEA, the parties have agreed to advise each other of material changes. Further, the parties have agreed to use their commercially reasonable efforts to obtain all regulatory and other consents, waivers and approvals required for the consummation of the Acquisition.

In addition, pursuant to the Yurelan SEA, each of the parties has covenanted, among other things, until the completion of the Acquisition, to maintain their respective businesses and not take certain actions outside the ordinary course.

Conditions of the Transaction

The Yurelan SEA contains a number of conditions precedent to the obligations of the parties thereunder. Unless all such conditions are satisfied or waived by the party or parties for whose benefit such conditions exist, to the extent they may be capable of waiver, the Business Combination will not proceed. There is no assurance that the conditions will be satisfied or waived on a timely basis, or at all. The conditions to the Acquisition becoming effective are set out in the Yurelan SEA, and certain conditions are summarized below.

Conditions to Obligations of MTC

The obligations of MTC to complete the Business Combination are subject to the fulfillment of the following conditions at or prior to the Effective Date:

 the representations and warranties made by Yurelan and shareholders of Yurelan under the Yurelan SEA shall be true in all material respects as of the Closing (any breach of a representation or warranty shall be determined without reference to any materiality qualifier with respect thereto) and Yurelan shall deliver a certificate signed by a senior officer, dated the Closing Date in the form satisfactory to counsel to MTC confirming this and confirming that Yurelan has not received notice of any inaccuracy in any of the representations and warranties of the shareholders of Yurelan contained in the Yurelan SEA, and confirming such other matters as may be reasonably requested by counsel to MTC;

 no material adverse change shall have occurred in the business, results of operations, assets, financial condition or affairs of Yurelan, financial or otherwise, between May 3, 2019 and the completion of the Business Combination;

 each of the shareholders of Yurelan and Yurelan shall have complied with all covenants and agreements in the Yurelan SEA agreed to be performed or caused to be performed by it;

 all conditions to the completion of the Amalgamation shall have been satisfied or waived such that the Amalgamation may be completed immediately following the closing of the Acquisition; - 16 -

 all conditions to the completion of the acquisition of Medic Plast by MTC pursuant to the Medic Plast SEA shall have been satisfied or waived such that the acquisition of Medic Plast by MTC may be completed concurrently with the closing of the acquisition of Yurelan by MTC pursuant to the Yurelan SEA;

 Yurelan shall have obtained, as applicable, all required shareholder and regulatory approvals for the Business Combination;

 MTC shall have received evidence in form satisfactory to MTC, acting reasonably, that all actions required to be taken by Yurelan prior to Closing have been taken and all consents and approvals, including, but not limited to, any consent, approval or waiver required pursuant to the terms of any material contract to which Yurelan is a party for the valid execution, delivery and performance of its obligations under the Yurelan SEA or the completion of the Business Combination, orders and authorizations required to be obtained by Yurelan for the Closing have been obtained;

 no action, suit or proceeding shall have been instituted and be continuing by any Person to restrain, modify or prevent the consummation of the Business Combination as contemplated by the Yurelan SEA, or to seek damages against the shareholders of Yurelan in connection with the Business Combination, or that has been or is reasonably likely to have a material adverse effect on the ability of any party to the Yurelan SEA to fully consummate the Business Combination as contemplated by the Yurelan SEA;

 no change, fact or circumstance shall have occurred in the affairs, operations, business or financial condition of Yurelan that the directors of MTC determine, in their sole discretion, to have a material adverse effect on such party in proceeding with the Business Combination and except as is disclosed in the Yurelan SEA; and

 the shareholders of Yurelan shall have delivered to MTC all Yurelan Shares free and clear of any encumbrances, in accordance with the provisions of Yurelan SEA.

Conditions to Obligations of Yurelan and the Shareholders of Yurelan

The obligations of Yurelan and the shareholders of Yurelan to complete the Business Combination are subject to the fulfillment of the following conditions at or prior to the Effective Date:

 the Reorganization shall have become effective;

 the shareholders of MTC shall have approved the Business Combination, if required by the CSE;

 the representations and warranties made by Yurelan under the Yurelan SEA shall be true in all material respects as of the Closing (any breach of a representation or warranty shall be determined without reference to any materiality qualifier with respect thereto) and MTC shall deliver to Yurelan a certificate signed by a senior officer, dated the Closing Date in the form satisfactory to counsel to Yurelan confirming this and such other matters as may reasonably requested by counsel to Yurelan; - 17 -

 no material adverse change shall have occurred in the business, results of operations assets, liabilities, financial condition or affairs of MTC, financial or otherwise, between May 3, 2019 and the completion of the Business Combination;

 MTC shall have complied with all covenants and agreements in the Yurelan SEA agreed to be performed or caused to be performed by it;

 MTC shall have obtained all required shareholder and regulatory approvals for the Business Combination and the approval of the CSE for the listing of the Issuer Shares;

 MTC shall have working capital in excess of $500,000;

 all conditions to the completion of the Amalgamation shall have been satisfied or waived such that the Amalgamation may be completed immediately following the closing of the Acquisition;

 all conditions to the completion of the acquisition of Medic Plast by MTC pursuant to the Medic Plast SEA shall have been satisfied or waived such that the acquisition of Medic Plast by MTC pursuant to the Medic Plast SEA may be completed concurrently with the closing of the acquisition of Yurelan by MTC pursuant to the Yurelan SEA;

 no change, fact or circumstance shall have occurred in the affairs, operations, business or financial condition of MTC that the directors of Yurelan determine, in their sole discretion, to have a material adverse effect on such party in proceeding with the Business Combination and except as is disclosed in the Yurelan SEA;

 receipt by Yurelan of a written resignation from each of the officers and directors of MTC, such resignations to be effective at the Closing; and

 the CSE shall not have objected to the appointment of the nominees to the Issuer Board, or of the management nominees to serve as officers of the Issuer, each upon closing of the Business Combination.

Termination of the Yurelan SEA

The Yurelan SEA may be terminated at any time prior to the Effective Date by:

 mutual agreement of MTC and Yurelan;

 either MTC or Yurelan upon notice to the other in the event that any condition set forth in the Yurelan SEA for their benefit is not satisfied to the satisfaction of such party prior to the Closing Date or becomes incapable of being satisfied and such party does not waive such condition;

 either MTC or Yurelan, if there shall be any applicable law that makes consummation of the Business Combination illegal or otherwise prohibited, any applicable regulatory authority having notified in writing either MTC or Yurelan that it will not permit the Business Combination to proceed, or if any judgment, injunction, order or decree of a competent governmental entity enjoining MTC or Yurelan from consummating the - 18 -

Business Combination shall be entered and such judgment, injunction, order or decree shall have become final and non-appealable;

 either MTC or Yurelan upon notice to the other in the event that the Business Combination is not completed before October 31, 2019, or such other date as MTC or Yurelan may agree in writing;

 Yurelan if:

o MTC has breached any of its representations, warranties or covenants in the Yurelan SEA in any material respect and such breach is not curable or if curable, is not cured within five business days after notice thereof has been received by the party alleged to be in breach; or

o there shall occur after the date of the Yurelan SEA, any change, effect, event, circumstance or fact that constitutes a material adverse effect in respect of MTC; and

 MTC if:

o Yurelan has breached any of its representations, warranties or covenants in the Yurelan SEA in any material respect and such breach is not curable or if curable, is not cured within five business days after notice thereof has been received by Yurelan; or

o there shall occur after the date hereof, any change, effect, event, circumstance or fact that constitutes a material adverse effect in respect of Yurelan.

Master Agreement

The Amalgamation will become effective on the Effective Date, subject to the satisfaction of the applicable conditions.

The principal terms of the Master Agreement may be summarized as follows:

 the Reorganization will be completed;

 Ramm and Subco will amalgamate and continue as one corporation under the provisions of the OBCA and, as a result, the property and liabilities of Ramm and Subco will become the property and liabilities of the amalgamated company (“Amalco”);

 all shares of Ramm shall be cancelled and the former holder thereof shall receive that number of securities of the Issuer as is equal to the number of securities held by such shareholder of Ramm;

 each share of Subco outstanding immediately prior to the Effective Date shall be converted into common shares of Amalco; and - 19 -

 as consideration for the issuance of shares of the Issuer in connection with the Business Combination, Amalco shall issue to the Issuer one common share of Amalco for each share of Ramm outstanding immediately prior to the Effective Date.

On completion of the Business Combination and the Amalgamation, former securityholders of MTC (including holders of MTC Subscription Receipts) will own approximately 0.8% of the equity of the Issuer, while former securityholders of Ramm (including holders of Ramm Subscription Receipts) will own approximately 34.4% of the equity of the Issuer. Representations, Warranties and Covenants

The Master Agreement contains certain customary representations and warranties of each of MTC, Subco and Ramm relating to, among other things, their respective organization, capitalization, qualification, operations, compliance with laws and regulations and other matters, including their authority to enter into the Master Agreement and to consummate the Business Combination. Pursuant to the Master Agreement, the parties have agreed to advise each other of material changes. Further, the parties have agreed to use their commercially reasonable efforts to obtain all regulatory and other consents, waivers and approvals required for the consummation of the Business Combination.

In addition, pursuant to the Master Agreement, MTC has covenanted, among other things, until the completion of the Business Combination, to maintain its business and not take certain actions outside the ordinary course, except in connection with the disposition of its assets.

Mutual Conditions In order for the Amalgamation contemplated by the Master Agreement to be completed, certain conditions must have been satisfied (or in certain cases waived) on or before the Effective Time including the conditions summarized below:

 the Ramm Offering and the MTC Offering shall have been completed and the Escrowed Funds shall be deposited with the Escrow Agent, and shall be held in escrow pending release pursuant to the completion of the Business Combination;

 the Ramm Subscription Receipts will have converted into Ramm Shares immediately prior to the Effective Time;

 the MTC Subscription Receipts will have converted into MTC Shares immediately prior to the Effective Time;

 the Amalgamation shall have been approved by MTC as the sole shareholder of Subco by way of written resolution executed by such sole shareholder, all in accordance with the applicable provisions of the OBCA;

 the Amalgamation shall have been approved by the shareholders of Ramm, all in accordance with the applicable provisions of the OBCA;

 MTC shall have obtained the conditional approval for the listing of the Issuer Shares from the CSE, subject only to customary listing conditions of the CSE;

 MTC shall have working capital in excess of $500,000; - 20 -

 all conditions precedent to the closing of the Business Combination shall have been met or waived, provided that any waivers shall require the prior written consent of each of MTC and Ramm, such consent not to be unreasonably withheld or delayed;

 there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by the Master Agreement, including, without limitation, the Amalgamation;

 all other necessary third party, regulatory and governmental approvals, waivers and consents in respect of the transactions contemplated by the Master Agreement shall have been obtained on terms and conditions satisfactory to MTC and Ramm, each acting reasonably;

 no material action or proceeding shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency and there shall be no action taken under any existing applicable law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or governmental authority or similar agency, domestic or foreign, that:

o makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Amalgamation or any other transactions contemplated in the Master Agreement; or

o results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated in the Master Agreement;

 the Master Agreement shall not have been terminated;

 the Medic Plast SEA and the Yurelan SEA shall not have been terminated and the Acquisitions shall be completed; and

 the Effective Date shall have occurred on or prior to October 31, 2019.

Additional Conditions in Favour of MTC and Subco:

 each of the covenants, acts and undertakings of Ramm to be performed on or before the Effective Date pursuant to the terms of the Master Agreement shall have been duly performed by it and there shall have been no material adverse effect from and after the date of the Master Agreement to the Effective Date; and

 each of the acts of Ramm to be performed on or before the Effective Date shall have been performed, and all representations, warranties, covenants and agreements of Ramm contained in the Master Agreement shall be true and correct as of the Effective Date (without giving effect to any materiality qualifiers), except where the failure of such representations and warranties to be true and complete, individually or in the aggregate, would not result or would not reasonably be expected to result in a material adverse effect. - 21 -

Additional Conditions in Favour of Ramm

 each of the covenants, acts and undertakings of MTC and Subco to be performed on or before the Effective Date pursuant to the terms of the Master Agreement shall have been duly performed by them and there shall have been no material adverse effect from and after the date hereof to the Effective Date;

 each of the acts of MTC and Subco to be performed on or before the Effective Date shall have been performed, and all representations, warranties, covenants and agreements of MTC and Subco contained in the Master Agreement shall be true and correct as of the Effective Date (without giving effect to any materiality qualifiers), except where the failure of such representations and warranties to be true and complete, individually or in the aggregate, would not result or would not reasonably be expected to result in a Material Adverse Effect; and

 the Reorganization shall have been completed.

Termination The Master Agreement may be terminated at any time prior to the Effective Date, in the circumstances specified in the Master Agreement, including: (a) by mutual agreement in writing by MTC and Ramm; or (b) at any time prior to October 31, 2019 by either MTC or Ramm, if either the Medic Plast SEA or the Yurelan SEA is terminated. 4. NARRATIVE DESCRIPTION OF THE BUSINESS General Business of the Issuer Medic Plast is a leader in the field of cannabinoid pharmacology and product formulation for cannabis-based pharmaceuticals and other cannabis-based products. Founded in 1988 in Montevideo, Uruguay, Medic Plast is a well established pharmaceutical and medical product business and amongst the first and only companies in the world to have developed medically registered and approved plant derived cannabinoid pharmaceutical products. Medic Plast currently has multiple approved and registered products that have been authorized for sale in several Latin American countries, as well as a robust pipeline of new products in various stages of approval and development. Medic Plast also operates a state of the art GMP certified cannabis formulation facility.

Further to its industry leading activities in the cannabis sector, Medic Plast operates a successful pharmaceutical, cosmetic and nutraceutical product development and medical services business which has been servicing the local market for 30 years.

Yurelan is a Uruguayan company established in May 2018 for the purpose of growing and cultivating hemp and cannabis for medicinal purposes. With Yurelan’s proposed large scale cultivation facility, the combined operations of the Issuer are expected to result in complete vertical integration. Yurelan has made application to obtain the necessary license to grow hemp and cannabis in Uruguay which it expects to receive in Q4 2019; construction and improvements to its existing cultivation facility are also expected to be completed in Q4 2019. Following preliminarily discussions with representatives of IRCCA and the Ministry of Agriculture, Yurelan is in the process of submitting its applications to IRCCA and to the Ministry of Agriculture to obtain licenses for the production and industrialization of cannabis and hemp. - 22 -

Overview of the Issuer’s Cannabis Business and Cannabinoid Pharmaceutical Products Medic Plast currently has multiple approved and registered cannabis-based products for medical and cosmetic purposes, that have been authorized for sale in several Latin American countries, as well as a robust pipeline of new products in various stages of approval and development. Medic Plast has a state-of-the-art GMP certified cannabis formulation facility to ensure their products are complaint with the highest quality standard and address international markets.

In December 2013, Uruguay became the first country to fully legalize cannabis at all levels. In February 2015, the federal government permitted the research and elaboration of cannabis specialties for medical uses. As a result of this change in legislation, Medic Plast expanded its operations into the field of cannabinoid pharmacology and product formulation for cannabis- based pharmaceuticals and other cannabis-based products.

In December 2017, Medic Plast successfully registered Latin America’s first medical prescribed cannabis product, Epifractán, that became available for purchase in pharmacies. The developed product was formulated as a 2% CBD extract, sold in 10-millimeter vials and marketed as Epifractán 2%.

In March 2018, Medic Plast continued to develop its cannabis-based product portfolio with the introduction of CannabiPiel, a skin lotion with 1% CBD in an ultra-flexible structure called “Nioskin” that enhances penetration through the skin ensuring delivery of active ingredients, and became available for purchase in pharmacies. CannabiPiel is an anti-inflammatory skin cream used to treat certain skin disorders, soothes joint pain, and hydrates skin.

In April 2018, ANVISA, the Brazilian Health Regulatory Agency, permitted Epifractan to be imported as a cannabis-based product and prescribed by doctors to patients on compassionate grounds. In June 2018, Epifractán 2% became available for sale in 30-millimeter vials and a new 5% CBD concentration formula, Epifractán 5%, in a 30-millimeter vials.

In March 2019, Medic Plast received approval from the Administración Nacional de Medicamentos, Alimentos y Tecnología Médica (ANMAT) for the import of Epifractán into Argentina on compassionate grounds.

In July 2019, Medic Plast received regulatory approval for the registration of it’s CBD After-Sun Gel.

Yurelan is making improvements to its existing facility and is expected to commence production of hemp and cannabis in Q4 2019, pending successful construction initiatives and receipt of all regulatory approvals.

For a description of Medic Plast’s main product lines, see “Principal Products and Services” below. Expected Changes in the Business of the Issuer The Issuer expects to launch products with higher concentrations of cannabinoids for medicinal use. In addition, personal skin care products with varying concentrations of CBD are in the development phase or awaiting regulatory approval. - 23 -

Medic Plast is currently in the process of reducing its exposure to the medical and therapeutic devices arm, while increasing its presence in cannabis-based products such as medical, cosmetics and edibles products, including for use in veterinary medicine, in anticipation of future developments. Yurelan’s production facilities are located in José Enrique Rodo, in the City of Salto, Uruguay. Yurelan’s head office is located at World Trade Center Montevideo Torre 2 #2306, Cr. Luis E. Lecueder 3536, 11300 Montevideo, Uruguay. Yurelan is currently in the process of completing construction and improvements to its existing facility, and once complete, together with the receipt of all applicable regulatory licenses to cultivate hemp and cannabis, the Issuer expects to hire additional staff with agronomical greenhouse skills to develop Yurelan’s operations in Uruguay. It is expected that, following the completion of the Business Combination, the initial team at Yurelan’s facilities will consist of an average of 15 employees, including production, post-processing, laboratory and quality control technicians, with additional hires to be made on as needed basis. Following completion of the Business Combination, the Issuer expects to either acquire or construct extraction facilities for the development of medicinal products with active pharmaceutical ingredients (API) produced in compliance with GMP. The extraction facility is expected to be located in Salto, near the Issuer’s cultivation and processing facility. It is expected that the facility will be a state-of-the-art facility with a first phase using Ultrasonic Cryo- Ethanol for full-spectrum extract and rapid high-quality extraction. The Issuer expects to have the ability to process at least 25,000 kg of dried flower per year in its first phase. The Issuer also expects to hire a marketing director, expand its sales team in Uruguay, and expand sales in Latin America by registering its products with the requisite authorities and partnering with local laboratories and distribution outlets in various countries through licensing agreements. The Issuer may seek out potentially beneficial acquisitions and partnerships, and pursue M&A opportunities where considered accretive to accelerate its business expansion plans. It may also acquire cultivation and production facilities, end enter into international partnerships, in line with its stated growth and capital strategies. See “Business Objectives” below.

The Issuer is not aware of any aspect of its business that may be materially affected in the 12 months following the date of this Listing Statement by renegotiation or termination of contracts or sub-contracts. Business Objectives The Issuer’s short-term business objectives are to:

 Complete construction and improvements to Yurelan’s cultivation facilities.

 Continue to develop products for domestic and international use by securing new sales and distribution channels.

 Construct or acquire a cannabis extraction facility.

 Accelerate hiring of sales and cultivation teams with the required skills and backgrounds to grow the business of the Issuer and differentiate the Issuer in the marketplace. - 24 -

 Identify potentially beneficial acquisitions and partnerships, and pursue M&A opportunities where considered accretive to accelerate its business expansion plans and drive incremental value by acquiring cultivation, production or dispensary facilities and management and other personnel in line with its stated growth and capital strategies.

In order to achieve the above business objectives, the Issuer plans to complete the following operational milestones:

Milestone Target Date Yurelan Facility Construction Before the end of Q4 2019 Hiring of new sales and cultivation teams Before the end of Q4 2019 Cannabis Extraction Facility construction or Before the end of Q3 2020 acquisition

While the Issuer intends to pursue these milestone events, there may be circumstances where, for valid business reasons, a re-allocation of efforts may be necessary or advisable. Available Funds

Based on the information available as at the date of this Listing Statement (assuming the completion of the Business Combination), the Issuer is expected to have approximately $36,423,364 in working capital on completion of the Business Combination. The table below shows the breakdown of the estimated funds available:

Source of Funds Amount Estimated MTC working capital as at June 30, 2019 $603,167 Estimated Medic Plast working capital as at October 31, 2018 $250,000 Estimated Yurelan working capital as at April 30, 2019 $Nil Estimated Available Funds from Convertible Debenture Offering $250,000 Gross Proceeds of Subscription Receipt Financing $35,320,197 Estimated funds available to the Issuer upon completion of the Business Combination $36,423,364

The Issuer has in place planning and budgeting processes to help determine the funds required to support normal operating requirements on an ongoing basis as well as its planned development and capital expenditures.

The following table sets out information respecting the Issuer’s intended uses of available funds on completion of the Business Combination over the next 12 months. The amounts shown in the table below are estimates only and are based in Canadian dollars and on the information available to the Issuer as of the date of this Listing Statement.

Use of Available Funds Amount Estimated Cost to Complete Construction Improvements and Opening of Yurelan’s Facility $4,600,000 Estimated Cost to Construct or Acquire Cannabis Extraction Facility $7,900,000 Estimated Cost to Continue to Develop and Register Products, and Implement Marketing and $9,850,000 Sales Initiatives Estimated Business Combination Costs $750,000 Finder’s Fees related to the Convertible Debenture Offering $420,000 Finder’s Fees related to the Subscription Receipt Financing $2,119,212 - 25 -

General and Administrative Expenses, consisting of salaries and consulting and professional $6,970,000 fees (of approximately $5,000,000) and other general and administrative expenses (of approximately $1,970,000) Unallocated Funds $3,814,152

Total $36,423,364

As of the date of this Listing Statement, the Issuer intends to spend the funds available to it upon completion of the Business Combination to further the Issuer’s stated business objectives. Notwithstanding the foregoing, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary for the Issuer to achieve its objectives. The Issuer (or its subsidiaries) may require additional funds in order to fulfill all of its expenditure requirements to meet its business objectives and may either issue additional securities or incur debt. There can be no assurance that additional funding required by the Issuer will be available, if required or on terms which are acceptable. Principal Products and Services

Medic Plast is a pharmaceutical drug manufacturer and one of the largest medical supply companies in Uruguay operating out of a 35,000 square foot facility located in Montevideo. Pharmaceutical Specialties Medic Plast owns and operates a Uruguayan Ministry of Health-authorized laboratory for segregated manufacturing products, including its approved cannabis-based products, Epifractán (2% and 5% CBD) and CannabiPiel (1% CBD), as well as other anesthetic, antiseptic products for human and topical use. Epifractán Epifractán’s active raw material, is obtained from a cannabis selected vine with high CBD content and less than 0.2% THC. Crops are organic, and strict procedures are followed in accordance with Good Agricultural Practices (GAP), guaranteeing the absence of degradation products, microbial contaminants, heavy metals, and chemical products for lague control. The pharmaceutical processing method used by Medic Plast is standardized, ensuring the production of a high-quality product for pharmaceutical use. The end-product passes through a series of rigorous controls before it can be turned into its final formulation. These checks and balances certify meeting or exceeding purity and quality specifications for an active ingredient, and ensures batch-to-batch consistency. Every step of the Epifractán manufacturing process adheres to the highest standards for safety and quality in line with GMP. The products are registered and approved as pharmaceutical drugs with the Ministry of Health in Uruguay. Cannabipiel Cannabipiel is a leading skin cream produced by Medic Plast containing pure CBD, in an ultraflexible structure called nioskin that helps penetrate the skin. The Endogenous Cannabinoid System (SCE) is present in many tissues of the human body. Recent studies show that the proliferation and differentiation of the eplteliales cells is strongly regulated by SCE present in the epithelium. Various skin conditions such as psoriasis and acne, including many allergies, cause inflammation or pain. This type of condition is characterized by a hyperproliferation of the cells of the expression of pro-inflammatory mediators. Cannabinoids such as CBD have anti-inflammatory properties, so the use of a cosmetic cream, such as - 26 -

Cannabipiel, with pure CBD as an active ingredient provides repairing and soothing effects on the skin. Cosmetic Medic Plast also produces a range of different skin care products under the BIOSET brand that are currently distributed in healthcare outlets, including, pharmacies, clinics and hospitals. Medical and Therapeutic Devices With a current portfolio of over 150 different products registered, designed and either manufactured or imported, Medic Plast is an established leader in the Uruguayan market for sales and recognized quality products, including, among other products, sterile hospital devices, stethoscopes, syringes and iodoform gauze. Medic Plast also manufactures disposable medical clothing, including lab coats and birth delivery kits for use by patients, doctors, nurses and clinicians. Edibles Medic Plast currently manufactures it own branded line of tabletop liquid diet sweeteners, BIOSWEET, and imports nutritional supplements that are sold to both public and private institutions, as well as to drugstores and pharmacies across Uruguay. Operations

Medic Plast has an established management team that sets required processes and procedures for planning and execution in its core business area, such as regular testing of all inputs utilized in its business, traceability systems and a closed-circuit camera system, focused on safety, product quality and consistency. Medic Plast also instituted a strict customer support system where all inquiries are responded to within 24 hours.

Yurelan has been actively working towards the completion and set-up of its cultivation facilities, including irrigation and automatization improvements for optimal growing conditions which are expected to lead to higher crop output. These improvements are expected to be completed by the end of Q4 2019.

The facility is fully equipped with requisite technology to control temperature, shade structures, an irrigation system, and borehole thermal energy storage system, that is expected to result in the immediate production of plants for a year long cultivation cycle. Commencement date is expected in Q4 2019. The Issuer intends to start cultivating both hemp and cannabis, directly and/or through contracts with third party growers. On or prior to the completion of the Business Combination, the Issuer expects to enter into an agreement for the production of hemp and cannabis with a local third party grower to streamline Yurelan’s production capabilities and access raw materials.

Specialized Skill and Knowledge Requirements Pharmaceutical chemistry and quality control are integral to conduct Medic Plast’s operations and business. Medic Plast’s production processes are overseen by its technical director, Ms. Edelma Ros, a pharmaceutical chemist with over 15 years’ experience in pharmaceutical laboratories and related fields. - 27 -

The Issuer is currently in the process of expanding its registration, sales and distribution teams, with the objective of expanding into new markets and strengthening its brand. In the short term, the Issuer is expected to hire additional employees with agronomical greenhouse skills to develop Yurelan’s operations in Uruguay (in addition to current staff on hand). Agriculture comprises approximately six percent of Uruguay’s GDP and the Issuer does not expect to encounter any difficulties in retaining skilled personnel. The Issuer is committed to dedicating resources and personnel with the requisite expertise to achieve its milestones. See “Business Objectives” above. Components The main components used in the production of cannabis-based products, apart from the cannabis extract, are water, nutrients and electricity. All raw materials and components are available from multiple providers, locally and internationally, at wholesale prices, while water and electricity are plentiful where needed and are obtained from government-owned corporations. Products manufactured abroad and formulated in Medic Plast’s laboratories include raw materials pre-fabricated by third party providers and shipped to Medic Plast’s facilities where sterilization processes are conducted in-house, prior to final shipment to hospitals, clinics and authorized pharmacies. The Issuer is unaware of any aspect of its business that may be materially affected in the 12 months following the date of this Listing Statement by renegotiation or termination of contracts or sub-contracts. Environmental Medic Plast complies with Uruguayan domestic regulatory requirements set out by the Ministry of Housing, Land Planning and Environment, and its agency, the National Environment Bureau, regarding the submission of Industrial Solid Waste Management Plans, and the annual submission of Sworn Statements of Industrial Solid and Similar Waste, under Decree No. 182/013. Every year, Medic Plast submits sworn statements on containers management, in compliance with Decree No. 260/007, dated July 23, 2007, which regulates Law No. 17.849 on the “Use of Non-refillable Containers” in Uruguay. With respect to the project for the industrial drainage authorization request, Medic Plast annually submits an environmental operation report, which reports on environmental management related to power and fuel consumption, and chemical substances used in the processes, effluents management and water utilization, solid waste management, control of emissions into air, and environmental contingencies management. Medic Plast monitors effluents generated by industrial processes through systematic checks of parameters, set out under Decree No. 253/79, as amended, for the specific business line of Medic Plast, and complies with discharge into public sewer system. As part of continuous improvement initiatives, Medic Plast is carrying out a project to extend works for its effluent treatment system, thus achieving the prevention, mitigation, and/or - 28 - contingency of potential events which may occur, by managing environmental risks and impacts. The Issuer does not anticipate that environmental protection requirements will have a material financial or operational effect on the Issuer’s capital expenditures, earnings, and competitive position in the current financial year or in future years. See “Narrative Description of the Business – Industry Information – Environmental and Social Programs.” Employees As of the date of this Listing Statement, Medic Plast has 57 full and part-time employees, and Yurelan has two contractors. Market Information, Trends, Commitments, Events and Uncertainties The medical use of cannabis has increased exponentially in recent years, with regulations adapting globally to permit its use in a growing number of countries. Medical cannabis treatments include the use of cannabinoids to treat certain diseases or relieve chronic symptoms such as pain, muscle spasticity and nausea. The term cannabinoid refers to the family of complex chemicals, both plant-based and synthetic, that bind with receptors (protein molecules on the surface of cells) to elicit a wide number of responses. Cannabinoid receptors are located in the brain and throughout the body and bind with the endocannabinoids produced by the endocannabinoid system. Cannabinoid receptors in the endocannabinoid system have been found to be involved with many of the functions of the human body, including helping to modulate brain and nerve activity (including memory and pain), energy, metabolism, heart function, the immune system and reproduction. Among the many active cannabinoids found in the cannabis plant, the two most commonly used in the medical field are THC and CBD. THC and CBD can be used independently or in combination to provide treatment benefits for a significant number of diseases and conditions. THC, which is a psychotropic cannabinoid, has been demonstrated to interact with the endocannabinoid system in the central nervous system. By blocking neuronal signals, THC has shown the potential to treat patients with post-traumatic stress disorder (PTSD), as well as reduce nausea and vomiting, and improve the appetite of patients being treated with chemotherapy. CBD, which is a non-psychotropic cannabinoid, has demonstrated the potential to reduce the frequency and severity of epileptic seizures in additional to providing treatment for several other conditions. Cannabinoid research is quickly advancing, with new treatment regiments being introduced and cannabinoid-based drugs being granted approval by health regulators. As regulations evolve and cannabinoid-based drugs are approved by regulators, physicians are prescribing them to treat a growing number of patients globally. The key trends and uncertainties which management of the Issuer expects could impact its business and financial condition are: (i) any changes to the legal and regulatory regime which regulate the production and sale of cannabis and cannabis-derived products; (ii) the ability of companies who may receive funds from the sale of cannabis and cannabis-related products to adequately track and legally transfer such funds; and (iii) the ability of companies to raise adequate capital to carry out their business objectives. For more information regarding risks and uncertainties see Section 17 “Risk Factors”. - 29 -

Legal and Regulatory Trends The Issuer’s business and investments are primarily located in Uruguay and currently management expects the legal and regulatory regimes in Uruguay to be the most relevant to its business. Highlights of Cannabis Legalization in Uruguay

 Uruguay was the first country in the world to legalize and regulate every level of the market for cannabis. Uruguay is expected to be an important example globally for political leaders contemplating whether and how to liberalize drug policies related to cannabis.

 Prior to its return to democracy in 1985, Uruguay had traditionally adopted relatively liberal drug policies. Background – Drug Policies in Uruguay prior to Cannabis Legalization Under the civic-military dictatorship that ruled Uruguay from 1973 to 1985, Uruguay adhered to the U.S.-led “war on drugs” while simultaneously fostering a more classically liberal, hands-off approach than Washington. Drug possession for personal use has been decriminalized in Uruguay since 1974 by Decree Law 14294, which became the foundation for drug policy in the country for the next 30 years. Though the measure kept strict sentences in place for those who produced or sold illicit substances (three to fifteen years), it broke with the hard-line prohibition promoted in the United States. The law allowed individuals to avoid prison as long as they possessed less than “a minimum quantity [of illicit substances], intended solely for personal use.” Threshold amounts were not specified for any substance, leaving those decisions up to individual judges. Despite the fact that drug possession for personal use was effectively permitted by law, the continued persecution of cannabis cultivation and sale led to the development of a committed pro-cannabis movement in the country. When Uruguay returned to democracy in 1985, it created space for legalization activists to openly air their grievances for the first time. In 1987, a Special Commission on Drug Addiction was created in the Uruguayan House of Representatives, the lower house in Congress. It took until 1999 for Uruguay’s drug policy to be amended in Congress. The mandatory minimum sentences for producing and selling were lowered to 20 months and low-risk offenders were given the alternative to serve their terms in rehabilitation centers. The new law also amended the phrase “minimal quantity” to “reasonable quantity” as an explicit recognition of the leeway given to judges to determine the reasonability of quantities on each case. During this period, recreational cannabis use became more common and grassroots pressure for its legalization began to grow. In 1998, only three percent of Uruguayans reported having tried cannabis, but by 2006 this number had risen to 12%. The contradictions of the drug policy become more evident with the growing rates of reported consumption. While consumption was legal, cannabis cultivation was still heavily penalized, and consumers were forced to purchase low-quality imported cannabis, largely from criminal actors who sold more dangerous drugs such as cocaine paste. By 2009, the Addictions Commission in Uruguay was filled with lawmakers all favouring the ending of cannabis prohibition. They began working towards legalizing home cultivation for personal use. Their proposal eventually garnered support of lawmakers across the political - 30 - spectrum and by early 2012 Uruguay was ready to pass a bill that would legalize domestic cultivation of up to eight plants and the possession of up to 25 grams of cannabis. Cannabis Legalization Framework In June 2012, the Government of Uruguay, under then President José Mujica, announced plans to legalize state-controlled sales of cannabis as a way to minimize drug-related crime and health issues. A long political debate process began and the proposed projects for legalization changed specifics. The main arguments by the pro-legalization campaign were that the law would: (a) address insecurity and reduce users’ exposure to more harmful drugs; (b) fix hypocrisy in the existing legal framework to enable users to grow the drug; and (c) improve public health by increasing access to medicinal cannabis. On December 20, 2013, the Cannabis Law was passed, providing Uruguayan state-control over, and the capacity of regulating the activities of importing, exporting, planting, cultivation, harvesting, production, acquisition, storage, marketing and distribution of, cannabis and its derivatives. The Cannabis Law also created the IRCCA, with the purpose of regulating and controlling the production, planting, growing, harvesting, processing, storage, distribution and dispensing of cannabis. The IRCCA was designed with a special emphasis on encouraging cooperation across a variety of other state entities with responsibilities relevant to cannabis regulation. While the institute follows the policy directives of the National Drug Council (“JND”), it is also formally under the umbrella of the Ministry of Public Health. In addition to the IRCCA president (currently JND Secretary Diego Olivera), the board of the institute includes representatives of the Ministries of Public Health; Social Development; and Livestock, Agriculture, and Fishing. The text of the law gives the IRCCA a broad mandate to maintain anonymous registries of those intending to purchase cannabis, as well as all club members and home-growers. In doing so, the IRCCA can request any needed documentation. The IRCCA may also inspect any property used in the cultivation, processing, distribution, or sale of cannabis. For home-growers, however, IRCCA personnel may only enter households with the consent of the owner or a court order. In the course of its work the IRCCA is also authorized to carry out analyses of commercial cannabis to determine whether it meets the legal and regulatory requirements. If violations occur, the IRCCA may apply fines and, in coordination with law enforcement, force closures, make seizures, and begin legal action. The main objectives of the IRCCA are to promote actions towards increasing awareness and reducing risks and health damage associated with the problematic use of cannabis as well as enforcement of regulations included in the Cannabis Law. The IRCCA also must advise the Presidency of Uruguay on the design of cannabis policies. Under Uruguayan Decree-Law No. 14,294 (Drugs Law), as a general rule, the Uruguayan State shall have the monopoly for the import and export of drugs. The planting, cultivation, harvesting and commercialization of any plant from which any drugs and other substances that determine physical or psychic dependence, including cannabis, is prohibited. The performance of activities involving drugs carried out illegally, or involving goods, products or instruments proceeding from the aforementioned, are considered to be criminal offenses, including money laundry. The Cannabis Law provides certain exceptions summarized below, for which the respective authorization or licence should be granted by the competent authority, considering mainly the different activities, types of cannabis, the purpose and final destination. - 31 -

In order to regulate the Cannabis Law, three initial decrees (regulations) were issued by the executive branch of the Uruguayan government:

 Decree 120/2014 dated May 6, 2014 concerning psychoactive cannabis for non- medicinal or scientific research use, which includes regulation of the production for dispensing to pharmacies licensed to sell to individuals domestic production for personal or shared consumption at home, and cannabis clubs’ production for the consumption of cannabis by their members (recreational cannabis);

 Decree 372/2014 dated December 16, 2014 concerning hemp for industrial use, non- medicinal or scientific research use (non-psychoactive cannabis plants or parts containing less than 1% THC and seeds not exceeding 0.5% THC); and

 Decree 46/2015 dated February 10, 2015 concerning psychoactive and non- psychoactive cannabis to be intended for scientific research or the development of specialties for medicinal use. On September 14, 2015, Decree 250/2015 was issued which provides for ownership and anti- money laundering restrictions with respect to the holders of licenses. Article 5 of the Cannabis Law which replaced Article 3 of the Decree-Law 14,294, expressly provides certain exceptions to the ban on planting, cultivating, harvesting and/or marketing any plant from which narcotics can be extracted, including cannabis. Some of these exceptions are as follows:

 Those made for scientific research, or for the development of specialties for medicinal use, previously authorized by IRCCA and/or the Ministry of Public Health in Uruguay as appropriate.

 Plantations, cultivation, harvesting, industrialization and dispensing of psychoactive cannabis for other purposes, provided that due prior authorization of IRCCA is obtained.

 Plantations, cultivation, harvesting as well as the industrialization and commercialization, of non-psychoactive cannabis (hemp) where previously authorized by the Livestock, Agriculture and Fisheries Ministry.

 Planting, cultivation, collection for purposes of research as well as the industrialization for pharmaceutical use, provided that due prior authorization of IRCCA is obtained.

 Retail of psychoactive cannabis under licenses granted to pharmacies by IRCCA. The law provides that the executive branch of the Government of Uruguay shall regulate the mechanisms for access to cannabis seeds under the preceding exceptions. Regulatory decrees regulate competent authorities in order to perform import or export activities regarding cannabis, or for granting authorizations to such effects. Sanctions provided under the Cannabis Law include fines, forfeiture or destruction of goods, suspension in the corresponding register, temporary or permanent disqualification, partial or total, temporary or permanent closing of the establishments of licensees, whether of their own or not. Sanctions may be cumulative. Oversight of Uruguayan Cannabis and Hemp Industries - 32 -

Article 17 of the Cannabis Law created IRCCA as a non-state legal person governed by public laws, which is in charge of: (a) regulating the cannabis supply chain from planting to sale; (b) promoting actions to reduce risks and harms associated with the use of cannabis; and (c) monitoring compliance of individuals under the Cannabis Law. IRCCA is responsible for developing processes and taking the necessary steps to carry out the implementation of these standard actions. IRCCA also grants licenses to produce, develop, collect, distribute and sell recreational cannabis. The Registry of Operators of Cannabis (“ROC”), which is under the authority of IRCCA, registers all natural or legal persons who seek permission to operate in various activities related to scientific research, production, processing hemp processing plants or pharmaceutical products for medicinal use, as well as the import and/or export of hemp and derivatives. Enrollment in the ROC is mandatory for the authorization of projects before the Livestock, Agriculture and Fisheries Ministry and/or the Ministry of Public Health, as applicable. Licenses and Authorizations Licenses and authorizations represent the exception authorization or license, as the case may be, provided under Uruguayan Law 14,294, in order to be exempted of the general prohibition. These licenses and authorizations do not, however, represent any other permit, license, authorization or any other applicable government and regulatory approvals or consents that may be applicable to perform authorized or licensed activities, regarding the companies, products, or recipients. Uruguayan companies such that are granted licenses and authorizations may from time to time require such other authorizations, permits, licenses, or any other applicable government and regulatory approvals or consents to conduct the authorized or licensed activities, or any other proposed business. Once a company is granted a license, IRCCA may at any time require updates on the information regarding the identity of the holders of the license, including its shareholders, as well as other aspects included in the license. Any modification to its corporate structure, as well as the transfer of shares and changes in ownership must pass the controls established in Article 7 of Decree 120/2014. Prior to any such change, the licensee must notify IRCCA of the proposed modification and provide requisite documentation. In addition, IRCCA will obtain a report from the National Anti-Money Laundering Secretariat before granting the licensee approval for the proposed modification, for the purpose of proper identification and knowledge of the final beneficiary as well as the origin of funds proposed to be allocated to the implementation of the respective project. Failure to notify IRCCA of any required changes will result in the immediate suspension of the granted license. The timing for approval is at the discretion of IRCCA and the National Anti-Money Laundering Secretariat, and IRCCA and/or the National Anti-Money Laundering Secretariat may request additional or clarifying submissions. The requirements for the production of hemp are regulated by Decree 372/2014, which sets out a protocol for companies that wish to operate within this part of the industry. According to Article 2 of the Decree 372/2014, the development of any of the activities described in the Article 3.c of the Decree-Law 14,294, regarding the plantation, growing and harvesting of hemp, requires the authorization by the Ministry of Livestock, Agriculture and Fisheries. Once a company is granted an authorization by the Ministry of Livestock, Agriculture and Fisheries the controls referred above regarding changes to the corporate structure, transfer of shares and changes in - 33 - ownership shall be applicable by the Ministry with the consent of the National Anti-Money Laundering Secretariat. Hemp Authorizations Decree 372/2014 regulates the exception for import, export, plantation, cultivation, harvesting, as well as the industrialization and commercialization of non-psychoactive cannabis (hemp), subject to the prior authorization of the Ministry of Livestock, Agriculture and Fisheries (“Hemp Authorizations”). Authorizations determine the express terms and conditions regarding the following factors: the site where the activity would be performed, the origin of seeds or plants, the varietal characteristics of crops to be used, the THC content in plant and seeds, security procedures, destination of the production and waste, characteristics of the final product, terms and conditions of the authorization, volumes and conditions for the productions, industrialization or commercialization authorized. The production of seeds and cuttings of non-psychoactive cannabis is also subject to the authorization of the Ministry of Livestock, Agriculture and Fisheries; those authorized must register the company in the General Registry of Seed Growers, and the cultivars in the National Register of Cultivars, both within the National Seed Institute. Extraction and commercialization of cannabinoids for any use would be subject to further prior authorization of IRCCA and the Ministry of Public Health, also IRCCA’s intervention would be necessary for imports and exports of finished products or semi-finished products and commercialization of such products. Medicinal Cannabis To date, the most significant regulations governing medical cannabis remain the February 2015 executive order (Decree 46/2015) signed by the outgoing Mujica administration. The order instructs the IRCCA to authorize researchers to access cannabis for research purposes, authorizes physicians to prescribe cannabis in monthly increments, and allows for “the production of therapeutic products of medicinal use.” In broad terms, the order also makes clear that eventually, acquiring medical cannabis will be similar to making non-medical purchases. The only difference will be that patients would have to submit a prescription to purchase cannabis and cannabis products from pharmacies. According to the document, cannabis prescriptions can be valid for a maximum of 30 days before a new prescription must be filled, and during this period patients are not allowed to access any other form of legal cannabis. It was not until December 2017 that the first medical cannabis products registered in Uruguay became available for purchase in pharmacies. The product was developed by Medic Plast and started as a 2% CBD extract, sold in 10 millimeter vials and marketed as Epifractán. As disclosed in this Listing Statement, Epifractán is currently also sold in 5% percent concentration formula and Medic Plast has also developed a 1% CBD body lotion called “cannabipiel”. See “Narrative Description of the Business” above. While the availability of Epifractán and Cannabipiel are a positive step, a significant work remains to be done in order ensure affordable access to a wider variety of medical cannabis products. Currently, Uruguayan patients seeking other products, like cannabinoid oral sprays or synthetic cannabinoids used for treating pain and other conditions, have to clear numerous hurdles. First they must go to a specialist to obtain an “orange” prescription (“receta naranja”), the most restricted category and the same prescription used to prescribe amphetamines and opiates. Then patients are required to apply for a special waiver from the Ministry of Public Health to be able to import the drug from abroad under its “compassionate use” exception, which allows Uruguayans to import experimental drugs that have not been approved for use in - 34 - the country. Although this waiver allows patients to import the drug tax fee, the costs of shipping are often prohibitively expensive. Industry Information Medicinal cannabis applies the use of cannabis and its constituent cannabinoids to treat certain diseases or relieve chronic symptoms such as pain, muscle spasticity and nausea. Cannabinoid is a blanket term covering a family of complex chemicals, both natural and man-made, that bind with receptors (protein molecules on the surface of cells) to elicit a wide number of responses. Cannabinoid receptors in the human body are part of a system called the endocannabinoid system, a system that produces endocannabinoids that bind with cannabinoid receptors. Cannabinoid receptors are found in the brain and throughout the body. Scientists have found that cannabinoid receptors in the endocannabinoid system are involved in a vast array of functions in our bodies, including helping to modulate brain and nerve activity (including memory and pain), energy, metabolism, heart function, the immune system and reproduction. While there are a large number of active cannabinoids found in cannabis, the two most commonly used for medical purposes are THC and CBD. Scientific studies have identified that THC and CBD, alone or in combination, have the potential to provide treatment benefits for a large number of medical conditions. For example, THC, a psychotropic cannabinoid, has been shown to activate the endocannabinoid system in the central nervous system. This blocks neuronal signals and has shown the potential to treat patients with post-traumatic stress disorder (PTSD), as well as reduce nausea and vomiting, and improve the appetite of patients being treated with chemotherapy. In addition to the potential benefits of treatment with THC, CBD, a non-psychotropic cannabinoid, has been demonstrated to potentially reduce the frequency and severity of epileptic seizures1. Medicinal Cannabis Chinese pharmacologists have studied and used cannabis for medical purposes since 2700 BC. In traditional Chinese medicine, cannabis was considered one of 50 fundamental herbs. Over the years, the application of cannabis for the treatment of disease and pain relief has been adopted in a number of countries, including Canada. There is increasing awareness about the various applications of medicinal for disease prevention. According to a news release (PRWEB) of IBISWorld published in April 2015, sales for all medicinal cannabis pathologies are estimated to reach approximately US$1.9 billion in the United States. As of March 1, 2016, ProCon.org estimates that were approximately 1.2 million medicinal cannabis patients in the United States. Cannabis also has medicinal uses for a wide range of demographics, with uses and potential uses for the very young to the elderly. Though the current medicinal cannabis user demographic is still small, it is growing rapidly as legislation continues to change around the world, according to Global Hemp Group. Industrial Hemp According to “Hemp as an Agricultural Commodity”, published by U.S. Congressional Research Service in February 2015, industrial hemp has been used throughout the world, for centuries, as a source of fiber and oilseed in the production of a variety of industrial and consumer products.

1 McCormick et al, 2017. “The Health Effects of Cannabis and Cannabinoids”. National Academies Press website: www.nap.edu - 35 -

The same report indicates that, currently, approximately 30 countries in Europe, Asia, and North and South America permit farmers to grow hemp. The industrial hemp market is very diverse, spanning numerous sectors and industries. According to Issue 1, 2016 of the Hemp Biz Journal, U.S. based sales of hemp products were US$400 million in 2014, up 33% over the prior year, US$593 in 2015 are expected to reach up to US$1.8 billion by 2020. Global Hemp Group expects exponential market growth over the next 5 to 10 years in the global hemp industry. The Global Hemp Group estimates that the industrial global hemp market to be approximately US$800 million and, that the market may grow to be worth several billion dollars within the next 5 years, presuming supply can sufficiently expand. Intellectual Property In Uruguay, after the filing for registration of a proposed trademark, third parties are given a period of time to allege a better right with respect to the trademark. The full process for registration of a trademark in Uruguay may take up to approximately two years. Medic Plast has registered or filed the registration of its main trademarks in Uruguay and several other countries. Insurance Medic Plast and Yurelan have received confirmation from the Banco de Seguros del Estado (the state-owned insurance company) that it will provide insurance coverage over the Issuer’s facilities. Medic Plast and Yurelan is insured against a variety of risks, including losses and damages relating to its plants, equipment and buildings. The Issuer believes its level of insurance coverage is customary and appropriate for a company of its size and with respect its activities. Medic Plast’s and Yurelan’s insurance currently covers only part of the losses it may incur and does not cover losses on crops due to drought or floods. Legal and Administrative Proceedings In the ordinary course of business, the Issuer may be subject to certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving tax, social security, labour lawsuits and other matters. It is expected that the Issuer will accrue liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. As at the date hereof, there are no material proceedings currently pending against Medic Plast, Yurelan, Ramm or MTC. Environmental and Social Programs As part of its environmental, social and sustainability strategy, the Issuer will initiate the implementation of a strict environmental and social management system, which shall allow it to systematically manage its environmental, social, health and safety matters. This integrated management system will address:

 the identification and assessment of environmental, social and labour risks and impacts;

 identification and assessment of applicable environmental, social and labour law requirements;

 improving the management of agrochemicals, chemical products and fuels;

 monitoring water and soil quality; - 36 -

 measurement of greenhouse gases;

 monitoring of water, fuels and electricity consumption;

 monitoring of biodiversity;

 the control and safety and health of workers and the community;

 waste management;

 the management and control of contractors practices;

 the establishment of performance indicators for monitoring processes;

 the preparation and response to possible emergencies;

 communication with workers and communities; and

 management of complaints, non-conformities, actions and evaluating their effectiveness. The Issuer will also implement a training program for members of the Health, Safety and Environmental team and training in first aid and fire response for all farm workers. The Health, Safety and Environmental team performs internal audits and identifies areas where improvement is needed. See “Narrative Description of the Business – Environmental” above. Carrying on Business in Uruguay Introduction and Overview Uruguay is the smallest country in Latin America, with only 3.4 million inhabitants (2016). It is also one of the most socially integrated countries in the region and the one with the longest democratic history. Uruguay also does well in social-economic indicators, particularly when compared to its neighbours. It is considered a country with a high human development index (HDI value for 2017 was 0.804) (UNDP 2018). Unemployment rates remain at low levels (7.9 per cent in 2016), and GDP growth was 2.7% in 2017 (World Bank). The inflation rate was 7.65%, year-over-year in June of 2017. Uruguay is also the only Latin American country ranked among the world’s 20 “full democracies,” according to The Economist’s 2018 democracy index. Citizens’ support for democracy is among the highest in Latin America, according to recent opinion poll surveys. For instance, 73% of respondents to the 2013 Latino Barometro support democracy, and 82% of Uruguayans report being satisfied with democracy, the highest levels across the region (Latino Barometro 2013). Similarly, Uruguay appears in the first places in LAPOP’s index of political system support, indicating that the political system enjoys legitimacy among the population (Bertelsmann Foundation 2016). After a repressive military dictatorship, between 1973 and 1985, Uruguay returned to a democratic government. In 2004, the left-wing candidate won the election and took power, giving more attention to social welfare programmes aimed at tackling poverty. In 2010, José Mujica took office as President, passing several liberal reforms such as the legalisation of abortion, same-sex marriage and the cultivation, sale and consumption of marijuana. His successor, Tabaré Vazquez, won the 2014 elections, pledging to maintain Mujica’s social welfare policies while dedicating special attention to education and security (BBC 2016). - 37 -

Corruption Perceptions Index Uruguay is the best Latin American performer on Transparency International’s 2018 Corruption Perceptions Index, with a score of 70 out of 100 on a 0 (highly corrupt) to 100 (highly clean) scale. The country ranks 23rd out of the 168 worldwide countries assessed (Transparency International 2018). Defense of Competition and Antitrust Regulation Uruguayan Law No. 18,159 (named “Free Trade and Preservation of Free Competition Act") (the “Uruguayan Antitrust Law”), (is of a public nature and therefore its application is mandatory) aims at "fostering the well-being of current and future consumers and users, through the promotion and defense of competition, incentive to economic efficiency and freedom and equality in conditions of access of companies and products to markets. Further, such Uruguayan Antitrust Law prohibits the abuse of a dominant position as well as all individual or concerted practices, conduct or recommendations which has an effect or purpose of restricting, limiting, hindering, distorting or preventing current or future competition in the relevant market. The Uruguayan Antitrust Law applies to all national and foreign public and private legal entities and individuals engaged in profit or non-profit economic activities in Uruguayan territory. The Uruguayan Antitrust Law also has extra-territorial application insofar as such economic activities have total or partial effects in Uruguayan territory. The Uruguayan Antitrust Law introduces a prior oversight system for acts of economic concentration by companies having a certain market power. When an act of economic concentration results in a stake equal to or exceeding 50% of the relevant market, or when gross annual billings in Uruguay by the parties to the transaction in any of the last three financial exercises exceeds approximately US$92 million, notice to the enforcement agency is required. An act of economic concentration under the Uruguayan Antitrust Law shall be deemed as any operation or transaction that may result in a modification of the control structure of a company through a merger or an acquisition of shares or business concern or any other transfer or economic units of a company or businesses. The parties’ obligations are limited to notification and the Uruguayan Antitrust Law does not empower the enforcement agency to impede the transaction, however, failure to comply with such notification will result in the application of specific penalties ranging from warnings which shall be published on two newspapers (with national circulation) to a fine of at least 100,000 indexed units and a maximum of 5% of the gross annual turnover of all of the parties to the operation which was not notified, as well as penalizations imposed directly on managing officials of the entities involved. Additionally, in cases involving a de facto monopoly, authorization must be requested in advance, and the enforcement agency has the power to refuse a grant of authorization. Sale and Ownership of Real Estate It is common for foreign corporations to conduct real property transactions in Uruguay due to Uruguay’s legal system, which prevents expropriation without compensation, does not restrict the ownership of private property and in general terms does not discriminate against foreigners. Furthermore, property transactions in Uruguay are subject to a clear tax scenario, public registries and the participation of notaries public (professionals who are legally trained and regulated). Restrictions are limited to those areas considered part of the National Security Domain and pursuant to certain Municipal Decrees regarding frontier and coastal areas. Foreign investors desiring to acquire real property in Uruguay can either act as individuals or use any form of legal - 38 - entity in order to carry out their acquisition (e.g., Uruguayan Stock Corporations, LLCs or even off-shore vehicles as commonly used as a BVI or Delaware LLC). See “Risk factors – Risk Inherent in Rural Real Estate” below. Environment The General Environmental Protection Law (Ley General de Protección del Medio Ambiente), Law 17,283 provides for the following principles:

 protection of the environment, air, water, soil and landscape quality;

 conservation of biodiversity and coastal configuration and structure;

 reduction and appropriate management of hazardous toxic substances and wastes of any kind;

 prevention, elimination, mitigation of and compensation for negative environmental impacts; and

 regional and international environmental cooperation and participation in solving global environmental problems. Environmental Responsibility Generally, Uruguayan law does not provide for a specific environmental liability regime. Therefore, general provisions of the Uruguayan Civil Code (Código Civil de la República Oriental del Uruguay) apply, including those establishing the liability of any person that causes damage through willful misconduct or negligence. According to local law, any party causing environmental degradation, destruction or contamination must, if materially possible, remediate such damage. Pursuant to Article 4 of Law No. 16,466 “Prevention and Assessment of Environmental Impact,” in the case of irreversible damage, the party must take all necessary action to reduce or mitigate such damage, to the extent possible. Uruguay has no criminal environmental penalties with a certain few exceptions, including penalties for introducing of hazardous wastes into Uruguayan territory and poisoning or adulterating water or food. At the administrative level, the Ministry of Housing, Land Management and Environment (Ministerio de Vivienda, Ordenamiento Territorial y Medio Ambiente) determines whether public or private activities comply with environmental regulations. Administrative penalties in cases of non-compliance may result in fines, public disclosure of penalties, temporary or permanent cessation of business or the suspension or cessation of the activities that affect the environment. Genetically Modified Organisms Uruguayan regulations on bio-safety in respect of plants and the genetic modification of plant organisms were enacted in 2008. The regulations require prior governmental authorization for introduction, use and manipulation of plants and genetically modified plant organisms, creating a new institutional structure for such purposes. Soil Usage - 39 -

Pursuant to the ruling on responsible use and appropriate management of soil for farming production, land users must file a management plan with the Ministry of Fishing, Agriculture and Livestock. Such plan must show that the production system ensures a tolerable level of erosion taking into account the soil used, crop sequencing and management practices. In addition, the ruling expressly enumerates inappropriate practices in soil and water management, specifically in cases of direct sowing or plowing and in all general circumstances. In addition, the ruling establishes the obligation to adopt measures to recover eroded or degraded soil in all cases, regardless of the severity of such degradation or erosion. The obligation to recover eroded soil implies the joint and several liability of the landowner and the land user for applicable sanctions. Foreign Direct Investment Uruguay has positioned itself as a trustworthy and attractive destination for foreign investors, due to its favourable investment climate and promising macroeconomic performance. According to Uruguay XXI, foreign direct investment inflow reached US$2,731,000,000 in 2014, which was up 78.6% from 2009. Uruguay has a legislative framework that ensures equal treatment of foreign and local investors and foreign access to all economic sectors. The legislative framework promotes and protects investments made by national and foreign investors as to be in the nation’s interest. The incentives for investments are available for both. Furthermore, and under the Investment Law No. 16,906 dated January 20, 1998 the remittance of profits and repatriation of capital, are guaranteed. Moreover, Uruguay has entered into several relevant treaties with Canada; in particular, Uruguay and Canada entered into the “Acuerdo para el Fomento, Promoción y Protección de Inversiones” on October 29, 1997. Additionally, Uruguay and Canada also entered into the following treaties: (i) “Convenio de Seguridad Social” on June 2, 1999; (ii) “Convenio en materia de Seguridad Social” on October 16, 2001; (iii) “Acuerdo sobre actividades laborales dependientes de miembros de misiones diplomaticas y consulares” on June 16, 2003; and (iv) “Acuerdo por Reciprocidad”, which pertains to visas, on June 16, 2003. Exchange Regulation Since 1973, there have been no exchange control policies in effect in Uruguay. The Uruguayan exchange market operates under complete freedom of transaction and holdings in currency and metals. There are no legal obstacles to commercial or financial agreements being drawn up in a foreign currency. Legal enforcement of contracts may be made either in local currency or in the foreign currency originally agreed upon by the parties. Anti-Money Laundering Uruguayan Law 17,016 (as amended by other laws) was the first regulation that categorized money laundering as a crime. Subsequent laws, together with central bank regulations, have complemented the anti-money laundering framework in Uruguay. In particular, Laws, 19.484, 19.574 and 19.749 enacted recently, have strengthened the anti-money laundering regime. In 2000, the Banco Central del Uruguay (“BCU”) created the Unidad de Información y Análisis Financiero, or the UIAF, an agency of the BCU responsible for analyzing and responding to reports of transactions suspected of being linked to money laundering. Money laundering involves the exchange, transfer, management, sale or any other use of monies or other assets that are the product of criminal activity by a person who did not participate in such crime, with the possible result that such monies or assets have the appearance of having been obtained through a lawful activity. - 40 -

Uruguayan Law 19.574 and BCU regulations provide that all individuals or companies under BCU’s control must (pursuant to the terms established by decree number 379/2018, which regulates law number19.574) report (i) unusual transactions within their respective activities that do not have economic or legal justification or have unjustified complexity and (ii) financial transactions involving assets that are suspected to be illicit. The anti-money laundering legal framework also provides a list of entities subject to information and control duties, such as casinos, real estate agents and investment advisors, among others. Taxes The following is a summary of the material Uruguayan tax considerations relating to the Issuer’s operations in Uruguay and is based upon laws, regulations, decrees, rulings, administrative practice and judicial decisions in effect as of the date of this prospectus. Legislative, judicial or administrative changes or interpretations may, however, be forthcoming. Any such changes or interpretations could affect the tax consequences to Uruguayan taxpayers, possibly on retroactive bases, and could alter or modify the statements and conclusions set forth herein. All current tax legislation is a matter of public record and the Issuer is unable to predict which additional legislation or amendments may be enacted. This summary does not purport to be a legal opinion or to address all tax aspects that may be relevant to a taxpayer in Uruguay. Income Tax on Economic Activities Uruguayan source income obtained by legal entities resident for tax purposes in Uruguay and by permanent establishments of non-resident entities is subject to the Corporate Income Tax (the “IRAE”) at the rate of 25%. Taxable income is determined according to IRAE regulations. As a general rule, expenses can be deducted only if they constitute income for the other party (resident or non-resident) subject to corporate (IRAE) or individual income tax (“IRPF”) non- resident income tax (“IRNR”) or under any form of tax imposed on income in the foreign country. In case of expenses corresponding to personal services rendered in a dependent relationship that generate income taxable by IRPF, these expenses will be only deductible if they are subject to social security taxes. If the expenses incurred qualify as taxable income by individual tax or IRNR for the counterparty, the deduction will be limited by applying the ratio between the tax rate for those earnings and the IRAE tax rate corresponding to the expense. In case of income levied by IRPF deriving from capital (capital returns or capital gains), or income taxable by IRNR, the deduction shall be limited to the 48% (which results from the proportion between the IRPF and IRNR rate applicable in the referred cases (12%), and the IRAE tax rate (25%)). The exception to this principle are labour gains, which can be deducted in a 100%, whether in a dependant or not dependant relationship. When the expenses are incurred abroad, deduction could be up to 100% if the taxation rate on this income exceeds or equals 25%. In case the income tax rate abroad is less than 25%, the percentage to be applied to deduct the expense shall be the one resulting from dividing the rates. Moreover, if the expenses incurred abroad are levied by IRNR for the counterparty, and also have a tax imposition abroad, the percentage to be applied to deduct the expense shall result from dividing the IRNR tax rate and the tax rate applicable abroad under the IRAE tax rate. Notwithstanding, the deduction shall never exceed 100% of the expenses. Losses incurred during any fiscal year may be carried forward and set off against taxable income obtained during the following five fiscal years. - 41 -

Non-Resident Income Tax Uruguayan source income obtained by non-resident individuals or entities is subject to the Non- Resident Income Tax (the “IRNR”), at the rate of 12%. Payments from IRAE taxpayers to foreign residents (i.e., fees, interest, etc.) are subject to IRNR withholding. Under certain circumstances, technical services rendered outside of Uruguay for the benefit of IRAE taxpayers are deemed to be of Uruguayan source and, therefore, subject to IRNR. The sale, exchange or other disposition of shares of Uruguayan companies by non-residents is subject to IRNR. The taxable income is determined on a national basis as 20% of the sale price, which is subject to a 12% tax rate and an effective tax rate of 2.4% over the sale price. Net Worth Tax Net Worth Tax, or the IP, is levied at the rate of 1.5% on the net worth of Uruguayan entities located in Uruguay, including all assets located, placed or used economically in Uruguayan territory minus a short list of liabilities prescribed by law, which includes loans from local banks, certain debts with goods and services providers and import balances. Additionally, IRAE taxpayers must withhold Net Worth Tax at a rate of 1.5% on debts outstanding with legal non-resident and individuals entities on December 31 of a particular fiscal year, with the exception of deposits, loans and import debts. Net Worth Tax Surcharge Net Worth Tax Surcharge, or the Sobretasa al IP, only applies to rural landholdings in Uruguay, valued by an appraisal set by the Uruguayan Properties Registry, minus a short list of liabilities prescribed by law, which includes loans from local banks, certain debts with goods and services providers and import balances. Tax rates are progressive; for landowners whose rural properties exceed US$17 million, the tax rate is 1.5%. Value Added Tax Value Added Tax, or VAT, is levied on the domestic circulation and importation of goods, on the provision of services and on the value added over real property under works by means of administration performed by those who are not IRAE taxpayers within the Uruguayan territory at the general rate of 22%. However, for a limited number of basic needs, products and services, a lower rate of 10% applies. The sale of certain farming products is “zero-rated”, which means that VAT is not charged on the sale of such products. In addition, there is a refund of the VAT that is included in the purchase of goods and services that directly or indirectly form part of the cost of production of farming products. The export of goods and certain services is also zero-rated with the same refund explained above. Tax on Dividends Dividends paid on shares of Uruguayan companies to non-resident entities are subject to a withholding tax of 7%. This withholding tax is not applied to the actual amount of dividends distributed, but to an amount equivalent to the taxable income for IRAE. Hence, dividends and profits connected to income non-taxed by the IRAE shall be exempted. This tax is not applicable if dividends are paid in shares unless such shares are redeemed within two years after such share dividend. For capital redemptions, the amount by which the redemption price exceeds the nominal price of the corresponding shares is also treated as a dividend. Finally, dividends - 42 - distributed to a resident for tax purposes in a country with a Double Taxation Treaty on Income and Capital in force with Uruguay may have a different tax treatment. Labour Matters Hiring and Termination of Employment Uruguayan law does not place any restrictions on the hiring of employees and foreign individuals may be hired freely, provided that such foreign individuals must obtain the proper immigration status. To that end, such foreign individuals must apply for the Temporary Identification Card (Hoja Provisoria) or legal permanent residency, if they remain in Uruguay for a period greater than or less than 180 days, respectively. Under the framework of equal rights and treatment for foreign employees, Law 18,250 specifies that foreign employees must receive the same treatment and working conditions as Uruguayan employees. A company may hire staff for an indefinite period or provide that the contract is for a certain period according to its operational needs (e.g., probationary contract, contract for harvest, etc.). Under Uruguayan labour laws, an employer may terminate employment without cause and without notice, but the terminated employee is entitled to receive an amount specified by law as severance compensation. Workers’ compensation is calculated on the basis of seniority and salary of the employee in question, up to a maximum of six months of salaries (in the case of employees paid monthly) or 150 days of wages (in the case of a labourer). A company is not obligated to pay compensation if the company has evidence that the employee has committed an act of “gross misconduct,” or if the termination resulted from the expiration of a labour agreement between the parties. However, if a fixed term labour contract is terminated by the employer before the expiration of it term, the employee is entitled to claim the lost wages, meaning the salaries that the employee would have received until the completion of the contract term. However, if the dismissal was grounded on discrimination by reason of birth, race, sex, religion, belief or any other personal or social reasons, the dismissal could be deemed as a special dismissal and the employer may be sanctioned to pay double or triple severance, depending on the circumstances. Severance pay for a special dismissal aims to compensate the pain and suffering of the terminated worker. Generally, a terminated employee does not have a right to reinstatement; compensation for special damages is made by monetary payment in the form of abusive or special severance pay. The only exception to this general principle is for dismissals that are based on union status. In most cases, a terminated employee would not be entitled to moral damages. However, under exceptional circumstances, the courts have ordered an additional payment of moral damages. For example, moral damages may be given in cases of contemptible treatment where the relationship between the employer and the employee is akin to slavery. The law provides for other special protections with respect to the dismissal of employees who have suffered a workplace accident, injury or an occupational illness, pregnant employees or those that have recently given birth. In each of these cases, Uruguayan law sets forth a protective period and special compensation if the employee is dismissed during that period. Salaries In Uruguay, the Consejo de Salarios, or the Board of Salaries, fix the minimum wages that must be paid by an employer. The Board of Salaries is tripartite and is composed of representatives of the government, the employer’s chambers and labour unions. The main function of the Board - 43 - of Salaries is to fix minimum wages, mandatory salary increases and labour benefits for private workers according to the type of activity performed by the employer. Working Hours and Overtime Under Uruguayan labour legislation, employees devoted to agriculture activities may work up to eight hours per day and six days per week, for a total maximum of 48 weekly hours. Employees in the administrative and commercial sector may work up to eight hours per day from Monday to Friday, and four hours on Saturdays, for a total maximum of 44 weekly hours. Any time worked exceeding the fixed limit is considered overtime and the employee is entitled to charge the hours worked at their regular hourly wage plus a surcharge of 100%. When an employee works during a holiday or days that are not business days, a surcharge of 100% is applied to their hourly wage, and in case employees work overtime during a holiday or days that are not business days, a surcharge of 150% is applied to their hourly wage. Certain categories of employees are excluded from the protection of such provisions, whereby they are not entitled to overtime payment. These categories include senior staff, college educated employees, and qualified employees that are highly skilled in order to fulfill their duties. Vacation Law 12,590 provides that an employee is entitled to 20 vacation days for every full year of employment. Vacation leave is accrued during the calendar year, and must be taken within the following year. An employee who has not worked during a full calendar year is still entitled to benefit from their vacation in the following year to the extent they have accrued it in the period ending on December 31 of the prior year. As a general rule, vacation days shall be taken in only one period, but upon agreement between the company and its employees, it may be taken in periods of not less than 10 days each. An employee with five years of seniority in a company is entitled to an additional vacation day for every additional four years of seniority in the company. Pursuant to Law 16,101, private sector employees shall be paid an amount equal to 100% of their daily net wages for their period of vacation, which amount must be paid prior to the beginning of their vacation. The net wage is calculated based on all salary items and benefits, both in cash or in kind, that are received by the employee, including compensation, overtime pay, additional incentives and bonuses. Annual Bonus Uruguayan companies are legally obligated to pay all employees, including executives, an annual bonus equal to one-twelfth of all wages paid in cash by the employer between December 1 and November 30 of the following year. The benefit is paid in two instalments: the first, before June 30, and the second, before December 20. Social Security Contributions Uruguayan legislation provides that social security must be financed from contributions made by employees and employers. As a result, most benefits received by employees derived from employment, including salaries and paid vacation, are subject to Social Security Contributions, or SSCs. Pursuant to Law 16.713, the following contributions are levied by SSCs: - 44 -

1. Employee Contributions. Employee SSCs are deducted from the nominal salary paid to the employee. The employer is responsible for retaining SSCs from the employee’s salary and for remitting it to the Banco de Previsión Social, or BPS, which is Uruguay’s social security authority. An employee’s SSCs may be from 18,125% to 23,125% depending on their family dependents. 2. Employer Contributions. Employers must pay a contribution equal to 12.625% of the employee’s nominal salary to the BPS. 3. Individual Income Tax. Uruguayan resident workers are subject to an annual income tax on their salaries. It is the responsibility of the employer to withholding income tax and remit it to the Dirección General Impositiva, which is Uruguay’s taxing authority. 4. Accidental and Health Insurance. According to Law 5,032 and Law 16,074, employers must provide occupational accidental and occupational health insurance from the Banco de Seguros del Estado, or the State Insurance Bank. Time Limits for Claims Pursuant to Law 18.091, an employee has one year from the date of last employment to bring a labour claim to court. An employee may extend such term for an additional year by presentation before the Ministry of Labor and Social Security. Damages are limited to losses suffered by an employee during the five years prior to termination Trends Management of the Issuer believes that a number of trends in the cannabis industry that create a favourable environment in Uruguay. Management of the Issuer believes that the additional medical research is likely to expand the market applications for medicinal cannabis. Industrial applications of hemp for edibles are increasingly being developed everyday as new investment and consumer interest finds its way into this segment. There is also an increasing number of jurisdictions, apart from Uruguay, that are legalizing or discussing legalization of the use of cannabis for medicinal and/or recreational purposes. A number of new companies have entered the market in recent years and the Issuer believes that as a low-cost producer, it will be well positioned and have an advantage to be part of each new market by exporting its cannabis products or exploring new market development options, where lawful.

Licenses

On December 15, 2017, IRCCA granted to Medic Plast the License to industrialize cannabis and its derivatives with the following characteristics: 1. To import up to 160 kilograms of raw material "cannabis sativa extract L 5% CBD with THC less than 0.2%. 2. To formulate and industrialize a pharmaceutical specialty with 2% cannabidiol as well as all activities related to the authorized project. 3. A term of one year, with an option to renewal at least 90 days prior to the date of expiration. - 45 -

4. The production of the pharmaceutical specialty may be: (i) marketed in Uruguay pursuant to registration certificate and authorization of sale of the Ministry of Public Health number 45.276 for “Epifractán 2% solution”; and (ii) exported, pursuant to the requirements of the applicable public authorities. 5. For the development and execution of the products regulated by the License, Medic Plast may invest up to the sum of US$50,000, with an option to increase such amount with the prior approval of IRCCA. 6. The annual cost of the License is 50,000 indexed units (or approximately US$6,300) and must be paid prior to the granting of the License and any renewals. Failure to pay will result in suspension of the License. 7. The License is non-transferable and any modification to the License must be approved by IRCCA 8. Medic Plast keep a record of entry and exit of all individuals to the facility to which the License applies. 9. Medic Plast is solely responsible for the risks and obligations incurred during all activities associated with the License, and must hold IRCCA harmless from any type of debt or claim arising from any such activity. On March 21, 2018, the License was modified as follows: 1. The ability to acquire up until the end of 2018 of up to 320 kilograms of raw material cannabis sativa L 5% CBD (sum of CBD and CBDA) with THC (sum of THC and THCA) less than or equal to 0.2%. 2. The ability to acquire during 2018 up to 390 kilograms of raw material extract of cannabis sativa L 5.0% CBD (sum of CBD and CBDA) with THC (sum of THC and THCA) less than or equal to 0.2%. 3. The ability to formulate and industrialize a pharmaceutical specialty with 5% cannabidiol as well as all related activities necessary for the execution of the authorized project. 4. The acquisition of up to 40 kilograms of crystal CBD raw material (Nioskin CBD1 Crystal) in 2018. 5. The ability to produce and commercialize in Uruguay of Epifractan 2%, Epifractán 5% and Cannabipiel BIOSET, including and the exportation of such products. 6. In respect of the execution and development products regulated by the License, Medic Plast may invest: (i) up to US$200,000 for the manufacture of Epifractán 2%; (ii) up to US$275,000 for the manufacture of Epifractán 5%; and (iii) up to US$20,000 for the manufacture of cannabipiel. On December 5, 2018, IRCCA renewed the License for a period of one year, modifying the original License and authorizing Medic Plast to: 1. Acquire during 2019 up to 320 kilograms of raw material cannabis sativa L 5% CBD (sum of CBD and CBDA) with THC (sum of THC and THCA) less than or equal to 0.2%. - 46 -

2. Acquire during 2019 of up to 390 kilograms of raw material extract of cannabis sativa L 5.0% CBD (sum of CBD and CBDA) with THC (sum of THC and THCA) less than or equal to 0.2%. 3. Acquire up to 40 kilograms of raw material crystal CBD (Nioskin CBD1 Crystal) for the production of cannabipiel cosmetic cream in 2019. On March 15, 2019 Medic Plast paid the annual fee to IRCCA for the 2019 period.

Enforcement of Legal Rights

The Issuer is incorporated under the federal laws of Canada. The Issuer’s business operations are primarily located in Uruguay. The Issuer’s registered office is in Canada and its head office is in Uruguay. All of the Issuer’s assets are located outside of Canada. Furthermore, the majority of the Issuer’s directors and officers reside outside of Canada and a substantial portion of their assets are located outside of Canada. As a result, shareholders may not be able to effect service of process within Canada upon certain of the Issuer’s directors or officers or to enforce against certain of the Issuer’s directors or officers in Canadian courts predicated on Canadian securities laws. Likewise, it may also be difficult for a shareholder to enforce judgments obtained against these persons in courts located in jurisdictions outside of Canada, in Canadian courts. It may also be difficult for a shareholder to bring an original action in a Uruguayan or other foreign court predicated upon the civil liability provisions of Canadian securities laws against the Issuer or these persons.

Judgments of Canadian courts based upon the civil liability provisions of Canadian securities law may be enforceable against the Issuer in Uruguay. As a first step, recognition and enforcement of a foreign judgment requires that a special proceeding (called Exequatur) be filed before the Supreme Court of Justice in Uruguay. Under no circumstances will Uruguayan courts or the Supreme Court of Justice in Uruguay consider the substantive matters or the merits of the case; instead, such courts will only consider compliance with respect to legal formalities. A final and conclusive monetary judgment for a definite sum obtained against the Issuer in Canadian courts would be recognized by the courts in Uruguay, provided that:

(a) the judgment complies with the formalities for enforceability under the laws of the country where it was issued;

(b) the judgment has been translated into Spanish by a Uruguayan public translator and has been duly legalized;

(c) the judgment has been issued by a competent court (according to its applicable laws) after valid service of process under the law of such court, other than in the case where Uruguayan courts consider that they have “exclusive jurisdiction” over the subject;

(d) the defendant was duly notified of the claim and allowed to present its defence (due process);

(e) the judgment is a final judgment and not subject to any further appeal (res judicata); and

(f) the judgment is not contrary to Uruguayan public policy.

Additional procedural steps must be taken before the Supreme Court of Justice in Uruguay with respect to enforcement of a foreign judgment, which include the following: - 47 -

(a) the party against whom the enforcement is requested must be notified;

(b) the defendant may submit formal defences within a 20 period, but it is prohibited from discussing the merits of the judgment;

(c) the Uruguayan State’s Attorney must give an opinion stating whether the recognition should proceed or not;

(d) the Supreme Court of Justice in Uruguay must issue its final decision, which is not subject to appeal, either approving or rejecting the recognition of the judgment; and

(e) if the judgment is recognized by the Supreme Court of Justice in Uruguay, then its holder can proceed with its enforcement before a Uruguayan First Instance Court and file a summary action against the Issuer requesting the attachment and the auction of any assets located in Uruguay or any other measure dealing with the enforcement of the judgment.

Emerging Market Disclosure

The following section is prepared with regard for OSC Staff Notice 51-720 - Issuer Guide for Companies Operating in Emerging Markets.

Business and Operating Environment

 What role does the foreign government and regulatory authorities have in the foreign operations? Each of Medic Plast and Yurelan are incorporated pursuant to the laws of the Uruguay and are subject to the corporate laws of Uruguay. Medic Plast and Yurelan operate in Uruguay and are subject to the legal framework pertaining to the manafucture, development and sale of cannabis and cannabis-derived products. Each of Medic Plast and Yurelan operate in accordance with the prescribed laws in the jurisidcitions in which they operate. For more information please refer to the sections entitled “Legal and Regulatory Trends” and “Carrying on Business in Uruguay” in this Listing Statement.

 Have restrictions or conditions been imposed, or can they be imposed, by the foreign government and regulatory authorities on the company's ability to operate in the foreign jurisdiction? To the knowledge of management of the Issuer, Medic Plast and Yurelan, no restrictions or conditions have been imposed by the government of Uruguay and applicable regulatory authorities on the ability of Medic Plast or Yurelan to operate in Uruguay. For more information please refer to the sections entitled “Legal and Regulatory Trends” and “Carrying on Business in Uruguay” in this Listing Statement.

 Who in the company manages the relationship with the foreign government and regulatory authorities? Jackie Burnett, the proposed CEO and a director of the Issuer, is primarily responsible for managing Medic Plast’s and Yurelan’s relationship with the Uruguyan government and regulatory authorities. For more information please refer to the sections entitled “Legal and Regulatory Trends” and “Carrying on Business in Uruguay” in this Listing Statement.

 What is the legal environment of the foreign jurisdiction? How does the legal system operate and how may it impact the company? The legal system of Uruguay is a civil law system, with public law based on the 1967 Constitution, amended in 1989, 1994, 1997, - 48 -

and 2004. The Constitution of Uruguay declares Uruguay to be a democratic republic, and separates the government into three equal branches: executive, legislative and judicial. Uruguay’s has experienced general political and economic stability for many years and the Issuer does not expect the legal system in Uruguay to negatively impact its operations. For more information please refer to the sections entitled “Legal and Regulatory Trends” and “Carrying on Business in Uruguay” in this Listing Statement.

 What regulatory requirements is the company or its business or operations subject to in the foreign jurisdiction? For more information regarding the legal framework regarding Cannabis in Uruguay, please see the heading “Cannabis Legalization Framework” in this Listing Statement. For more information please refer to the sections entitled “Legal and Regulatory Trends” and “Carrying on Business in Uruguay” in this Listing Statement.

 Does the board have access to relevant expertise to ascertain the political, legal and cultural realities of the jurisdiction where the company's principal business operations are located, and the impact they may have on the company's business or operations? The board of directors of each of Medic Plast and Yurealn has engaged professional advisors (legal, financial, and technical) with the relevant expertise to provide assistance in the political, legal and cultural realities in Uruguay. The board of directors of the Issuer will continue to have access to those professional advisors and may seek additional advisors in any new jurisdiction in which the Issuer may operate in the future. For more information please refer to the sections entitled “Legal and Regulatory Trends” and “Carrying on Business in Uruguay” in this Listing Statement.

 What are the banking customs in the foreign jurisdiction? How do they differ from Canadian customs? Like Canada, the banking system in Uruguay is generally sound and has good capital, solvency, and liquidity ratios. Profitability, in a context of low international interest rates and low demand for credit, is a problem. Uruguay’s financial sector currently consists of one government-owned commercial bank (Banco de la Republica) and one government-owned mortgage bank (BHU). Government-owned banks have traditionally held a major share of the banking market. The market has foreign banks, cooperatives, offshore banks, external financial institutions, credit administrators, foreign exchange houses and financial service companies. The largest bank is the government-owned Banco de la Republica, which accounts for over 40 percent of total credits and deposits. Long-term banking credit has traditionally been difficult to obtain. Foreign investors can access credit on the same market terms as nationals. The financial sector in Uruguay is open to foreign participation and is sustained by a transparent supervisory and regulatory system. A severe banking crisis in 2002 put the entire system under risk, but proper management allowed the system to get back on track, the crisis was overcome thanks to timely U.S. and IMF support. After the crisis Uruguay reformed its Central Bank’s charter and enhanced its regulatory and supervisory roles. At present the local banking sector is sound, as it was mostly unaffected by the 2008-2009 global financial crisis. For more information please refer to the sections entitled “Legal and Regulatory Trends” and “Carrying on Business in Uruguay” in this Listing Statement.

 Are there any restrictions on the company's ability to transfer and/or verify the existence of funds in bank accounts located in foreign countries? To the knowledge of management of the Issuer, there are no restrictions on the company’s ability to verify the existence of funds in bank accounts located in foreign countries. Uruguay does not apply foreign exchange controls. For more information please refer to the sections entitled - 49 -

“Legal and Regulatory Trends” and “Carrying on Business in Uruguay” in this Listing Statement.

 What are the impacts of local laws and customs on ownership and rights to property? The Issuer is not aware of any restrictions on the ownership of property which might impact its business and operations. For more information please refer to the sections entitled “Legal and Regulatory Trends” and “Carrying on Business in Uruguay” in this Listing Statement.

 Who are the major suppliers and customers? How did the company establish relationship with them? Are these entities, or their executive officers or directors, related to the company or its officers? Medic Plast products are both developed internally and manufactured abroad and formulated in Medic Plast’s laboratories that include raw materials pre-fabricated by third party providers (none of which are related parties of Medic Plast) and shipped to Medic Plast’s facilities where sterilization processes are conducted in-house, prior to final shipment to hospitals, clinics and authorized pharmacies. Yurelan is currently in the proceess of setting up its cultivation facilities. Both Medic Plast and Yurelan anticipate establishing relationships with its customers through the work of its internal team or with the assistance of its joint venture partners in the future.

 How frequently do Canadian board members and management visit operations in the foreign jurisdiction? Following completion of the Business Combination, it is anticipated that the Issuer’s Canadian board members will visit Medic Plast and Yurelan’s operations at least once per year. Medic Plast and Yurelan’s management team amd board of directors all currently reside in Uruguay. It is also expected that the Issuer’s Uruguyan resident management and board will visit Canada regularly following thec omepltion of the Business Combination.

 Where are the company's books and records located and are there any access restrictions? Medic Plast and Yulrean maintain a registered and head office in Montevideo, Uruguay. Where its books and records are located. Shareholders of Medic Plast and Yurelan may access its financial statements, business reports and audit reports at any time during business hours. Medic Plast and Yurelan’s external auditors have full and free access to books and records of Medic Plast and Yurelan, respectively.

 Will an investor's ability to exercise and enforce statutory rights and remedies under Canadian securities law be impacted by the fact that all or substantially all of the issuer's assets are primarily located in a foreign jurisdiction? Medic Plast and Yurelan will become wholly-owned subsidiaries of the Issuer following the completion of the Business Combination. Since two of the five proposed directors of the Issuer will be resident Canadians, the board has a vested interest in ensuring that their fiduciary duties are carried out in full compliance with Canadian corporate law. Judgments of Canadian courts based upon the civil liability provisions of Canadian securities law may be enforceable against the Issuer in Uruguay. As a first step, recognition and enforcement of a foreign judgment requires that a special proceeding (called Exequatur) be filed before the Supreme Court of Justice in Uruguay. Under no circumstances will Uruguayan courts or the Supreme Court of Justice in Uruguay consider the substantive matters or the merits of the case; instead, such courts will only consider compliance with respect to legal formalities. A final and conclusive monetary judgment for a definite sum - 50 -

obtained against the Issuer in Canadian courts would be recognized by the courts in Uruguay in certain circumstnaces.

Language and Cultural Differences

 Does the composition of the board provide the appropriate level of knowledge and expertise in the language and cultural practices of the emerging market? Jack Burnett, Guillermo Delmonte, Matias Piñeiro, and Dr. Armando Blankleider are all resident in Uruguay and speak fluent Spanish (Dr. Blankeider was born in Argentina and Messrs. Delmonte and Piñeiro were born in Uruguay), and all are fully knowledgeable of Uruguayan cultural practices. Mr. Bajurny, a proposed director of the Issuer, is also conversationally fluent in Spanish.

 Is any board member fluent in the foreign language or does the board have access to an independent translator to overcome any language differences? As noted above, the entire management team is fluent in Spanish, three directors speak Spanish, and all members of the management team and Issuer Board are fluent in English. The Issuer Board will have access to independent translation services to overcome any language differences should they arise.

 How frequently should the board members visit the operations in the emerging market and meet with local management? Two of the five proposed members of the Issuer Board are resident in Uruguay. It is anticipated that at least one board meeting will be held in Uruguay per calendar year.

 Has the board engaged with local management to understand the manner in which business is conducted in the foreign jurisdiction? The Issuer Board will engage with and supervise local management of Medic Plast and Yurelan. All major development, capital expenditure and other significant decisions will be approved by the Issuer Board. The routine administration of Medic Plast and Yurelan will be operated by local management.

 Have the books and records, including key documents such as material contracts or bank documents, been prepared in English or French or appropriately translated? Some forms, applications and banking documents in Uruguay are prepared in both Spanish and English. Any accounting or other key documentation which is prepared solely in Uruguay will be translated into English for provision to the Issuer Board. Three of the proposed directors of Issuer, Jack Burnett, Armando Blankleider and Matthew Bajurny speak Spanish and are able to review the records and key contracts. All the other documents, such as contracts, will be translated into English, and meetings of the Issuer Board will be conducted in English.

 Does the board have access to resources, beyond local management or local directors who are not independent, that can help overcome language and cultural issues? To the extent required, the Issuer will retain a local law firm in Uruguay to provide legal consulting services, to perform due diligence as needed, and to provide full legal verification of the Issuer’s status and property rights in Uruguay.

Corporate Structure - 51 -

 Has the need for a complex structure been carefully assessed by management, including whether the company's objectives could be achieved through a simpler structure? The parties to the Business Combination considered its options with respect to the corporate structure of the Issuer and its subsidiaries, and concluded that ownership of the assets by two Uruguayan entities, is the most practical structure for the operation of the business of Medic Plast and Yurelan.

 Is the company's corporate structure consistent with its business model and the political, legal and cultural realities of the jurisdiction where its principal business operations are located? As Medic Plast and Yurelan’s businesses are primarily carried out in Uruguay, the Issuer’s corporate structure is consistent with its business model and the realities of the jurisdiction in which primary operations will occur, being Uruguay. The directors and management of the Issuer will fulfill their duties as directors and management under the oversight of the board of directors of the Issuer within the Canadian corporate governance framework and with the guidance of Canadian legal counsel, as well as local Uruguayan legal counsel.

 How does the board ensure that information from the local jurisdiction is communicated to the board in a timely manner? There will be a routine report from Medic Plast and Yurelan to the CEO, COO and CFO of the Issuer every month which will be disclosed in the form of Monthly Progress Report on the CSE website. Messrs. Burnett and Delmonte, who are orientated with Canadian corporate governance requirements, will inform and discuss with the Issuer Board should any material events occur.

 Can the Canadian parent company effectively change the board and management of the foreign operating entities? The Issuer will have the ability to change the board and management of the foreign operating entities as the sole shareholder of each of Medic Plast and Yurelan.

 Have the risks associated with the company's corporate structure been identified and evaluated? Does management have appropriate controls in place to address those risks? Risks associated with the Issuer’s proposed corporate structure have been identified and evaluated. It is management’s opinion that the risk is minimal given the regulatory environment in Uruguay, Medic Plast and Yurelan’s operations, and that the CEO of Medic Plast, Dr. Armando Blankleider, will continue to serve as the CEO of Medic Plast and will also serve as director of the Issuer.

Risk Management and Disclosure

 Does the board have a full understanding of the risks facing the company and how those relate to the overall risk appetite of the company? The Issuer Board has a full understanding of the risks facing the Issuer. The Issuer shares similar risks of other early stage cannabis issuers.

 Is there a strategy in place to ensure that significant risks related to operations in the emerging market are identified and managed by the board and management? The Issuer Board will actively communicate with its legal counsel in Uruguay regularly to monitor the political and the legal environment in which its Uruguayan subsidiaries operate. - 52 -

 Does the board regularly engage with management to review and update the risk identification and management strategy? The Issuer Board will have direct access to management of Medic Plast and Yurelan. Going forward, the Issuer Board intends to review and update its risk identification and management strategy on an as-needed basis.

 Does the board ask probing questions and seek confirmations that decisions made by management are consistent with board-approved strategies and the company's overall risk appetite? The proposed Issuer Board will ask probing questions and seek confirmations that decisions made by management are consistent with board-approved strategies and the Issuer’s overall risk appetite.

 Does the board obtain confirmation from management that risk exposures are in compliance with established limits? The Issuer Board will obtain confirmation from management that risk exposures are in compliance with established limits.

 Do board members take appropriate steps to stay informed of key developments that could increase the company's risk exposure in the emerging market? The Issuer Board will take appropriate steps to stay informed of key developments, including the legal, political and regulatory climate of Uruguay, that could increase the Issuer’s risk exposure in Uruguay.

 Has the board established contacts in the foreign jurisdiction that may assist the board in staying abreast of developments that could impact the company's risk exposure and does the board regularly engage with these contacts? The Issuer Board will have direct access to legal counsel in Uruguay as well as management of Medic Plast and Yurelan. The Issuer Board intends to communicate with its legal counsel in Uruguay regularly to stay abreast of developments that could impact the Issuer’s risk exposure.

 Does the board have a clear understanding of the internal controls and processes in place to respond to risk? The Issuer Board will ensure that all members have a clear understanding of the internal controls and processes in place to respond to risk.

 Does the board review how disruptions to business operations caused by political, legal and cultural factors in the emerging market were dealt with by management? The Issuer Board will review carefully how disruptions to business operations that may be caused by political, legal and cultural factors in the emerging market were dealt with by management.

Internal Controls

 What has management done to determine if the company has the proper internal controls in place to address each of the identified risks, in particular the risks associated with operating in an emerging market? Management of the Issuer will ensure the accounting cycle, payroll administration, operational activities, and financial reporting controls to assess internal control risks and to ensure proper internal control is in place.

 What are the deficiencies and weaknesses in internal controls that have been identified? How material are these deficiencies or weaknesses? One of the deficiencies in internal control is the lack of segregation of accounting duties due to the limited size of Medic - 53 -

Plast and Yurelan. However, the threat of this deficiency is considered immaterial as management has taken effective measures to mitigate this weakness.

 What potential risks flow from the identified deficiencies and weaknesses? The potential risk that flows from the identified deficiencies and weaknesses is the risk of potential fraud. However, the risk of fraud is considered low as management has taken measures as stated above to mitigate the potential risk of fraud.

 What are the ways that such deficiencies and weaknesses can be remediated? Management anticipates taking the following measures to mitigate this weakness: (i) all purchase and payment, including payroll, must be authorized by management; (ii) all capital expenditures must be pre-approved by the Issuer Board; (iii) all source documents in Spanish must be translated and scanned for accounting entries and recordkeeping purposes; (iv) the Issuer will maintain a bank account in Toronto, Canada (v) operating funding for Medic Plast and Yurelan will be approved by the Issuer Board; and (vi) bank statements of Medic Plast and Yurelan will be reviewed by the CFO of the Issuer regularly

 Does management have a plan and timeframe for the remediation? Does the plan include immediate/ interim steps to manage the risks that have been identified? Is the timeframe proposed by management reasonable? The Issuer Board expects to schedule a board meeting on or about the closing date of the Business Combination to allow for meetings with local staff and management and review Medic Plast and Yurelan’s operations.

 What is the status of on-going remediation plans? The Issuer Board will establish a corporate governance manual on completion of the Business Combination that will include a whistleblowing policy.

 Are there any interim measures that should be adopted before the remediation is complete? The Issuer Board will continue to monitor the operations of Medic Plast and Yurelan, evaluate the internal controls, and develop measures in the future to mitigate any potential risks and weaknesses.

 What are the auditor's views on the company's internal controls? Audits include a review and evaluation of the design of internal controls of the Issuer, however it does not include an assessment of the operating effectiveness of the Issuer in all cases. Given the relative size of the Issuer, management structure and the nature and volume of the transactions processed, financial and transaction controls were not insufficient to allow the auditor to place a high degree of reliance hereon in the conduct of the audit.

Use of and Reliance on Experts

 Has the company considered the significance of expert's work on the company's operations and the potential impact on the company of an error or inaccuracy in the expert's work? The Issuer expects to regularly rely on the expertise of its professional advisors and consultants and the Issuer Board and management of the Issuer are cognizant of the significance of any expert report or opinion rendered on behalf of the company and the potential impact on the company of an error or inaccuracy in the expert’s work. - 54 -

 What are the expert's credentials? Have background checks on the expert been conducted, including whether the expert is in good standing with its relevant industry organization in the foreign jurisdiction? The Issuer has not engaged any specific experts in relation to the Business Combination and has relied on the advice of Medic Plast and Yurelan’s Uruguayan counsel regarding the implementation of the Business Combination. The Issuer is satisfied that such counsel is in good standing in Uruguay.

 Does the board have systems in place to identify whether the expert is independent of the company, its management, directors, officers, significant shareholders, and other related parties? Management of the Issuer, together with its Canadian legal counsel, will regularly review the independence of its experts through a review of National Instrument 52-110 – Audit Committees and National Instrument 58-201 – Corporate Governance Guidelines.

 Has the company considered differences between local customs and practices in the emerging market compared to Canada, and the adequacy of the rules of professional conduct developed by the professional organization of the expert in the emerging market? The Issuer has considered differences between local customs and practices in Uruguay compared to Canada, and the adequacy of the rules of professional conduct developed by the professional organization of the expert in the emerging market. The Issuer is satisfied that its legal, tax and professional advisors in Uruguay are sufficient for assisting with Medic Plast and Yurelan’s operations.

 Has the company evaluated the level of due diligence exercised by the expert? Was the expert's opinion fully substantiated by accurate facts and thorough analysis? The Issuer has obtained a legal opinion with respect to Medic Plast’s operations, and is also satisfied with the level of due diligence performed by legal counsel in Uruguay in relation to the completion of the Business Combination.

 Is a corroborating opinion (provided by Canadian experts, for example) necessary or desirable? At this time, the Issuer has not felt it necessary to obtain a corroborating opinion from Canadian counsel.

Oversight of the External Auditor

 Does the auditor have a presence or affiliation in the jurisdiction in which the company's overseas operations are located? The Issuer’s external auditor MNP LLP is part of Praxity International. The local affiliate firm is Mazars Uruguay. Mazars is an international firm of 300 offices in 89 countries. In addition, MNP LLP has audited several Uruguayan-based cannabis companies. MNP LLP has utilized RSM Uruguay, a member of RSM International to work under MNP LLP. The Issuer specifically engaged MNP LLP based on their experience advising companies in Latin America.

 Do any members of the audit team have the language, skills relevant to, and cultural knowledge of, the local jurisdiction? Engagement will be led by Maruf Raza, Partner at MNP LLP. Mr. Raza is one of the public company and cannabis leads at MNP LLP. In addition, Mr. Raza has worked with several Latin American clients, including in the cannabis sector, as well as in Colombia. Mr. Raza is currently audit partner on several Uruguayan and Colombian cannabis companies, and has also worked in several other - 55 -

Latin American jurisdictions outside of cannabis sector. MNP LLP also has a dedicated Latin American desk. The lead audit managers, Jose Romero and Luis Ontiveros, are fluent in Spanish, and who have also worked extensively in Latin America. In addition, MNP LLP has several other team members who are fluent in Spanish. RSM Uruguay and Mazars Uruguay will be used to supplement Canadian staff, and have been working with MNP LLP on several cannabis clients. MNP LLP has used both firms in the path and can vouch for the quality of their work.

 Does the auditor have sufficient experience in the accounting and tax rules of the foreign jurisdiction? See response above with respect to experience.

 Does the auditor understand the risks and challenges facing the emerging market issuer, and does it have sufficient appropriate audit procedures to address them? Yes, the auditor works extensively in Latin American markets.

 What are the responsibilities of the domestic auditor versus the component auditor? A component auditor under CAS 600 will not be used. The local audit team will roll into the MNP LLP team so that MNP LLP will exercise direct control over the local staff.

 How does the domestic audit team oversee the component audit team? Not applicable as a component auditor is not engaged in the audit.

 How can the audit committee ensure that it has sufficient access, directly or indirectly, to the component audit team to discharge its external auditor oversight responsibility? Senior members of local audit team will interface as part of the MNP LLP team with key management and the audit committee.

Outstanding Asset-based Securities This information is not applicable to the Issuer. Mineral Projects This information is not applicable to the Issuer. Oil and Gas Operations This information is not applicable to the Issuer. 5. SELECTED CONSOLIDATED FINANCIAL INFORMATION As the Issuer will be formed as a result of the Business Combination it does not have historical financial statements presented on a consolidated basis. The following table provides a brief summary of available pro-forma financial information of the Issuer as of June 30, 2019 and should be read in conjunction with the Issuer Pro-Forma Financial Statements attached hereto as Schedule F:

Issuer Pro Forma (unaudited) as at June 30, 2019

Total Revenues $2,882,974

Total Assets $46,634,145 - 56 -

Total Long-Term Liabilities $1,104,385

Cash Dividends Declared Per Share Nil

In addition, the following table summarizes selected pro-forma consolidated financial information for the Issuer as at June 30, 2019 and should be read in conjunction with the MTC Financial Statements, the Medic Plast Financial Statements, the Yurelan Financial Statements, the Ramm Financial Statements, and the Issuer Pro-Forma Financial Statements attached hereto as Schedules B, C, D, E, and F respectively.

MTC (audited) Medic Plast Yurelan Ramm Pro Forma Issuer Pro as at June 30, (unaudited) as (audited) (audited) as Adjustments ($) Forma 2019 ($) at April 30, as at at June 30, (unaudited) as 2019 ($) April 30, 2019 ($) at June 30, 2019 2019 ($) (US$)

Current Assets 3,541,064 3,824,699 4,162 36,160,143 (102,695) 43,427,373

Total Assets 3,541,064 5,646,623 4,162 38,733,271 (1,290,975) 46,634,145

Current 2,937,897 6,039,454 78,101 2,550,026 (3,137,218) 8,468,260 Liabilities

Long-Term Nil 1,131,274 Nil 3,732,321 (3,759,210) 1,104,385 Liabilities

Shareholders’ 603,167 (1,524,105) (73,939) 32,450,924 5,605,453 37,061,500 equity (deficit)

Dividends

The Issuer does not intend, and is not required, to pay any dividends on the Issuer Shares. Any decision to pay dividends will be made on the basis of the Issuer’s earnings, financial requirements and other conditions existing at the time. See Section 17 – “Risk Factors”. Foreign GAAP The financial statements included in this Listing Statements have been, and the future financial statements of the Issuer shall be, prepared in accordance with IFRS. 6. MANAGEMENT’S DISCUSSION AND ANALYSIS MTC’s annual Management’s Discussion and Analysis (MD&A) for its most recent fiscal year ended June 30, 2018 has been posted and is accessible at www.sedar.com and is attached to this Listing Statement as Schedule G. Each of MTC’s interim MD&A have been posted and are accessible at www.sedar.com. Each MD&A for the said fiscal periods is specifically incorporated into and forms an integral part of this Listing Statement, and should be read in conjunction with the MTC Financial Statements and the notes thereto for the corresponding time periods. The MD&A for the most recent fiscal periods ended for each of Medic Plast, Yurelan and Ramm is attached to this Listing Statement as Schedules H, I and J, respectively, and should be read in conjunction with the Medic Plast Financial Statements, the Yurelan Financial Statements and the Ramm Financial Statements, including the notes thereto for the corresponding time periods, respectively. - 57 -

7. MARKET FOR SECURITIES The Issuer Shares are not listed on any exchange or market. The CSE has conditionally approved the listing of the Issuer Shares subject to the Issuer satisfying all conditions for listing. 8. CONSOLIDATED CAPITALIZATION The following table sets forth the capitalization of the Issuer after giving effect to the Business Combination:

Outstanding as at the date hereof (after giving effect to the Designation of Security Authorized Business Combination)

Issuer Shares Unlimited 100,722,552 Issuer Finder Warrants(1) N/A 2,409,786 Issuer Options(2) N/A 4,130,000 Notes: (1) Comprised of: (a) 840,000 Ramm Debenture Finder Warrants issued in connection with the Convertible Debenture Offering, with each warrant exercisable for one Issuer Share at an exercise price of $0.50 for 24 months from the completion of the Business Combination; and (b) 128,535 MTC Subscription Receipt Finder Warrants and 1,441,251 Ramm Subscription Receipt Finder Warrants issued in connection with the Subscription Receipt Financing, with each warrant exercisable for one Issuer Share at a price of $1.35 from the completion of the Business Combination. (2) See section 9 “Options to Purchase Securities”.

9. OPTIONS TO PURCHASE SECURITIES In connection with the Business Combination, the Issuer adopted the Issuer Option Plan, on the terms set out below. The Issuer Option Plan was approved by shareholders of MTC on September 26, 2019. A brief summary of the Issuer Option Plan is set out under Section 15 – Executive Compensation. The Issuer Option Plan provides that other terms and conditions may be attached to a particular Issuer Option at the discretion of the Issuer. It is expected that, immediately following the completion of the Business Combination, the following options will be issued and outstanding under the Issuer Option Plan:

Category Number of Issuer Options Exercise Price per Expiry Issuer Share ($) Date

All executive officers and directors of 4,000,000 0.16 the Issuer Five Years from Closing Date 100,000 1.35

All other employees of the Issuer Five Years from 30,000 1.35 Closing Date

Total 4,130,000

Issuer Finder Warrants The following table summarizes the Issuer Finder Warrants issued and outstanding following completion of the Business Combination. - 58 -

Compensation Option Holder Number of Exercise Price Expiry Compensation Options

PowerOne Capital Markets Ltd. 840,000(1) $0.50 24 Months from the completion of the 1,441,251(2) $1.35 Business Combination 128,535(3) $1.35 Notes: (1) Ramm Debenture Finder Warrants issued under the Convertible Debenture Offering. (2) Ramm Subscription Receipt Finder Warrants issued under the Ramm Offering. (3) MTC Subscription Receipt Finder Warrants issued under the MTC Offering.

10. DESCRIPTION OF SECURITIES Issuer Shares

Upon Completion of the Business Combination, the post-Reorganization MTC Shares will be the Issuer Shares. The authorized capital of the Issuer shall consist of an unlimited number of Issuer Shares. Holders of Issuer Shares are entitled to dividends, if, as and when declared by the Issuer Board, to one vote per share at meetings of shareholders of the Issuer and, upon dissolution, to share equally in such assets of the Issuer as are distributable to the holders of Issuer Shares. After giving effect to the Business Combination, there will be 100,722,552 Issuer Shares issued and outstanding.

Miscellaneous Securities Provisions 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 Issuer. Prior Sales The following table summarizes the issuances of securities of MTC and Ramm in the 12 months preceding the date of this Listing Statement.

Issuer Date of Issuance Number and Type of Securities Issuance Price Details of the Per Security ($) Issue

Ramm March 26 and 28, 2019 $7,000,000 of convertible secured Integral multiples of Private Placement debentures $0.50 Ramm April 24, 2019 4,000,000 stock options N/A(1) Option Grant Ramm May 14 and 22, 2019 24,020,854 Ramm Subscription Receipts $1.35 Private Placement MTC May 16, 22, and 23, 2019 2,142,255 MTC Subscription Receipts $1.35 Private Placement Note: (1) Each option has an exercise price of $0.16, and the options expire on the earlier of: (i) the date that is five (5) years from the Closing Date; (ii) April 24, 2029; and (iii) 90 days after the grantee is no longer an eligible grantee of Ramm. - 59 -

In connection with the completion of the Business Combination, and prior to the commencement of trading of the Issuer Shares on the CSE, the Issuer intends to grant Issuer Options to purchase an aggregate of up to 4,130,000 Issuer Shares to the Issuer’s non-executive directors and to certain officers and employees at an exercise price equal to the issue price of the Subscription Receipts, representing less than one percent of the equity of the Issuer on a post- Business Combination basis. Stock Exchange Price The MTC Shares are not publicly listed for trading on any stock exchange or market.

11. ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER The provisions of National Policy 46-201 – Escrow for Initial Public Offerings (“NP 46-201”), relating to the escrow of securities held by principals of issuers, is not applicable where the issuer qualifies as an “exempt issuer”. As the Issuer will have a market capitalization, following the completion the Business Combination, of at least $100 million, the Issuer is an exempt issuer, as defined in NP 46-201. The Issuer has received confirmation from the CSE that the Issuer’s securities are not expected to be escrowed pursuant to NP 46-201. Accordingly, as at the date of this Listing Statement, there are no securities of the Issuer expected to be subject to statutory escrow restrictions. Contractual Lock-Ups Certain holders of Issuers Shares holding an aggregate of 59,820,000 Issuer Shares have entered into lock-up agreements (the “Shareholder Lock-Ups”). Pursuant to the Shareholder Lock-Ups, such shareholders may not sell, transfer, pledge or otherwise dispose of any Issuer Shares held thereby for a period of 24 months following the completion of the Business Combination without the prior consent of the disinterested directors of the Issuer, subject to customary exclusions, provided that: 25% of such Issuer Shares being released from such restriction on the date that is four (4) months following the Closing Date, an additional 25% of such Issuer Shares being released from such restriction on the date that is 12 months following the Closing Date, an additional 25% of such Issuer Shares being released from such restriction on the date that is 18 months following the Closing Date, and the remaining 25% being released on the date that is 24 months following the Closing Date, without the prior written consent of the disinterested directors of the Resulting Issuer. In addition, the 14,000,000 Issuer Shares to be issued to former holders of secured convertible debentures of Ramm are subject to a contractual hold period until the date that is 16 months from the date of listing date of the Issuer Shares, with 25% of such Issuer Shares released on the date that is four (4) months from the listing date of the Issuer Shares, and an additional 25% released every four (4) months thereafter.

12. PRINCIPAL SHAREHOLDERS To the knowledge of the directors and officers of Medic Plast, Yurelan, Ramm and MTC, as of the Closing of the Business Combination, only the following shareholders will beneficially own or exercise control or direction over Issuer Shares carrying more than 10% of the votes attached to such Issuer Shares:

Percentage of Percentage of Type of Number of Name Equity of the Equity of the Ownership Issuer Issuer After Giving Issuer After - 60 -

Shares Effect to the Giving Effect to Business the Business Combination Combination (Undiluted)(1) (Fully Diluted)(2)

Armando Blankleider 20,000,000(3) 19.85% 18.64% Direct

Jack Burnett 17,700,000(4) 17.57% 16.5% Direct

Notes: (1) Based on 100,722,552 Issuer Shares outstanding on a non-diluted basis on completion of the Business Combination. (2) Based on 107,262,338 Issuer Shares outstanding on a fully-diluted basis on completion of the Business Combination. (3) Blankleider has pledged 3,822,588 Issuer Shares to the Issuer to secure US$1,463,000 in debt owed to Medic Plast. (4) Jack Burnett has an option to acquire 15,000,000 Issuer Shares held by Armando Blankleider at an exercise price of $2.00 per Issuer Share for a period of 30 years.

13. DIRECTORS AND OFFICERS Directors, Officers and Management of the Issuer The following table lists the names and municipalities of residence of the proposed, officers, and promoters of the Issuer upon completion of the Business Combination, their current and anticipated positions and offices with the Issuer, respectively, their principal occupations during the last five years and the number and percentage of Issuer Shares anticipated to be owned, directly or indirectly, or over which control or discretion is exercised by each.

Name and Proposed Office with Principal Occupation and Number and Percentage of Issuer Municipality of Issuer Positions Held During the Last 5 Shares Owned, Beneficially Held Residence Years or Controlled upon Completion of the Business Combination

Jack Burnett Chairman, Chief Private Investor. 17,700,000 Issuer Shares(1) Montevideo, Uruguay Executive Officer and a (17.57%) Director Guillermo Delmonte Chief Operating Officer President International Division, Nil Montevideo, Uruguay Organigram (March 2018 to April 2019); Chief Executive Officer and Director, ICC Labs (February 2015 to July 2017); Relationship Manager, BBVA Bank (April 2012 to July 2015).

Matias Piñeiro Chief Financial Officer North America accounting and Nil Montevideo, Uruguay reporting Leader, Syngenta SSC (April 2017 to June 2019); Financial Controller, Union Group (April 2016 to April 2017), Audit Manager, KPMG Uruguay (September 2006 to April 2016).

Dr. Armando Director Chief Executive Officer of Medic 20,000,000 Issuer Shares(1) Blankleider Plast (1988 to present). (19.85%) Montevideo, Uruguay

Daniel Augereau Director Chairman and Chief Executive 6,800,000 Issuer Shares Paris, France Officer of Synergie SA (2005 – (5.9%) Present). Eric Klein Director Chief Executive Officer of 12 Nil Toronto, Ontario Exploration Inc. (2018 to President); Executive Vice President, Corporate - 61 -

Development, Dundee Corporation, registered dealer (2016 to 2018) Partner, Farber Financial Group, consulting company (2003 to 2016) Matthew Bajurny Director Chief Financial Officer, White Gold 75,000 Issuer Shares Toronto, Ontario Corp. (December 2018 – Present); (< 1%) Senior Associate, PwC LLP (January 2017 – August 2018); Staff Accountant, Crowe MacKay LLP (April 2015 – December 2016); Financial Interim, MOL (Canada) Inc. (April 2014 – March 2015). Note: (1) See Section 12 - “Principal Shareholders”.

Each of the proposed directors of the Issuer will hold office until the next annual meeting of the shareholders or until his successor is duly elected or appointed, unless his office is earlier vacated in accordance with the Issuer’s articles of incorporation or by-laws. Committees of the Board of Directors

It is expected that directors will be appointed to a compensation committee and/or a corporate governance and nominating committee to be formed following Completion of the Business Combination in accordance with regulatory guidelines. The composition and mandate of such committees will be determined by the Issuer Board.

It is anticipated that the Audit Committee will be comprised of three directors as follows: Eric Klein (Chair), Matthew Bajurny and Jack Burnett. Mr. Klein is “independent”, as such term is defined within the meaning of NI 52-110. Each proposed member of the Audit Committee is also “financially literate”, as such term is defined within the meaning of NI 52-110, and possesses education or experience that is relevant for the performance of their responsibilities as Audit Committee members. Penalties and Sanctions No proposed director, officer, promoter of the Issuer, or a security holder anticipated to hold sufficient securities of the Issuer to affect materially the control of the 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 Business Combination. Corporate Cease Trade Orders or Bankruptcies No proposed director, officer, promoter of the Issuer, or a security holder anticipated to hold sufficient securities of the Issuer to affect materially the control of the 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 Issuer access to any exemptions under applicable securities law, 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 - 62 - instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. Personal Bankruptcies No director, officer or shareholder holding a sufficient number of securities of the Issuer to affect materially the control of the 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. Conflicts of Interest There are potential conflicts of interest to which the directors, officers and promoters of the Issuer will be subject with respect to the operations of the 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 Issuer will be engaged in direct competition with the 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 Issuer, who are also directors or officers of a party which enters into a material contract with the Issuer or otherwise have a material interest in a material contract entered into by the Issuer, must disclose their interest and, in certain instances, refrain from voting on any resolution of the Issuer’s directors to approve the contract. The following biographies provide certain selected information in respect of the persons who will be serving as officers and/or management of the Issuer: Jack Burnett (Chairman, Chief Executive Officer and a Director) Mr. Burnett is a successful entrepreneur with over 40 years’ experience in the capital markets and international corporate leadership roles. Mr. Burnett has led companies from inception to acquisition in multiple industries including real estate, insurance and telecom. His deep global business relationships span both private and public markets where he has been a director, officer and majority shareholder of successful multinational companies. Guillermo Delmonte (Chief Operating Officer) Mr. Delmonte is a Certified Public Accountant from the ORT University of Uruguay and holds a Financial Advisor certificate from the Institut d'Estudis Financers Barcelona, Spain. Mr. Delmonte has over five years’ of experience in management and business development of cannabis in the international markets. Prior to joining the Issuer, Mr. Delmonte was the President of the International Division of Organigram Inc. (TSX.V:OGI), a major Canadian licensed producer of cannabis, where he successfully oversaw Organigram’s first international expansion. Prior to its acquisition by Aurora Cannabis Inc. (NYSE: ACB), Mr. Delmonte served as Director and Chief Executive Officer at ICC Labs, the first South American cannabis company to go public. Mr. Delmonte has also held financial and business development leadership roles at companies including BBVA Bank, Technit Group, Credit Agricole Bank, United Nations Uruguay and Bank ITAU. Matias Piñeiro (Chief Financial Officer) - 63 -

Mr. Piñeiro is a public accountant and experienced finance professional with a demonstrated history of directing comprehensive finance and accounting operations and providing leadership. Skilled in technology, financial reporting, budgeting and financial statements auditing, with a focus on driving operational performance, profitability, controls and continuous improvement. From 2017 to 2019, Mr. Piñeiro served as the accounting and reporting line manager for Syngenta AG, a global company that produces agrochemicals and seeds and is based in Basel, Switzerland, from 2016 to 2017 served as corporate financial controller for a subsidiary of UG International Holdings operating in the agriculture, renewable energy, real estate and cannabis markets in South America. From 2012 to 2016, Mr. Piñeiro was an audit manager with KPMG, and is currently an assistant professor of FS Audit and Professional Reports of Public Accountants at the Faculty of Economics Sciences and Administration at Universidad de la República Oriental del Uruguay (UDELAR). Dr. Armando Blankleider (Director) Dr. Blankleider is a Medical Doctor and the founder and President of Medic Plast. Dr. Blankleider has directly led Medic Plast’s initiatives for the design and introduction of new products, as well as in the design and monitoring of teams for the development of production processes and the general management of Medic Plast. Dr. Blankleider also has a depth of experience in Quality Management ISO Standards, has acted as a delegate to develop the Rules of Good Manufacturing Practices for medical products for the private sector within the MERCOSUR and is an active participant in international conferences for the medical and pharmaceutical products industry globally. Daniel Augereau (Director) Mr. Augereau is a seasoned executive who has held senior leadership and board-level positions at companies spanning a diverse mix of industries over a 50+ year career. Since 2005, Mr. Augereau has served as the Chairman and Chief Executive Officer of Synergie SA (Euronext: SDG), the French leader of temporary work and human resources management services for the industry, tertiary, logistics, medical, building and public works sectors. Eric Klein (Director) Mr. Klein serves as a director and Chief Executive Officer of 12 Exploration Inc., a junior exploration mining company listed on the Exchange. Mr. Klein focuses on complex mergers, acquisitions, divestitures, financings as well as joint ventures and business valuations of mid- sized Canadian corporations. With more than 30 years of experience, he focuses on providing results-driven corporate finance services for mid-market Canadian companies. Recently, Mr. Klein was a senior executive with Dundee Corporation. Prior to that Mr. Klein was the founder and Managing Director of the Corporate Finance, Valuations & Transaction practice of Farber Financial Group, a consulting company. Each of the foregoing companies is still carrying on business as of the date of this prospectus to the knowledge of Mr. Klein. Mr. Klein is a graduate of McGill University with a B.Comm and a graduate Diploma in Public accounting, and holds designations as a Chartered Public Accountant and Chartered Business Valuator. Currently he also serves as a Director of INV Metals Inc. (TSX:INV). Matthew Bajurny (Director) Mr. Bajurny, CPA, is currently the Chief Financial Officer of White Gold Corp. (TSXV: WGO), and has strong financial literacy skills through his post-secondary education having achieved a Bachelor of Commerce in Accounting at the University of Guelph, combined with his years of professional experience in financial statement audit at public accounting firms PwC LLP and - 64 -

Crowe Mackay LLP. Mr. Bajurny also serves as a director and member of the audit committee of Blueberries Medical Corp. (CSE: BBM).

14. CAPITALIZATION Please see Schedule A for the capitalization information required in section 14 of CSE Form 2A.

15. EXECUTIVE COMPENSATION The statement of executive compensation contained in this section relates only to the proposed executive compensation of the Issuer assuming completion of the Business Combination, and should be read and interpreted as though the Business Combination has been completed. General Executive compensation is required to be disclosed for (i) each Chief Executive Officer (or individual who served in a similar capacity during the most recently completed financial year), (ii) each Chief Financial Officer (or individual who served in a similar capacity during the most recently completed financial year), (iii) each of the three most highly compensated executive officers (other than the Chief Executive Officer and the Chief Financial Officer) who were serving as executive officers at the end of the most recently completed fiscal year (or three most highly compensated individuals) and whose total compensation was, individually, more than $150,000; and (iv) each individual who would meet the definition set forth in (iii) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year (the "NEOs").

Upon completion of the Business Combination, the Issuer will still be in its early stages of development. It is expected that the Issuer will form a compensation committee after completion of the Business Combination. Initially the compensation program for the Issuer will only provide for a base amount of cash compensation, with no formal long-term equity plan or bonus program in place. Other than as described above, the Issuer does not intend to provide the NEOs with any additional personal benefits, nor does the Issuer intend to provide any additional compensation to its NEOs for serving as directors of the Issuer. The Issuer Board as a whole determines the level of compensation in respect of the Issuer’s senior executives. There were no long-term incentive awards. There are no pension plan benefits in place for the named executives and none of the NEOs, senior officers or directors of the Issuer is indebted to the Issuer. In addition, there are no plans in place with respect to the NEOs for termination of employment or change in responsibilities. Base Salaries To set base compensation levels, the Issuer will give consideration to objective factors such as level of responsibility, experience and expertise and subjective factors such as leadership, commitment and attitude. Stock and Option-Based Awards In connection with the completion of the Business Combination, and prior to the commencement of trading of the Issuer Shares on the CSE, the Issuer intends to grant Issuer Options to purchase an aggregate of up to 4,130,000 Issuer Shares to the Issuer’s non-executive directors - 65 - and to certain officers and employees at an exercise price equal to the issue price of the Subscription Receipts, representing less than one percent of the equity of the Issuer on a post- Business Combination basis. It is expected that stock and options awards held by management will be taken into consideration by the compensation committee at the time of any subsequent grants under the Issuer Plan in determining the quantum or terms of any such subsequent award grants. Issuer Options (and other awards) may be granted to directors, management, employees and certain service providers as long-term incentives to align the individual’s interests with those of the Issuer. The size of the award grants is anticipated to be in proportion to the deemed ability of the individual to make an impact on the Issuer’s success, as determined by the Issuer Board. A material summary of the terms of the Issuer Option Plan is set below: Purpose The purpose of the Issuer Option Plan is to advance the interests of the Issuer by: (a) providing eligible persons, being directors, employees, officers or eligible contractors of the Issuer or its affiliates (collectively, the “Eligible Persons”), with additional incentives through equity ownership; (b) increasing the proprietary interest of Eligible Persons in the success of the Issuer; (c) encouraging Eligible Persons to remain with the Issuer or its affiliates; and (d) attracting new directors, employees, officers and service providers. Eligible Participants Issuer Options may be granted to Eligible Persons. Subject to the provisions of the Issuer Option Plan, the Issuer Board has the authority to determine the terms, limitations, restrictions and conditions applicable to the vesting or to the exercise of an Issuer Option, including, without limitation, the nature and duration of the restrictions, if any, to be imposed on the sale or other disposition of Issuer Shares acquired on exercise of an Issuer Option. Vesting The Issuer Board will establish vesting and other terms and conditions for an Issuer Option at the time each Issuer Option is granted. Securities Issuable under the Issuer Option Plan The aggregate number of Issuer Shares reserved for issuance for all Issuer Options granted under the Issuer Option Plan and for all other security-based compensation arrangements of the Issuer must not exceed 10% of the Issuer Shares issued and outstanding (on a non-diluted basis) at the time of granting the Issuer Option. The maximum number of Issuer Shares issuable to any one person under the Issuer Option Plan is 5% of the Issuer Shares issued and outstanding (on a non-diluted basis) at the time of the grant less the aggregate number of Issuer Shares reserved for issuance to such person under any other security-based compensation arrangements of the Issuer. - 66 -

The maximum number of Issuer Shares issuable to insiders under the Issuer Option Plan and any other security-based compensation arrangements of Issuer is 10% of the Issuer Shares issued and outstanding (on a non-diluted basis) at the time of the grant. The maximum number of Issuer Shares which may be issued to insiders under the Issuer Option Plan and any other security-based compensation arrangements of the Issuer within a 12-month period is 10% of the Issuer Shares issued and outstanding (on a non-diluted basis) at the time of the issuance. In addition, grants of Issuer Options to non-employee directors cannot exceed the lesser of (i) 1% of the total number of Issuer Shares issued and outstanding (on a non-diluted basis) at the time of issuance and (ii) an annual equity value of $100,000 to each director. Exercise Price and Term Each Issuer Option is confirmed by an option agreement or option grant letter or other form of confirmation (electronic or otherwise) as prescribed by the Issuer Board from time to time. The Issuer Board shall establish the exercise price of an Issuer Option at the time the Issuer Option is granted. The exercise price may not be less than the Market Price (as defined in the Issuer Option Plan) on the date of grant, being the greater of the closing Market Price of the Issuer Shares on the CSE on: (a) the trading day prior to the date of grant of the Issuer Options; and (b) the date of grant of the Issuer Options. In the event that the Issuer Shares are not then listed and posted for trading on the CSE or such other stock exchange or quotation system on which the Issuer Shares are listed or quoted from time to time, the Market Price shall be the fair market value of such Issuer Shares as determined by the Issuer Board in its sole discretion. In the event that any Issuer Option expires during, or within 48 hours after, an Issuer-imposed blackout period on the trading of securities of the Issuer, such expiry becomes the tenth day after the end of the blackout period. Cessation or Termination of Options Subject to specific exceptions and restrictions outlined in the Issuer Option Plan, Issuer Options are not assignable and will terminate as follows: (1) if a participant ceases to be an Eligible Person for any reason other than death or termination for cause, their Issuer Options will be cancelled: (a) 90 days after the participant ceases to be an Eligible Person or otherwise in accordance with the terms of the participant’s employment agreement; (b) such longer period as may be determined by the Issuer Board, but not exceeding the original expiry date of the Option; or (c) immediately if the Issuer Options are unvested at the date the participant ceases to be an Eligible Person unless the Issuer Board determines otherwise; (2) if a participant ceases to be an Eligible Person because their relationship with the Issuer or an affiliate is terminated for cause by the Issuer or an affiliate, their Issuer Options will be cancelled immediately after the participant ceases to be an Eligible Person; or (3) if a participant ceases to be an Eligible Person as a result of their death, all Issuer Options unvested at the date of the participant’s death will vest immediately and their Issuer Options will be cancelled: - 67 -

(a) 180 days after their death; or (b) such longer period as may be determined by the Issuer Board, but not exceeding the original expiry date of the Issuer Option to a maximum of 12 months. Assignability Issuer Options are non-assignable and non-transferable by a participant otherwise than by will or the laws of descent and distribution and are exercisable only by the participant during the lifetime of the participant and only by the participant’s legal representative after death of the participant (in accordance with the Issuer Option Plan). However, Issuer Options granted to a participant may be assigned to a Permitted Assign (as such term is defined in the Issuer Option Plan) of such participant, following which such Issuer Options will be non-assignable and non- transferable by such permitted assign, except to another permitted assign, otherwise than by will or the laws of descent and distribution, and will be exercisable only by such permitted assign during the lifetime of such permitted assign and only by such permitted assign’s legal representative after death of such permitted assign. Amendment Provisions Subject to any applicable regulatory or stock exchange requirements or restrictions in the Issuer Option Plan, the Issuer Board may at any time and without shareholder approval, terminate the Issuer Option Plan or amend the provisions of the Issuer Option Plan or any Issuer Options granted under it, including without limitation amendments: (1) related to the exercise of Issuer Options, including the inclusion of a cashless exercise feature where payment is in cash or common shares or otherwise; (2) deemed by the Issuer Board to be necessary or advisable because of any change in applicable securities laws or other laws; (3) to the definitions; (4) to the change of control provisions; (5) relating to the administration of the Issuer Option Plan; (6) to the vesting provisions of any outstanding Issuer Option; (7) to postpone or adjust any exercise of an Option or the issuance of any common shares pursuant to the Issuer Option Plan in order to permit the Issuer to effect or maintain registration of the Issuer Option Plan or the common shares issuable pursuant to the Issuer Option Plan under the securities laws of any applicable jurisdiction, or to determine that the common shares and the Issuer Option Plan are exempt from such registration; or (8) fundamental or otherwise, not requiring shareholder approval under applicable law or the rules of an exchange on which the common shares are listed, including amendments of a “clerical” or “housekeeping” nature and amendments to ensure that the Options granted under the Stock Option Plan will comply with any provisions respecting income tax and other laws in force in any country or jurisdiction of which an Eligible Person may from time to time be resident or a citizen. - 68 -

The Board may not make any of the following amendments to the Issuer Option Plan without first having obtained the approval of a majority of shareholders voting at a shareholders meeting: (1) an increase in the maximum number of common shares which may be issued under the Issuer Option Plan; (2) an increase in the ability of the Issuer Board to amend the Issuer Option Plan without shareholder approval; (3) amendments to the definitions of “Eligible Person” and “Permitted Assigns”; (4) amendments to the exercise price of any Issuer Option issued under the Issuer Option Plan where such amendment reduces the exercise price of such Issuer Option; (5) amendments to the term of any Issuer Option issued under the Issuer Option Plan; or (6) amendments to the transfer provisions of the Issuer Option Plan. In addition, the Board may not amend the Issuer Option Plan to increase insider participation limits without first having obtained the approval of a majority of shareholders excluding shares voted by insiders who are Eligible Persons. Summary Compensation Table The following table sets out all anticipated annual compensation to be paid by the Issuer during the twelve-month period following the closing of the Business Combination.

Non-equity incentive plan compensation Share- Option- ($) Total Name and Pension All other Salary base based Compen- Principal Year value Compen- (US$) awards awards Long- (2) sation Position (1) Annual ($) sation ($) (3) ($) ($) term ($) incentive incentive plans plans

Jack 2019 180,000 Nil Nil N/A N/A N/A Nil 180,000 Burnett Chief Executive Officer Guillermo 2019 120,000 Nil Nil N/A N/A N/A Nil 120,000 Delmonte Chief Operating Officer Matias 2019 66,000 Nil Nil N/A N/A N/A Nil 66,000 Piñeiro Chief Financial Officer - 69 -

(1) Option based grants may be awarded to NEOs in fiscal 2019. (2) It is expected that NEOs will be able to fully participate in employee benefits of the Issuer, and reasonable business expenses, including travel and lodging, will be reimbursed to NEOs. (3) This figure does not include the potential value of securities or benefits proposed to be issued, paid or reimbursed in footnotes (1), (2) and (3) above.

Equity-based awards, if any, for fiscal 2019 will be determined by the Issuer Board or a committee thereof. See "Executive Compensation – Compensation Plan". Any additional compensation to be paid to the NEOs for fiscal 2019 will be determined by the Board of Directors of the Issuer or a committee thereof. As of the date hereof, the Board of Directors of the Issuer does not intend to pay any NEO perquisites in aggregate worth $50,000 or more, or worth 10% or more of such NEO’s total salary, for fiscal 2019. Incentive Plan Awards Immediately prior to the closing of the Business Combination, there will not be any share-based or option-based awards outstanding. Options to Purchase Securities In connection with the completion of the Business Combination, and prior to the commencement of trading of the Issuer Shares on the CSE, the Issuer intends to grant Issuer Options to purchase an aggregate of up to 6,000,000 Issuer Shares to the Issuer’s non-executive directors and to certain officers and employees at an exercise price equal to the issue price of the Subscription Receipts, representing less than one percent of the equity of the Issuer on a post- Business Combination basis. The Issuer Board may also decide to grant new Issuer Options in the future. Pension Plan Benefits The Issuer does not intend to implement any pension or retirement plan which is applicable to the NEOs. Neither Medic Plast nor Yurelan has not provided compensation, monetary or otherwise, during the most recently completed financial year, to any person who has acted or will act as an NEO of the Issuer, in connection with or related to the retirement, termination or resignation of such person. Defined Benefits Plans On completion of the Business Combination, the Issuer will not have a defined benefits pension plan. Defined Contribution Plans On Completion of the Business Combination, the Issuer will not have a defined contribution plan. Deferred Compensation Plans On completion of the Business Combination, the Issuer will not have a deferred compensation plan. - 70 -

Termination and Change of Control Benefits Other than as disclosed herein, the Issuer will not have any contracts, agreements, plans or arrangements that provide for payments to a NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Issuer or a change in an NEO’s responsibilities.

It is contemplated that on completion of the Business Combination, the Issuer will enter into employment agreements with each of Messrs. Burnett, Delmonte and Pinero that will provide for a payout of salary and bonuses in the amount of the lesser of: (i) the number of months of service provided to the Issuer; and (ii) 12 months; and termination without cause that will result in payment of salary and bonus for the following year, provided that each executive officer has been employed by the Issuer for at least one year.

Director Compensation Directors of the Issuer will not receive any compensation, except for Issuer Options under the Issuer Option Plan. The Issuer does not intend to implement any pension plan or other arrangement for non-cash compensation for its directors who are not NEOs. In the 12 months following the completion of the Business Combination, the Issuer may issue stock options to directors, officers, employees and other service providers from time to time. Other than as set forth in the foregoing, no director of the Issuer who is not an NEO has received compensation pursuant to: (a) any standard arrangement for the compensation of directors for their services in their capacity as directors, including any additional amounts payable for committee participation or special assignments; (b) any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors; or (c) any arrangement for the compensation of directors for services as consultants or experts. 16. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS No existing or proposed director, executive officer or senior officer of the Issuer is currently indebted to the Issuer. 17. RISK FACTORS The following specific factors could materially adversely affect the Issuer and should be considered when deciding whether to make an investment in the Issuer and the Issuer Shares. Some of the following factors are interrelated and, consequently, investors should treat such risk factors as a whole. These risks and uncertainties are not the only ones that could affect the Issuer or the Issuer Shares and additional risks and uncertainties not currently known to the Issuer, or that it currently deems to be immaterial, may also impair the business, financial condition and results of operations of the Issuer and/or the value of the Issuer Shares. If any of the following risks or other risks occur, they could have a material adverse effect on the Issuer’s business, financial condition and results of operations and/or the value of the Issuer Shares. There is no assurance that any risk management steps taken by the Issuer will avoid future loss due to the occurrence of the risks described below or other unforeseen risks. - 71 -

Risks generally related to the Issuer The Issuer is a development stage company with limited operating history. Although Medic Plast has only recently begun to generate revenue on its cannabis-derived products, it is extremely difficult to make accurate predictions and forecasts of the finances of the Resulting Issuer. This is compounded by the fact the Issuer intends to operate in the cannabis industry, which is rapidly transforming. There is no guarantee that the Issuer’s products or services will be attractive to potential consumers. Uncertainty about the Issuer’s ability to continue as a going concern. The Issuer’s ability to continue as a going concern will be dependent upon its ability in the future to grow its revenue and achieve profitable operations and, in the meantime, to obtain the necessary financing to meet its obligations and repay its liabilities when they become due. External financing, predominantly by the issuance of equity and debt, will be sought to finance the operations of the Issuer; however, there can be no certainty that such funds will be available at terms acceptable to the Issuer. These conditions indicate the existence of material uncertainties that may cast significant doubt about the Issuer’s ability to continue as a going concern. The Issuer’s actual financial position and results of operations may differ materially from the expectations of the Issuer’s management. The Issuer’s actual financial position and results of operations may differ materially from management’s expectations. As a result, the Issuer’s revenue, net income and cash flow may differ materially from the Issuer’s projected revenue, net income and cash flow. The process for estimating the Issuer’s revenue, net income and cash flow requires the use of judgment in determining the appropriate assumptions and estimates. These estimates and assumptions may be revised as additional information becomes available and as additional analyses are performed. In addition, the assumptions used in planning may not prove to be accurate, and other factors may affect the Issuer’s financial condition or results of operations. Regulatory compliance risks. Achievement of the Issuer’s business objectives is contingent, in part, upon compliance with regulatory requirements enacted by governmental authorities and obtaining all regulatory approvals, where necessary, for the sale of its products. The Issuer may not be able to obtain or maintain the necessary licences, permits, quotas, authorizations or accreditations to operate its business or may only be able to do so at great cost. The Issuer cannot predict the time required to secure all appropriate regulatory approvals for its products, or the extent of testing and documentation that may be required by local governmental authorities. To date, Medic Plast has received industrialization licenses from IRCCA and Yurelan has applied for Hemp Authorizations from the Ministry of Livestock, Agriculture and Fisheries. The impact of the compliance regime, any delays in obtaining or failure to obtain or keep the regulatory approvals may significantly delay or impact the development of markets, products and sales initiatives and could have a material adverse effect on the business, results of operations and financial condition of the Issuer. The officers and directors of the Issuer must rely, to a great extent, on the Issuer’s Uruguayan legal counsel and local consultants retained by the Issuer in order to keep abreast of material legal, regulatory and governmental developments as they pertain to and affect the Issuer’s business operations, and to assist the Issuer with its governmental relations. The Issuer must - 72 - rely, to some extent, on those members of management and the board who have previous experience working and conducting business in Uruguay in order to enhance its understanding of, and appreciation for, the local business culture and practices in Uruguay. The Issuer also relies on the advice of local experts and professionals in connection with current and new regulations that develop in respect of banking, financing and tax matters in Uruguay. Any developments or changes in such legal, regulatory or governmental requirements or in local business practices in Uruguay are beyond the control of the Issuer and may adversely affect its business. The Issuer will incur ongoing costs and obligations related to regulatory compliance. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. The Issuer may be required to compensate those suffering loss or damage by reason of its operations and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to the Issuer’s operations, increase compliance costs or give rise to material liabilities, which could all have a material adverse effect on the business, results of operations and financial condition of the Issuer. Probable lack of business diversification. Because the Issuer will be significantly focused on developing its cannabis business, the prospects for the Issuer’s success will be dependent upon the future performance and market acceptance of the Issuer’s intended facilities, products, processes, and services. Unlike certain entities that have the resources to develop and explore numerous product lines, operating in multiple industries or multiple areas of a single industry, the Issuer does not anticipate the ability to immediately diversify or benefit from the possible spreading of risks or offsetting of losses. Again, the prospects for the Issuer’s success may become dependent upon the development or market acceptance of a very limited number of facilities, products, processes or services. Canadian regulatory and civil proceedings. The Issuer operates in Uruguay pursuant to licenses and authorizations granted by IRCCA and the Uruguayan Ministry of Livestock, Agriculture and Fisheries. Consequently, certain activities conducted by the Issuer are permissible under one regulatory regime while not under another. In the past, Canadian courts and regulatory authorities have taken the view that it is not contrary to Canadian federal or provincial law for a person to be engaged in, or for an entity to hold interests in affiliates that are engaged in, certain regulated activities where such activities may be regulated differently than in the home jurisdictions and have enforced extra-territorial laws even where such laws (or regulatory regimes applicable to certain activities or industries) differs from those in the Canadian jurisdiction. Despite the fact that the Canadian federal government legalized cannabis on October 17, 2018, there is a risk that the Canadian courts or applicable Canadian or other governmental authorities may take a contrary view with respect to the business of the Issuer and view the Issuer as having violated their local laws, despite the Issuer having obtained all applicable Uruguayan licences or authorizations and despite the fact that the Issuer does not carry on business in Canada. Therefore, there is a risk that civil and criminal proceedings, including class actions, could be initiated against the Issuer. Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions or other restrictions being imposed upon the Issuer or its business partners, while diverting the attention of key executives. Such proceedings could have a material adverse effect - 73 - on the Issuer’s business, revenues, operating results and financial condition as well as impact upon the Issuer’s reputation. Change of cannabis laws, regulations and guidelines. Cannabis laws and regulations are dynamic and subject to evolving interpretations which could require the Issuer to incur substantial costs associated with compliance or alter certain aspects of its business plan. It is also possible that regulations may be enacted in the future that will be directly applicable to certain aspects of the Issuer’s businesses. The Issuer cannot predict the nature of any future laws, regulations, interpretations or applications, nor can it determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on the Issuer’s business. Management expects that the legislative and regulatory environment in the cannabis industry in Uruguay and internationally will continue to be dynamic and will require innovative solutions to try to comply with this changing legal landscape in this nascent industry for the foreseeable future. Compliance with any such legislation may have a material adverse effect on the Issuer’s business, financial condition and results of operations. Public opinion can also exert a significant influence over the regulation of the cannabis industry. A negative shift in the public’s perception of the cannabis industry could affect future legislation or regulation in different jurisdictions. See the Risk Factor entitled “Unfavourable publicity or consumer perception” below. The Issuer faces competition from other companies where it will conduct business that may have higher capitalization, more experienced management or may be more mature as a business. Many other businesses in Uruguay engage in similar activities to the Issuer. An increase in the companies competing in this industry could limit the ability of the Issuer to expand its operations. Current and new competitors may have better capitalization, a longer operating history, more expertise and able to develop higher quality equipment or products, at the same or a lower cost. The Issuer cannot provide assurances that it will be able to compete successfully against current and future competitors. Competitive pressures faced by the Issuer could have a material adverse effect on its business, operating results and financial condition. Unfavourable publicity or consumer perception. The Issuer believes the medical cannabis industry is highly dependent upon consumer perception regarding the safety, efficacy and quality of cannabis distributed to such consumers. Consumer perception of the Issuer’s products may be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of cannabis or derivative 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 medical 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 Issuer’s products and the business, results of operations, financial condition and cash flows of the Issuer. The 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 Issuer, the demand for the Issuer’s products, and the Issuer’s business, results of operations, financial condition and cash flows. Further, adverse publicity - 74 - reports or other media attention regarding the safety, efficacy and quality of cannabis in general, or the Issuer’s products specifically, or associating the consumption of 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. Reliance on licences and authorizations. The Issuer’s ability to grow, store and sell cannabis and cannabis derived products in Uruguay is dependent on the Issuer’s ability to sustain or obtain the necessary licences and authorizations by certain authorities in Uruguay, including, but not limited to, the Licence. The licences and authorizations are subject to ongoing compliance and reporting requirements, and the ability of the Issuer to obtain, sustain or renew any such licences and authorizations on acceptable terms is subject to changes in regulations and policies and to the discretion of the applicable authorities or other governmental agencies in foreign jurisdictions. Failure to comply with the requirements of the licences or authorizations or any failure to maintain the licences or authorizations would have a material adverse impact on the business, financial condition and operating results of the Issuer. Although the Issuer believes that it will meet the requirements to obtain, sustain or renew the necessary licences and authorizations, there can be no guarantee that the applicable authorities will issue these licences or authorizations. Should the authorities fail to issue the necessary licences or authorizations, the Issuer may be curtailed or prohibited from the production or distribution of cannabis or from proceeding with the development of its operations as currently proposed and the business, financial condition and results of the operation of the Issuer may be materially adversely affected. The Issuer expects to incur significant ongoing costs and obligations related to its investment in infrastructure, growth, regulatory compliance and operations. The Issuer expects to incur significant ongoing costs and obligations related to its investment in infrastructure and growth and for regulatory compliance, which could have a material adverse impact on the Issuer’s results of operations, financial condition and cash flows. In addition, future changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to the Issuer’s operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Issuer. The Issuer’s efforts to grow its business may be costlier than the Issuer expects, and the Issuer may not be able to increase its revenue enough to offset its higher operating expenses. The Issuer may incur significant losses in the future for a number of reasons, and unforeseen expenses, difficulties, complications and delays, and other unknown events. If the Issuer is unable to achieve and sustain profitability, the market price of the Issuer Shares may significantly decrease. Reliance on a single jurisdiction. To date, the Issuer’s activities and resources have been primarily focused within Uruguay. The Issuer expects to continue the focus on this state as it continues to review further expansion opportunities into other jurisdictions in South America. Adverse changes or developments within Uruguay could have a material and adverse effect on the Issuer’s ability to continue producing cannabis, its business, financial condition and prospects. Demand for Cannabis and Derivate Products - 75 -

The sale of recreational cannabis in Uruguay is a new industry as a result of the passing of the Cannabis Law. Although the Uruguayan Government expects the demand for licensed recreational cannabis to be in excess of the supply being produced by the licensed producers, there is a risk that such demand does not develop as anticipated. Further, there is a risk that the adoption rate by the approximate 1,200 Uruguayan pharmacies to sell recreational cannabis is lower than expected or that such adoption rate may take longer than anticipated. There is also a risk that the export market for CBD, CBG and CBC will not materialize as projected or not be commercially viable. Should any of such events materialize, they may have a material adverse effect on the business, results of operations and financial condition of the Issuer. Development of the business of the Issuer. The development of the business of the Issuer and its ability to execute on its expansion opportunities described herein will depend, in part, upon the amount of additional financing available. Failure to obtain sufficient financing may result in delaying, scaling back, eliminating or indefinitely postponing expansion opportunities and the business of the Issuer’s current or future operations. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be acceptable. In addition, there can be no assurance that future financing can be obtained without substantial dilution to existing shareholders. The Issuer believes the successful completion of the Beatty facility will result in long-term strategic benefits for the Issuer. However, there is a risk that some or all of the anticipated strategic and financial benefits of the planned build may fail to materialize, may not continue on their existing terms, or may not occur within the time period anticipated by the Issuer. Although the Issuer has conducted due diligence with respect to the recent foundational investments, there is no certainty that the Issuer’s due diligence procedures will reveal all of the risks and liabilities associated with its current plans. Although the Company is not aware of any specific liabilities, such liabilities may be unknown and accordingly the potential monetary cost of such liability is also unknown. There is no assurance that the Issuer will remain profitable or pay dividends. There is no assurance as to whether the Issuer will remain profitable or pay dividends. The Issuer has incurred and anticipates that it will continue to incur substantial expenses relating to the development and initial operations of its business. The payment and amount of any future dividends will depend upon, among other things, the Issuer’s results of operations, cash flow, financial condition, and operating and capital requirements. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividends. In the event that any of the Issuer’s investments, or any proceeds thereof, any dividends or distributions therefrom, or any profits or revenues accruing from such investments 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 above or any other applicable legislation. This could restrict or otherwise jeopardize the ability of the Issuer to declare or pay dividends, effect other distributions or subsequently repatriate such funds back to Canada. The Issuer may not be able to effectively manage its growth and operations, which could materially and adversely affect its business. If the Issuer implements it business plan as intended, it may in the future experience rapid growth and development in a relatively short period of time. The management of this growth will require, among other things, continued development of the Issuer’s financial and management - 76 - controls and management information systems, stringent control of costs, the ability to attract and retain qualified management personnel and the training of new personnel. The Issuer intends to utilize outsourced resources, and hire additional personnel, to manage its expected growth and expansion. Failure to successfully manage its possible growth and development could have a material adverse effect on the Issuer’s business and the value of the Issuer Shares. Risks inherent in an agricultural business. The Issuer’s business is expected to involve the growing of hemp and cannabis, which is an agricultural product. Although the Issuer’s hemp and cannabis is intended to be grown in indoor greenhouses, the occurrence and effects of plant disease, insects and pests can be unpredictable and devastating to agricultural, potentially rendering all or a substantial portion of the affected harvests unsuitable for sale. Even when only a portion of the production is damaged, the Issuer’s results of operations could be adversely affected because all or a substantial portion of the production costs may have been incurred. Although some plant diseases are treatable, the cost of treatment can be high and such events could adversely affect the Issuer’s operating results and financial condition. Furthermore, if the Issuer fails to control a given plant disease and the production is threatened, the Issuer may be unable to supply its customers, which could adversely affect its business, financial condition and results of operations. There can be no assurance that natural elements will not have a material adverse effect on any such production. Energy costs. The Issuer’s growing operations will consume considerable energy, which make the Issuer vulnerable to Uruguay’s energy costs. Accordingly, rising or volatile energy costs may, in the future, adversely impact the business of the Issuer and its ability to operate profitably. Supply of cannabis seeds. If for any reason the supply of cannabis seeds is ceased or delayed, the Issuer would have to seek alternate suppliers and obtain all necessary authorization for the new seeds. If replacement seeds cannot be obtained at comparable prices, or at all, or if the necessary authorizations are not obtained, the Issuer’s business, financial condition and results of operations would be materially and adversely affected. Breaches of security at its facilities, or in respect of electronic documents and data storage and may face risks related to breaches of applicable privacy laws. Given the nature of the Issuer’s cannabis and cannabis-derived products, despite meeting or exceeding all legislative security requirements, there remains a risk of shrinkage, as well as theft. A security breach at one of the Issuer’s facilities could expose the Issuer to additional liability and to potentially costly litigation, increase expenses relating to the resolution and future prevention of these breaches and may deter potential consumers from choosing the Issuer’s products. In addition, the Issuer collects and stores personal information about its consumers and is responsible for protecting that information from privacy breaches. A privacy breach may occur through procedural or process failure, information technology malfunction, or deliberate unauthorized intrusions. Theft of data for competitive purposes, particularly consumer lists and preferences, is an ongoing risk whether perpetrated via employee collusion or negligence or through deliberate cyber-attack. Any such theft or privacy breach would have a material adverse effect on the Issuer’s business, financial condition and results of operations. - 77 -

Liability, enforcement and complaints. The Issuer’s participation in the cannabis industry may lead to litigation, formal or informal complaints, enforcement actions and inquiries by third parties, other companies or various governmental authorities against the Issuer. Litigation, complaints and enforcement actions involving the Issuer could consume considerable amounts of financial and other corporate resources, which could have an adverse effect on the Issuer’s future cash flows, earnings, results of operations and financial condition. Dependence on suppliers. The ability of the Issuer to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to equipment, parts and components. No assurances can be given that the Issuer will be successful in maintaining its required supply of equipment, parts and components. This could have an adverse effect on the financial results of the Issuer. The Issuer may be forced to litigate to defend its intellectual property rights, or to defend against claims by third parties against the Issuer relating to intellectual property rights. The Issuer may be forced to litigate to enforce or defend its intellectual property rights, to protect its trade secrets or to determine the validity and scope of other parties’ proprietary rights. Any such litigation could be very costly and could distract its management from focusing on operating the Issuer’s business. The existence or outcome of any such litigation could harm the Issuer’s business. Further, because the content of much of the Issuer’s intellectual property concerns cannabis and other activities that are not legal in some state jurisdictions or under federal law, the Issuer may face additional difficulties in defending its intellectual property rights. Negative results from clinical trials.

From time to time, studies or clinical trials on cannabis products may be conducted by academics or others, including government agencies. The publication of negative results of studies or clinical trials related to the Issuer’s proposed products or the therapeutic areas in which the Issuer’s proposed products will compete could have a material adverse effect on the Issuer’s sales. - 78 -

Insurance coverage. The Issuer’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, accidents, labour disputes, product liability 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 Issuer maintains insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance does not cover all the potential risks associated with its operations. The 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 Issuer is not generally available on acceptable terms. The Issuer might also become subject to liability for pollution or other hazards which may not be insured against or which the Issuer may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Issuer to incur significant costs that could have a material adverse effect upon its financial performance and results of operations. The Issuer may become subject to litigation, including for possible product liability claims, which may have a material adverse effect on the Issuer’s reputation, business, results from operations and financial condition. The Issuer may be named as a defendant in a lawsuit or regulatory action. The Issuer may also incur uninsured losses for liabilities which arise in the ordinary course of business, or which are unforeseen, including, but not limited to, employment liability and business loss claims. Any such losses could have a material adverse effect on the Issuer’s business, results of operations, sales, cash flow or financial condition. Ability to establish and maintain bank accounts.

While the Issuer does not anticipate dealing with banking restrictions, there is a risk that banking institutions in countries where the Issuer operates will not accept payments related to the cannabis industry. Such risks could increase costs for the Issuer. In the event that financial service providers do not accept accounts or transactions related to the cannabis industry, it is possible that the Issuer may be required to seek alternative payment solutions. The Issuer’s inability to manage such risks may adversely affect the Issuer’s operations and financial performance.

Anti-money Laundering Laws and Regulations

The Issuer and its shareholders are subject to a variety of laws and regulations within Uruguay and internationally that involve money laundering, financial recordkeeping and proceeds of crime. In the event that any of the Issuer’s investments, or any proceeds thereof, any dividends or distributions therefrom, or any profits or revenues accruing from such investments are found to be in violation of money laundering legislation or otherwise, such transactions may be viewed as proceeds of crime under applicable legislation. This could restrict or otherwise jeopardize the ability of the Issuer to declare or pay dividends, effect other distributions or subsequently repatriate such funds back to Canada or to any shareholders’ jurisdiction of residence. Furthermore, while the Issuer has no current intention to declare or pay dividends on the Issuer Shares in the foreseeable future, in the event that a determination was made that the revenues from the Issuer’s cannabis and cannabis-derived operations could reasonably be shown to - 79 - constitute proceeds of crime, the Issuer may decide or be required to suspend declaring or paying dividends without advance notice and for an indefinite period of time.

Product recalls.

Manufacturers and distributors of products can be 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 Issuer’s products are recalled due to an alleged product defect or for any other reason, the 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 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 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 Issuer’s brands were subject to recall, the image of that brand and the Issuer could be harmed. A recall for any of the foregoing reasons could lead to decreased demand for the Issuer’s products and could have a material adverse effect on the Issuer’s results of operations and financial condition. Additionally, product recalls may lead to increased scrutiny of the Issuer’s operations by regulatory agencies, requiring further management attention and potential legal fees and other expenses.

The Issuer faces competition from other companies where it will conduct business that may have higher capitalization, more experienced management or may be more mature as a business. An increase in the companies competing in this industry could limit the ability of the Issuer to expand its operations. Current and new competitors may have better capitalization, a longer operating history, more expertise and able to develop higher quality equipment or products, at the same or a lower cost. The Issuer cannot provide assurances that it will be able to compete successfully against current and future competitors. Competitive pressures faced by the Issuer could have a material adverse effect on its business, operating results and financial condition. If the Issuer is unable to attract and retain key personnel, it may not be able to compete effectively in the cannabis market. The Issuer’s success has depended, and continues to depend, upon its ability to attract and retain key management, including the Issuer’s directors, officers and technical experts. The Issuer will attempt to enhance its management and technical expertise by continuing to recruit qualified individuals who possess desired skills and experience in certain targeted areas. The Issuer’s inability to retain employees and attract and retain sufficient additional employees or engineering and technical support resources could have a material adverse effect on the Issuer’s business, results of operations, sales, cash flow or financial condition. Shortages in qualified personnel or the loss of key personnel could adversely affect the financial condition of the Issuer or results of operations of the business and could limit the Issuer’s ability to develop and market its cannabis-related products. The loss of any of the Issuer’s senior management or key employees could materially adversely affect the Issuer’s ability to execute the Issuer’s business plan and strategy, and the Issuer may not be able to find adequate replacements on a timely basis, or at all. The Issuer does not maintain key person life insurance policies on any of the Issuer’s employees. - 80 -

There is no assurance that the Issuer will retain any relevant licences. Licences and authorizations obtained by the Issuer are expected to be subject to ongoing compliance and reporting requirements. Failure by the Issuer to comply with the requirements of licences or any failure to maintain licences would have a material adverse impact on the business, financial condition and operating results of the Issuer. Should any jurisdiction in which the Issuer considers a licence important not grant, extend or renew such licence or should it renew such licence on different terms, or should it decide to grant more than the anticipated number of licences, the business, financial condition and results of the operation of the Issuer could be materially adversely affected. Failure to successfully integrate acquired businesses, its products and other assets into the Issuer, or if integrated, failure to further the Issuer’s business strategy, may result in the Issuer’s inability to realize any benefit from such acquisition. The Issuer may grow by acquiring other businesses. The consummation and integration of any acquired business, product or other assets into the Issuer may be complex and time consuming and, if such businesses and assets are not successfully integrated, the Issuer may not achieve the anticipated benefits, cost-savings or growth opportunities. Furthermore, these acquisitions and other arrangements, even if successfully integrated, may fail to further the Issuer’s business strategy as anticipated, expose the Issuer to increased competition or other challenges with respect to the Issuer’s products or geographic markets, and expose the Issuer to additional liabilities associated with an acquired business, technology or other asset or arrangement. When the Issuer acquires cannabis businesses, it may obtain the rights to applications for licences as well as licences; however, the procurement of such applications for licences and licences generally will be subject to governmental and regulatory approval. There are no guarantees that the Issuer will successfully consummate such acquisitions, and even if the Issuer consummates such acquisitions, the procurement of applications for licences may never result in the grant of a licence by any state or local governmental or regulatory agency and the transfer of any rights to licences may never be approved by the applicable state or local governmental or regulatory agency. The size of the Issuer’s target market is difficult to quantify and investors will be reliant on their own estimates on the accuracy of market data. As the cannabis industry is in an early stage with uncertain boundaries, there is a lack of information about comparable companies available for potential investors to review in deciding about whether to invest in the Issuer and, few, if any, established companies whose business model the Issuer can follow or upon whose success the Issuer can build. Accordingly, investors will have to rely on their own estimates in deciding about whether to invest in the Issuer. There can be no assurance that the Issuer’s estimates are accurate or that the market size is sufficiently large for its business to grow as projected, which may negatively impact its financial results. The Issuer regularly purchases and follows market research. The Issuer’s industry is experiencing rapid growth and consolidation that may cause the Issuer to lose key relationships and intensify competition. The cannabis industry and businesses ancillary to and directly involved with cannabis businesses are undergoing rapid growth and substantial change, which has resulted in an increase in competitors, consolidation and formation of strategic relationships. Acquisitions or other consolidating transactions could harm the Issuer in a number of ways, including by losing strategic partners if they are acquired by or enter into relationships with a competitor, losing - 81 - customers, revenue and market share, or forcing the Issuer to expend greater resources to meet new or additional competitive threats, all of which could harm the Issuer’s operating results. As competitors enter the market and become increasingly sophisticated, competition in the Issuer’s industry may intensify and place downward pressure on retail prices for its products and services, which could negatively impact its profitability. The Issuer may continue to sell shares for cash to fund operations, capital expansion and mergers and acquisitions that will dilute the current shareholders’ equity. There is no guarantee that the Issuer will be able to achieve its business objectives. The continued development of the Issuer and its business will require additional financing. The failure to raise such capital could result in the delay or indefinite postponement of current business objectives or the Issuer going out of business. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Issuer. If additional funds are raised through issuances of equity or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of Issuer Shares. The Issuer’s articles permit the issuance of an unlimited number of Issuer Shares, and shareholders will have no pre-emptive rights in connection with such further issuance. The directors of the Issuer have discretion to determine the price and the terms of issue of further issuances. Moreover, additional Issuer Shares will be issued by the Issuer on the exercise of options under the Issuer Option Plan and upon the exercise of outstanding Issuer Warrants. In addition, from time to time, the Issuer may enter into transactions to acquire assets or shares of other companies. These transactions may be financed wholly or partially with debt, which may temporarily increase the Issuer’s debt levels above industry standards. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Issuer to obtain additional capital and to pursue business opportunities, including potential acquisitions. The Issuer may require additional financing to fund its operations to the point where it is generating positive cash flows. Negative cash flow may restrict the Issuer’s ability to pursue its business objectives. If an investor purchases Issuer Shares in an offering, it will experience substantial and immediate dilution, because the price that such investor will pay will be substantially greater than the net tangible book value per share of the Issuer Shares that it acquires. This dilution is due in large part to the fact that the Issuer’s earlier investors will have paid substantially less than a public offering price when they purchased their shares of the Issuer’s capital stock. The Issuer could be liable for fraudulent or illegal activity by its employees, contractors and consultants resulting in significant financial losses to claims against the Issuer. The Issuer is exposed to the risk that its employees, independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless or negligent conduct or disclosure of unauthorized activities to the Issuer that violate government regulations. It is not always possible for the Issuer to identify and deter misconduct by its employees and other third parties, and the precautions taken by the Issuer to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting the Issuer from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against the Issuer, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on the Issuer’s business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual - 82 - damages, reputational harm, diminished profits and future earnings and curtailment of the Issuer’s operations, any of which could have a material adverse effect on the Issuer’s business, financial condition and results of operations. The Issuer will be reliant on information technology systems and may be subject to damaging cyberattacks. The Issuer has entered into agreements with third parties for hardware, software, telecommunications and other information technology (“IT”) services in connection with its operations. The Issuer’s operations depend, in part, on how well it and its suppliers protect networks, equipment, IT 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 Issuer’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays or increases in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Issuer’s reputation and results of operations. The Issuer has not experienced any material losses to date relating to cyber-attacks or other information security breaches, but there can be no assurance that the Issuer will not incur such losses in the future. The Issuer’s risk and exposure to these matters cannot be fully mitigated because of, among other things, 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 Issuer may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities. The Issuer’s major shareholders, officers and directors may be engaged in a range of business activities resulting in conflicts of interest. Although certain major shareholder, officers and board members of the Issuer are expected to be bound by anti-circumvention agreements limiting their ability to enter into competing or conflicting ventures or businesses, the Issuer may be subject to various potential conflicts of interest because some of its officers and directors may be engaged in a range of business activities. In addition, the Issuer’s executive officers and directors may devote time to their outside business interests as long as such activities do not materially or adversely interfere with their duties to the Issuer. In some cases, the Issuer’s executive officers and directors may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Issuer’s business and affairs and that could adversely affect the Issuer’s operations. These business interests could require significant time and attention of the Issuer’s executive officers and directors. In addition, the Issuer may also become involved in other transactions which conflict with the interests of its directors and the officers who may from time to time deal with persons, firms, institutions or companies with which the Issuer may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Issuer. In addition, from time to time, these persons may be competing with the Issuer for available investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, if such a conflict of - 83 - interest arises at a meeting of the Issuer’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Issuer are required to act honestly, in good faith and in the best interests of the Issuer. In certain circumstances, the Issuer’s reputation could be damaged. Damage to the Issuer’s reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. The increased usage of social media and other web-based tools used to generate, publish and discuss user- generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views regarding the Issuer and its activities, whether true or not. Although the Issuer believes that it operates in a manner that is respectful to all stakeholders and that it takes care in protecting its image and reputation, the Issuer does not ultimately have direct control over how it is perceived by others. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to the Issuer’s overall ability to advance its projects, thereby having a material adverse impact on financial performance, financial condition, cash flows and growth prospects. Changes in Corporate Structure. Uruguayan Law No. 19,172 and Decree 250/15 provide that once a company is granted a license from IRCCA for cannabis production, and production of cannabis related products, any modification of the corporate structure, as well as the issuance of shares, or any changes in holders, shall be included in determining “control” as established in article 7 of the Decree. The licensee has an obligation to inform IRCCA of any such share issuance or change in holders, which shall require a report from the National Anti-Money Laundering Secretariat, before expressly granting an authorization. Omission to inform shall result in the immediate suspension of the license granted without any responsibility to IRCCA. IRCCA may at any time require an update regarding the identity of the holders of the license granted, including the equity-interest holders in the case of a corporation, as well as other aspects included in the license. Art. 7 provides for the authority to request information regarding the corporate structure of the applicant for the purpose of adequately identifying the final beneficiaries, as well as the origin of the funds that the applicant proposes to use for the execution of the project, within the scope of the rules in force regarding the prevention of money laundering and the financing of terrorism. IRCCA is permitted to request such information and clarification as it deems pertinent. In this regard, IRCCA shall request the report from the National Anti-Money Laundering Secretariat before granting the respective license or change therefor. The above-noted requirements are not applicable to the Ministry of Livestock, Agriculture and Fisheries in respect to authorizations granted by such authority, in that cases any modification in the corporate structure is informed afterword the change is executed.

As set out in this Listing Statement, the Issuer and its operations are and will be subject to a number of Uruguayan statutory and regulatory standards, and required and desirable approvals, including the requirement to obtain regulatory approval upon a shareholder of the Issuer acquiring at least 15% of the issued and outstanding Issuer Shares. Upon acquisition by a shareholder of Issuer Shares representing at least 15% of the issued and outstanding Issuer Shares, the Issuer will be required to provide various information regarding the acquiring shareholder (which may include criminal background record checks of the acquiring shareholder(s), by-laws of the shareholder and identifies of beneficial owners (if a shareholder is not an individual), and information regarding the origin of funds used to acquire the Issuer - 84 -

Shares) to, and obtain the approval of, the applicable regulatory body in Uruguay. Delay in receipt of, or failure to obtain, these approvals or to satisfy any of these conditions, may lead to the rejection of the renewal or modification of the License, which may negatively affect the Issuer’s business and operations. Emerging Market Risks

Emerging market investment generally poses a greater degree of risk than investment in more mature market economies because the economies in the developing world are more susceptible to destabilization resulting from domestic and international developments. Global economic crises could negatively affect investor confidence in emerging markets or the economies of the principal countries in Latin America, including Uruguay. Such events could materially and adversely affect the Issuer’s business, financial condition and results of operations.

Reliance on Management

The success of the Issuer is dependent upon the ability, expertise, judgment, discretion and good faith of its senior management. While employment agreements or management 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. Qualified individuals are in high demand, and the Issuer may incur significant costs to attract and retain them. In addition, the Issuer’s lean management structure may be strained as the Issuer pursues growth opportunities in the future. The loss of the services of such individuals or an inability to attract other suitably qualified persons when needed, could have a material adverse effect on the Issuer’s ability to execute on its business plan and strategy, and the Issuer may be unable to find adequate replacements on a timely basis, or at all.

The Issuer’s future success depends substantially on the continued services of its executive officers, its key research and development personnel and its key growth and extraction personnel. If one or more of its executive officers or key personnel were unable or unwilling to continue in their present positions, the Issuer might not be able to replace them easily or at all. In addition, if any of its executive officers or key employees joins a competitor or forms a competing company, the Issuer may lose know-how, key professionals and staff members. These executive officers and key employees could compete with and take customers away.

Global economy. Financial and securities markets in Uruguay are influenced by the economic and market conditions in other countries, including other South American and emerging market countries and other global markets. Although economic conditions in these countries may differ significantly from economic conditions in Uruguay, investors’ reactions to developments in these other countries, such as the recent developments in the global financial markets, may substantially affect the capital flows into Uruguay and the market value of securities of issuers with operations in Uruguay. An economic downturn or volatility could have a material adverse effect on the Issuer’s business, financial condition and results of operations. The economy of Uruguay, where the Issuer’s operations are located, has experienced significant economic uncertainty and volatility during recent years. A weakening of economic conditions could lead to reductions in demand for the Issuer’s products. For example, its revenues can be adversely affected by high unemployment and other economic factors. Further, weakened economic conditions or a recession could reduce the amount of income customers are able to spend on the Issuer’s - 85 - products. In addition, as a result of volatile or uncertain economic conditions, the Issuer may experience the negative effects of increased financial pressures on its clients. For instance, the Issuer’s business, financial condition and results of operations could be negatively impacted by increased competitive pricing pressure, which could result in the Issuer incurring increased bad debt expense. If the Issuer is not able to timely and appropriately adapt to changes resulting from a weak economic environment, its business, results of operations and financial condition may be materially and adversely affected. A crisis in other emerging market countries could dampen investor enthusiasm for securities of issuers with South American operations. Financial conditions in Argentina, Brazil or other emerging market countries could negatively impact Uruguay’s economy in the future. If such fluctuations were to occur, the Issuer’s business, financial condition and results of operations could be materially and adversely affected. Reliance on Key Inputs. The cultivation, extraction and processing of cannabis and derivative products is dependent on a number of key inputs and their related costs including raw materials, 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 and operating results of the 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 relevant investment entity might be unable to find a replacement for such source in a timely manner or at all. 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 and operating results of the Issuer. Risks Associated with Acquisitions. As part of the Issuer’s overall business strategy, the Issuer may pursue select strategic acquisitions, vertical integrations and a stronger presence in both existing and new jurisdictions. The success of any such acquisitions will depend, in part, on the ability of the Issuer to realize the anticipated benefits and synergies from integrating the applicable acquired entities or assets into the businesses of the Issuer. Future acquisitions may expose it to potential risks, including risks associated with: (i) the integration of new operations, services and personnel; (ii) unknown or undisclosed liabilities; (iii) the diversion of resources from the Issuer’s existing businesses; (iv) potential inability to generate sufficient revenue to offset new costs; (v) the expenses of acquisitions; and (vi) the potential loss of or harm to relationships with both employees and consultants and existing customers, vendors, suppliers, contractors and other applicable parties resulting from its integration of new businesses. In addition, any proposed acquisitions may be subject to regulatory approval. Other than disclosed herein, as at the date of this Listing Statement, the Issuer does not have any current plans to enter new jurisdictions. While the Issuer intends to conduct reasonable due diligence in connection with such strategic acquisitions, there are risks inherent in any acquisition. Specifically, there could be unknown or undisclosed risks or liabilities of such entities or assets for which the Issuer is not sufficiently indemnified. Any such unknown or undisclosed risks or liabilities could materially and adversely affect the Issuer’s financial performance and results of operations. The Issuer could encounter additional transaction and integration related costs or other factors such as the failure to realize all of the benefits from the acquisition. All of these factors could cause dilution to the Issuer’s revenue per share or decrease or delay the anticipated accretive effect of the acquisition and cause a decrease in the market price of the Issuer Shares. - 86 -

The Issuer may not be able to successfully integrate and combine the operations, personnel and technology infrastructure of any such strategic acquisition with its existing operations. If integration is not managed successfully by the Issuer’s management, the Issuer may experience interruptions in its business activities, deterioration in its employee, customer or other relationships, increased costs of integration and harm to its reputation, all of which could have a material adverse effect on the Issuer’s business, prospects, financial condition, results of operations and cash flows. Control of the Corporation. Mr. Armando Blankleider, a director of the Issuer, is a principal shareholder of the Issuer. On completion of the Business Combination, it is expected that Mr. Blankleider will own or control, directly or indirectly, 20,000,000 Issuer Shares, representing approximately 19.85% of the equity of the Issuer (on a non-diluted basis). By virtue of his status as principal shareholder of the Issuer, and by being a director of the Issuer, Mr. Blankleider has the power to exercise significant influence over all matters requiring shareholder approval, including the election of directors, amendments to the Issuer’s articles and by-laws, mergers, business combinations and the sale of substantially all of the Issuer’s assets. As a result, the Issuer could be prevented from entering into transactions that could be beneficial to the Issuer or its other shareholders. Also, third parties could be discouraged from making a takeover bid. As well, sales by Mr. Blankleider of a substantial number of Issuer Shares could cause the market price of the Issuer Shares to decline. The Issuer is a Holding Company. The Issuer is a holding company and the vast majority its assets are the capital stock of Medic Plast, Yurelan and Ramm. As a result, investors in the Issuer are subject to the risks attributable to Medic Plast, Yurelan and Ramm. As a holding company, the Issuer conducts substantially all of its business through Medic Plast, Yurelan, or Ramm which generates substantially all of its revenues. Consequently, the Issuer’s cash flows and ability to complete current or desirable future enhancement opportunities are dependent on the earnings of Medic Plast, Yurelan, or Ramm, and the distribution of those earnings to the Issuer. The ability of Medic Plast, Yurelan, or Ramm to pay dividends and other distributions will depend on its operating results and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained by Medic Plast, Yurelan, or Ramm and contractual restrictions contained in the instruments governing its debt. In the event of a bankruptcy, liquidation or reorganization of Medic Plast, Yurelan, or Ramm, holders of indebtedness and trade creditors may be entitled to payment of their claims from the assets of Medic Plast, Yurelan, or Ramm before the Issuer. Risks related to investment in a Uruguayan company Operational risks. Uruguay has a history of economic instability or crises (such as inflation or recession). Despite there is no current political instability, and historically there has been no change in laws and regulations, this can be different in the future and could adversely affect the Issuer’s business, financial condition and results of operations. In particular, fluctuations in the Uruguayan economy and actions adopted by the Government of Uruguay have had and may continue to have a significant impact on companies operating in Uruguay, including the Issuer. Specifically, the Issuer may be affected by inflation, foreign currency fluctuations, regulatory policies, business and tax regulations and in general, by the political, social and economic scenarios in Uruguay and in other countries that may affect Uruguay. - 87 -

At the end of 2001 and into 2002, a banking crisis erupted in Uruguay as a result of the financial crisis in neighbouring Argentina and the capital controls and deposit freezes imposed in response by the Argentine government. As a result of high levels of exposure to Argentina, banks in Uruguay began facing liquidity problems, causing large waves of deposit withdrawals from the Uruguayan banking sector, severely impacting solvency of banks, lending, liquidity and economic growth. Future banking crises, including those triggered by neighboring countries, could occur in Uruguay, which could materially and adversely affect the Issuer’s business, financial condition and the results of its operations. Inflation in Uruguay. In the past, high levels of inflation have adversely affected Uruguay’s economy and financial markets, and the ability of its government to create conditions that stimulate or maintain economic growth. Moreover, governmental measures to curb inflation and speculation about possible future governmental measures have contributed to the negative economic impact of inflation and have created general economic uncertainty. According to the World Bank, inflation in Uruguay reached a high of 112.5% in 1990 and has remained relatively high at 8.1% in 2016, 9.4% in 2015 and 8.9% in 2014. A portion of the Issuer’s operating costs are denominated in Uruguayan pesos. Inflation in Uruguay, without a corresponding peso devaluation could result in an increase in the Issuer’s operating costs without a commensurate increase in the Issuer’s revenues, which could adversely affect the Issuer’s financial condition and its ability to pay its foreign denominated obligations. Uruguay may continue to experience relatively high levels of inflation in the future, which may impact domestic demand for the Issuer’s products. Inflationary pressures may also weaken investor confidence in Uruguay, curtail the Issuer’s ability to access foreign financial markets and lead to further government intervention in the economy, including interest rate increases, restrictions on tariff adjustments to offset inflation, intervention in foreign exchange markets and actions to adjust or fix currency values, which may trigger or exacerbate increases in inflation, and consequently have an adverse impact on the Issuer. In an inflationary environment, the value of uncollected accounts receivable, as well as of unpaid accounts payable, declines rapidly. If Uruguay experiences high levels of inflation in the future and price controls are imposed, the Issuer may not be able to adjust the rates the Issuer charges its customers to fully offset the impact of inflation on the Issuer’s cost structures, which could adversely affect its business, financial condition and results of operations. Depreciations of the peso relative to the U.S. dollar or the Euro may also create additional inflationary pressures in Uruguay that may negatively affect the Issuer. Depreciations generally curtail access to foreign financial markets and may prompt government intervention, including recessionary governmental policies. Depreciations also reduce the U.S. dollar or Euro value of dividends and other distributions on the Issuer Shares and the U.S. dollar or Euro equivalent of the market price of the Issuer Shares. Any of the foregoing could materially and adversely affect the Issuer’s business, operating results, and cash flows, as well as the market price of the Issuer Shares. Conversely, in the short-term, a significant increase in the value of the peso against the U.S. dollar would adversely affect the Uruguayan government’s income from exports. This could have a negative effect on gross domestic product, or GDP, growth and employment and could also reduce the public sector’s revenues in the country by reducing tax collection in real terms, as a portion of public sector revenues are derived from the collection of export taxes. - 88 -

Operations in Spanish. As a result of the Issuer conducting its operations in Uruguay, the books and records of the Issuer, including key documents such as material contracts and financial documentation are principally negotiated and entered into in the Spanish language and English translations may not exist or be readily available. Enforcement of judgments. The Issuer is incorporated under the federal laws of Canada; however, all of its non-cash assets are located outside Canada. Furthermore, many of the Issuer’s directors and officers reside outside Canada. As a result, investors may not be able to effect service of process within Canada upon the Issuer’s directors or officers or enforce against them in Canadian courts judgments predicated on Canadian securities laws. Likewise, it may also be difficult for an investor to enforce in Canadian courts judgments obtained against these persons in courts located in jurisdictions outside Canada. As a result of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Issuer Board or controlling shareholders than they would as public shareholders of a Canadian company. Risks Related to the Issuer’s securities The Issuer cannot assure you that a market will continue to develop or exist for the Issuer Shares or what the market price of the Issuer Shares will be. Prior to the Issuer’s proposed listing on the CSE, neither the shares of Medic Plast, Yurelan, Ramm or MTC were listed or posted on any trading exchange, and the Issuer cannot assure that a market will develop or be sustained. If a market does not continue to develop or is not sustained, it may be difficult for investors to sell Issuer Shares at an attractive price or at all. The Issuer cannot predict the prices at which the Issuer Shares will trade. The Issuer may be subject to additional regulatory burden resulting from its public listing on the CSE. Prior to the completion of the Business Combination, neither Medic Plast, Yurelan nor Ramm was subject to the continuous and timely disclosure requirements of Canadian securities laws or other rules, regulations and policies of the CSE. The Issuer is working with its legal, accounting and financial advisors to identify those areas in which changes should be made to the Issuer’s financial management control systems to manage its obligations as a public company listed on the CSE. These areas include corporate governance, corporate controls, disclosure controls and procedures and financial reporting and accounting systems. The Issuer has made, and will continue to make, changes in these and other areas, including the Issuer’s internal controls over financial reporting. However, the Issuer cannot assure holders of Issuer Shares that these and other measures that the Issuer might take will be sufficient to allow us to satisfy the Issuer’s obligations as a public company listed on the CSE on a timely basis. In addition, compliance with reporting and other requirements applicable to public companies listed on the CSE will create additional costs for the Issuer and will require the time and attention of management. The Issuer cannot predict the amount of the additional costs that the Issuer might incur, the timing of such costs or the impact that management’s attention to these matters will have on the Issuer’s business. - 89 -

The market price for Issuer Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Issuer’s control. The market price for Issuer Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Issuer’s control, including the following: (i) actual or anticipated fluctuations in the Issuer’s quarterly results of operations; (ii) recommendations by securities research analysts; (iii) changes in the economic performance or market valuations of companies in the industry in which the Issuer operates; (iv) addition or departure of the Issuer’s executive officers and other key personnel; (v) release or expiration of lock-up or other transfer restrictions on outstanding Issuer Shares; (vi) sales or perceived sales of additional Issuer Shares; (vii) significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or the Issuer’s competitors; (viii) fluctuations to the costs of vital production materials and services; (ix) changes in global financial markets and global economies and general market conditions, such as interest rates and pharmaceutical product price volatility; (x) operating and share price performance of other companies that investors deem comparable to the Issuer or from a lack of market comparable companies; (xi) news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in the Issuer’s industry or target markets; and (xii) regulatory changes in the industry. 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 Issuer Shares may decline even if the 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 might 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 Issuer’s operations could be adversely affected and the trading price of the Issuer Shares might be materially adversely affected. Future sales of Issuer Shares by existing shareholders could reduce the market price of the Issuer shares. Sales of a substantial number of Issuer Shares in the public market could occur at any time. These sales, or the market perception that the holders of a large number of Issuer Shares intend to sell their Issuer Shares, could reduce the market price of the Issuer Shares. Additional Issuer Shares may be available for sale into the public market, subject to applicable securities laws, which could reduce the market price for Issuer Shares. Tax issues. There may be income tax consequences in relation to the Issuer Shares, which will vary according to circumstances of each investor. Prospective investors should seek independent advice from their own tax and legal advisers. No guarantee on the use of available funds by the Issuer. The Issuer cannot specify with certainty the particular uses of its available funds. Management has broad discretion in the application of its available funds. Accordingly, shareholders of Issuer Shares will have to rely upon the judgment of management with respect to the use of available funds, with only limited information concerning management’s specific intentions. The Issuer’s management may spend a portion or all of the available funds in ways that the Issuer’s - 90 - shareholders might not desire, that might not yield a favourable return and that might not increase the value of a shareholder’s investment. The failure by management to apply these funds effectively could harm the Issuer’s business. Pending use of such funds, the Issuer might invest available funds in a manner that does not produce income or that loses value. Currency fluctuations. The Issuer’s revenues and expenses are expected to be primarily denominated in U.S. dollars or Uruguayan pesos, while funding may occur in Canadian dollars or other non-U.S. currencies therefore exposing the Issuer to currency exchange fluctuations. Recent events in the global financial markets have been coupled with increased volatility in the currency markets. Fluctuations in the exchange rate between the U.S. dollar, the Canadian dollar and the Uruguayan peso may have a material adverse effect on the Issuer’s business, financial condition and operating results. The Issuer may, in the future, establish a program to hedge a portion of its foreign currency exposure with the objective of minimizing the impact of adverse foreign currency exchange movements. However, even if the Issuer develops a hedging program, there can be no assurance that it will effectively mitigate currency risks. 18. PROMOTERS This section is not applicable to the Issuer. 19. LEGAL PROCEEDINGS There are no actual or pending material legal proceedings to which the Medic Plast, Yurelan, Ramm, or MTC is a party or of which any of their assets is subject. Management of Medic Plast, Yurelan, Ramm, and MTC are not aware of any such material legal proceedings contemplated against either Medic Plast, Yurelan, Ramm, or MTC, respectively. 20. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS Other than as described elsewhere in this Listing Statement, no director or executive officer of the Issuer or any person or company that is the direct or indirect beneficial owners of, or who exercises control or direction over, more than 10% of any class of the Issuer’s outstanding voting securities, or an associate or affiliate of any persons or companies referred to in this paragraph, has any material interest, direct or indirect, in any transaction within the three years before the date of this Listing Statement, or in any proposed transaction, that has materially affected or will materially affect the Issuer or a subsidiary of the Issuer. 21. AUDITORS, TRANSFER AGENT AND REGISTRAR Auditors Ernst & Young LLP are the auditors for MTC and it is anticipated that MNP LLP will be appointed as the Issuer’s auditors after the closing of the Business Combination. Transfer Agent and Registrar The transfer agent and registrar for the Issuer, after giving effect to the Business Combination, will be Odyssey Trust Company, located at Stock Exchange Tower, 350 - 300 5th Avenue SW, Calgary, Alberta T2P 3C4. - 91 -

22. MATERIAL CONTRACTS Except for contracts made in the ordinary course of business, the following are the only material contracts entered into within two years to the date hereof which are currently in effect and are considered to be currently material: (a) the Master Agreement; (b) the Share Exchange Agreements; and (c) the License. 23. INTEREST OF EXPERTS Ernst & Young, auditors of MTC, which prepared the auditor’s report for the audited financial statements of MTC at and for the fiscal years ended June 30, 2017 and 2018. They are independent as determined by the Institute of Chartered Accountants of Ontario. MNP LLP, auditors of Medic Plast, which prepared the auditor’s report for the audited financial statements of Medic Plast as at and for the fiscal year ended October 31, 2018. They are independent as determined by the Institute of Chartered Accountants of Ontario. RSM Uruguay S.A., auditors of Yurelan, which prepared the auditor’s report for the audited financial statements of Yurelan as at and for the fiscal year ended April 30, 2019. They are independent as determined by the Institute of Chartered Accountants of Ontario. MNP LLP, auditors of Ramm, which prepared the auditor’s report for the audited financial statements of Ramm as at and for the period from the date of incorporation (March 1, 2019) to June 30, 2019. They are independent as determined by 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 Business Combination, any direct or indirect interest in the Issuer, Medic Plast or Yurelan. 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 MTC, Medic Plast Yurelan, and Ramm. 25. FINANCIAL STATEMENTS AND MD&A See Schedules B, C, D, E, F, G, H, I and J. - 1 -

CERTIFICATE

The foregoing contains full, true and plain disclosure of all material information relating to the Issuer. 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 Montevideo, Uruguay, this 28th day of October, 2019.

“Jackie Peter Burnett” (signed) “Matias Piñeiro” (signed) Jackie Peter Burnett Matias Piñeiro President Chief Financial Officer Schedule A

POST-CLOSING CAPITALIZATION OF THE ISSUER The following table sets forth the pro forma consolidated capitalization of the Issuer on completion of the proposed Business Combination:

Number of Number of % of Issued % of Securities Securities (non-diluted) Issued (non-diluted) (fully-diluted) (fully diluted) Public Float

Total outstanding (A) 100,722,552 107,262,338 100% 100% Held by Related Persons or employees of the Issuer or Related Person of the Issuer, or by persons or companies who beneficially own or control, directly or indirectly, more than a 5% voting position in the Issuer (or who would beneficially own or control, directly or indirectly, more than a 5% voting position in the Issuer upon exercise or conversion of other 68,324,444 72,454,444 67.83% 67.54% securities held) (B) Total Public Float (A-B) 32,398,108 34,807,894 32.17% 32.46% 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) 73,820,000(1) 73,820,000(1) 73.29% 68.82%

Total Tradeable Float (A-C) 26,902,552 33,442,338 26.71% 31.18%

Notes: 1. See Section 11 – Escrowed Securities and Securities Subject to Contractual Restrictions on Transfer. - 3 -

Public Securityholders (Registered)

For the purposes of the following table report, “Public Securityholders (Registered)” are persons other than persons enumerated in section (B) of the above “Post-Closing Capitalization of the Issuer” table.

Class of Security: Issuer Shares

Size of Holding Number of holders Total number of securities

1 – 99 securities 18 1,570 100 – 499 securities 98 8,816 500 – 999 securities 0 0 1,000 – 1,999 securities 1 1,958 2,000 – 2,999 securities 1 2,481 3,000 – 3,999 securities 0 0 4,000 – 4,999 securities 2 9,728 5,000 or more securities 82 6,215,507 Total 202 6,240,060

Public Securityholders (Beneficial)

For the purposes of the following table, “Public Securityholders (Beneficial)” includes: (i) beneficial holders holding securities in their own name as registered shareholders; and (ii) beneficial holders holding securities through an intermediary; but does not include “non-public securityholders” being those persons enumerated in section (B) of the above “Post-Closing Capitalization of the Issuer” table.

Class of Security: Issuer Shares

Size of Holding Number of holders Total number of securities

1 – 99 securities 0 0 100 – 499 securities 0 0 500 – 999 securities 0 0 1,000 – 1,999 securities 0 0 2,000 – 2,999 securities 0 0 3,000 – 3,999 securities 0 0 4,000 – 4,999 securities 2 7,704 5,000 or more securities 124 26,150,344 Total 126 26,158,048

For the purposes of this table, “Non-Public Securityholders (Registered)” are persons enumerated in section (B) of the above “Post-Closing Capitalization of the Issuer” table.

Class of Security: Issuer Shares

Size of Holding Number of holders Total number of securities

1 – 99 securities 0 0 100 – 499 securities 0 0 500 – 999 securities 0 0 1,000 – 1,999 securities 0 0 2,000 – 2,999 securities 0 0 3,000 – 3,999 securities 0 0 4,000 – 4,999 securities 0 0 5,000 or more securities 6 68,324,444 - 4 -

Total 6 68,324,444

Provide the following details for any securities convertible or exchangeable into any class of listed securities:

Description of Security (include conversion Number of convertible / Number of listed securities / exercise terms, including conversion / exchangeable securities issuable upon conversion / exercise price) outstanding exercise

Issuer Options(1) 4,130,000 4,130,000

Ramm Debenture Finder Warrants / 24 840,000 840,000 Months / $0.50

Ramm Subscription Receipt Finder 1,441,251 1,441,251 Warrants / 24 Months / $1.35

MTC Subscription Receipt Finder Warrants 128,535 128,535 / 24 Months / $1.35

Notes: (1) See the “Options to Purchase Securities” section in the Listing Statement for a description of the proposed exercise terms and exercise price. Schedule B

FINANCIAL STATEMENTS OF MTC

See attached.

Audited Financial Statements

MTC Growth Fund–I Inc.

For the fiscal year ended June 30, 2019

Independent auditor’s report

To the Shareholders of MTC Growth Fund-I Inc. [the “Fund”]

Opinion We have audited the financial statements of the Fund, which comprise the statement of financial position as at June 30, 2019 and 2018, and the statements of comprehensive income, statements of changes in net assets and statements of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Fund as at June 30, 2019 and 2018, and its financial performance and their cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRSs).

Basis for Opinion We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Fund in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information Management is responsible for the other information. The other information comprises the Management Report of Fund Performance. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. We obtained the Management Report of Fund Performance prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRSs, 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. In preparing the financial statements, management is responsible for assessing the Fund’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Fund or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Fund’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit 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 Fund’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Fund’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Fund to cease to continue as a going concern. • Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Toronto, Canada September 18, 2019

MTC Growth Fund-I Inc.

STATEMENTS OF FINANCIAL POSITION

As at

June 30 June 30 2019 2018 $ $

ASSETS Current assets Investments [cost - $1,121,533; 2018 - $1,537,441] 467,532 988,989 Cash 181,488 52,494 Restricted cash [note 11] 2,892,044 - Total assets 3,541,064 1,041,483

LIABILITIES Current liabilities Accrued management fees 2,360 2,085 Other accrued expenses 43,493 44,636 Subscription fee payable [note 11] 173,523 - Subscription receipts payable [note 11] 2,718,521 - Total liabilities 2,937,897 46,721 Net assets attributable to holders of redeemable shares [note 5] 603,167 994,762

Net assets attributable to holders of redeemable shares per class [note 5] CLASS A 603,167 994,762 Net assets attributable to holders of redeemable shares per class per share [note 5] CLASS A 3.83 6.32

See accompanying notes

On behalf of the Board:

Andrew E.H. Martyn Robert Pollock Director Director MTC Growth Fund-I Inc.

STATEMENTS OF COMPREHENSIVE INCOME

For the years ended June 30

2019 2018 $ $

INCOME Interest for distribution purposes 3,046 3,631 Dividend income 561 5,706 Other income - 2,100 Other changes in fair value of investments Net realized gain (loss) on sale of investments (174,534) 63,053 Net foreign exchange gain (loss) on cash (3,123) 342 Net other gain (loss) 188 (3,883) Change in unrealized appreciation (depreciation) of investments (105,115) (151,025) (278,977) (80,076)

EXPENSES Management fees [note 8] 11,117 19,785 Audit fees 34,550 25,273 Custodial and administrative fees 1,698 2,248 Independent Review Committee fees 10,500 4,750 Legal fees 2,000 4,113 Registration and other filing fees 7,474 12,000 Commissions and other portfolio transaction costs [note 10] 5,583 12,272 Withholding expenses 767 399 Harmonized Sales Tax 11,429 13,600 Accounting fees 27,500 30,000 Other expenses - 3,600 112,618 128,040 Increase (decrease) in net assets attributable to holders of redeemable shares (391,595) (208,116)

Increase (decrease) in net assets attributable to holders of redeemable shares per class Class A (391,595) (208,116) Increase (decrease) in net assets attributable to holders of redeemable shares per share Class A - 157,349 weighted average number of shares outstanding [2018 - 159,343] (2.49) (1.31)

See accompanying notes MTC Growth Fund-I Inc.

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended June 30

2019 2018 $ $

Net assets attributable to holders of redeemable shares, beginning of year 994,762 1,237,741 Increase (decrease) in net assets attributable to holders of redeemable shares (391,595) (208,116) Redemption of shares - (34,863) Net assets attributable to holders of redeemable shares, end of year 603,167 994,762

See accompanying notes MTC Growth Fund-I Inc.

STATEMENTS OF CASH FLOWS

For the years ended June 30

2019 2018 $ $

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Increase (decrease) in net assets attributable to holders of redeemable shares (391,595) (208,116) Adjustments for: Change in unrealized foreign exchange (gain) loss on cash 3,123 (342) Net realized (gain) loss on sale of investments 174,534 (63,053) Net change in unrealized (appreciation) depreciation of investments 105,115 151,025 Purchase of investments (233,276) (1,103,295) Proceeds from the sale of investments 475,084 1,251,661 Interest receivable - 1,642 Other liabilities (868) (12,641) Cash flows from (used in) operating activities 132,117 16,881

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES Amount paid on redemptions of shares - (34,863) Cash flows from (used in) financing activities - (34,863)

Change in unrealized foreign exchange (gain) loss on cash (3,123) 342 Net decrease in cash during the year 132,117 (17,982) Cash, beginning of year 52,494 70,134 Cash, end of year 181,488 52,494

Supplemental cash flow information: Interest received 3,046 5,273 Dividends received, net of withholding taxes (206) 5,307

See accompanying notes MTC Growth Fund-I Inc.

SCHEDULE OF INVESTMENT PORTFOLIO

As at June 30, 2019

Number of Fair shares or Type of Cost value units security $ $

CANADIAN EQUITIES [45.0%] 800 Air Canada Common 30,704 31,752 40,000 Blockchain Power Trust Units 30,210 3,000 250,000 BNK Petroleum Common 178,455 55,000 27,200 Canadian Premium Sand Inc. Common 47,178 22,440 80,000 Legend Power Systems Inc. Common 17,536 23,600 400,000 Maple Gold Mines Ltd. Common 111,608 38,000 50,000 Neo Lithium Corp. Common 73,000 33,000 125,000 Nighthawk Gold Corp. Common 117,963 62,500 150,000 Terrace Energy Corp. Common 298,732 1,875 905,386 271,167

FOREIGN EQUITIES [25.5%] 7,000 CSI Compressco L.P. Common 61,954 32,381 250 GoDaddy Inc., Class 'A' Common 23,901 22,917 2,000 Grayscale Bitcoin Trust Units 28,214 39,542 250 Lululemon Athletica Inc. Common 51,778 58,873 165,847 153,713 CANADIAN BONDS [7.1%] 40,000 Premium Brands Holdings Corp. Convertible, callable 50,300 42,652 50,300 42,652

Transaction costs (8,333) Total investment portfolio [77.5%] 1,113,200 467,532

Other assets, less liabilities [22.5%] 135,635 Total net assets attributable to holders of redeemable shares [100.0%] 603,167

See accompanying notes MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2019

1. REPORTING ENTITY

MTC Growth Fund-I Inc. [the “Fund”], is a Canadian mutual fund Corporation that was established under the laws of the Province of Ontario by a declaration of trust dated October 1988. Falcon Asset Management Inc. is the manager [the “Manager”] of the Fund. The address of the Fund’s registered office is 282 Maple Leaf Drive, Toronto, Ontario, M6L 1P3. The financial statements of the Fund as at and for the year ended June 30, 2019 were authorized for issue on September 18, 2019.

2. BASIS OF PRESENTATION

These financial statements have been prepared in compliance with International Financial Reporting Standards [“IFRS”].

The financial statements have been prepared on a going concern basis using the historical cost convention except for financial assets and financial liabilities measured at fair value through profit or loss [“FVTPL”]. The Fund is an investment entity and primarily all financial assets and financial liabilities are measured at FVTPL in accordance with IFRS. The Fund’s accounting policies for measuring fair value of investments are identical to those used in measuring the net asset value [“NAV”] for transactions with shareholders.

These financial statements are presented in Canadian dollars, which is the Fund’s functional currency.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Classification of and recognition of financial instruments

Effective July 1, 2018, the Fund adopted IFRS 9 Financial Instruments. The new standard requires financial assets to be classified into one of three categories based on the entity’s business model for managing financial assets and the contractual cash flow characteristics of financial assets. The three categories are:

• Amortized Cost – Assets held within a business model whose objective is to collect cash flows and where the contractual cash flows of the assets are solely payments of principal and interest. • Fair Value Through Other Comprehensive Income (FVOCI) – Financial assets such as debt instruments that are solely payments of principal and interest and are held within a business model with objectives that include both collecting the associated contractual cash flows and selling financial assets. Gains and Losses are reclassified to Profit or Loss upon de- recognition for debt instruments but remain in Other Comprehensive Income for equity instruments. • Fair Value Through Profit or Loss (FVTPL) – A financial asset is measured at FVTPL unless it is measured at Amortized Cost or FVOCI. For all instruments classified as FVTPL, the gains and losses are recognized in Profit or Loss. MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2019

Upon transition from IAS 39 to IFRS 9 the Fund’s financial assets and liabilities previously designated as FVTPL or classified as held for trading under IAS 39 are now classified as FVTPL. Financial assets that were previously classified as loans and receivables under IAS 39 are now classified as amortized cost. The classification and measurement of other liabilities under the new standard remains generally unchanged. As a result of the transition to IFRS 9, there were no changes in the measurement for any of the financial assets and financial liabilities in the current or comparative period.

Fair value hierarchy

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 – Quoted [unadjusted] market prices in active markets for identical assets or liabilities

Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

The breakdown of the Fund into the three-level hierarchy is provided in note 11.

Valuation of investments

Investments held include Canadian and foreign equities and are recorded at their last traded market price where the last traded price falls within that day’s bid-ask spread. In circumstances where the last traded price is not within the bid-ask spread, the Manager determines the point within the bid- ask spread that is most representative of fair value based on specific facts and circumstances.

Securities with no available closing prices are valued at the last available sale or close price. The difference between the fair value and the cost represents the unrealized appreciation (depreciation) of investments.

Investments quoted in active markets are valued at the last traded market price within the day’s bid-ask spread on the securities exchange on which they are principally traded. Short-term investments are valued at the market quotations from recognized investment dealers. Investments in common shares of unlisted companies are priced at fair value as determined by the investment manager using a valuation methodology.

Investment transactions, transaction costs and income recognition

Investment transactions are accounted for on the trade date excluding transaction costs. Gains or losses arising from the sale of investments are determined using the average cost basis. Interest MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2019

income is recorded as earned and dividend income is recorded on the ex-dividend date. Stock dividends are recorded in income based on the fair value of the security.

Transaction costs, such as brokerage commissions, incurred in the cost of purchases or proceeds from sale of securities by the Fund, are expensed in the statements of comprehensive income in the period incurred.

Restricted cash

Restricted cash represents cash that is held in escrow related to the issuance of subscription receipts that are subject to certain escrow release conditions.

Subscription receipts payable

Subscription receipts payable represents the subscription receipts issued by MTC Growth Fund – I through non-brokered private placement. Each subscription receipt entitling the holder thereof to receive, upon the satisfaction or waiver of certain escrow release conditions at or before the escrow release deadline.

Foreign currency translation

Assets and liabilities denominated in foreign currencies are translated into Canadian dollars at the exchange rates prevailing at the year-end.

Purchases and sales of foreign investments, income and expenses have been translated into Canadian dollars at the rate of exchange prevailing on the respective dates of such transactions.

Other assets and liabilities

Cash is carried at cost, which approximates fair value. The Fund’s other financial assets, which may include accrued interest, dividends receivable, amounts due from brokers and subscriptions receivable, are designated as loans and receivables, and carried at cost or amortized cost. The Fund’s other financial liabilities, which may include operating expenses payable, amounts due to brokers, and subscriptions payable, are designated as such and are carried at cost or amortized cost. Cost or amortized cost for these financial assets and financial liabilities approximates fair value.

Increase (decrease) in net assets attributable to holders of redeemable shares per share

The increase (decrease) in net assets attributable to holders of redeemable shares per share in the statements of comprehensive income represents the increase (decrease) in net assets attributable to holders of redeemable shares for the year divided by the weighted average shares outstanding during the year for each class.

MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2019

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of financial statements requires management to use judgment in applying its accounting policies and make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. These estimates are reviewed periodically by management and as adjustments become necessary, they are reported in income in the period in which they become known.

5. NET ASSETS

Net assets consist of the following:

June 30, June 30, 2019 2018 $ $ Mutual fund shares [note 7] 4,362,551 4,362,551 Undistributed net loss (3,113,716) (2,827,236) Unrealized appreciation (depreciation) of investments (645,668) (540,553) 603,167 994,762

6. FINANCIAL RISK MANAGEMENT

The Fund’s investment objective is to obtain long-term growth by investing primarily in growth equity securities. The Fund is exposed to risks that are associated with its investment strategies, financial instruments and markets in which it invests. Such risks include market price risk, interest rate risk, liquidity risk, currency risk, concentration risk and credit risk. The Board of Directors seeks to manage these risks through its investment approach, which involves evaluating the potential of individual companies and their management through independent research and analysis. The Board of Directors invests in companies that it believes have promising prospects in the current economic environment.

Market price risk

Changes in market prices can cause the fair value of the financial instrument to fluctuate. These changes can be caused by factors specific to the individual security such as potential or actual profitability of the underlying company, ability to finance operations and capital programs, number and calibre of competitors and the effect of actual or potential regulation on business operations. Changes can also be caused by factors affecting all similar securities traded in the market such as macroeconomic or political conditions.

Investment in equity securities contributes the most significant exposure to market price risk for the Fund. As at June 30, 2019, had the value of the Fund’s benchmark, the S&P/TSX Composite Index, increased or decreased by 10%, the Fund’s net assets would have correspondingly MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2019

increased or decreased by approximately $44,193 [2018 – $93,857]. This analysis is based on a historical correlation of the benchmark to the Fund using three years of monthly returns. In practice, actual results may differ from this analysis and the difference could be material.

Interest rate risk

Interest rate risk is the risk that the fair value of interest-bearing financial instruments will fluctuate due to changes in market interest rates. In general, as interest rates fall, the value of fixed income securities rises and when interest rates rise, the value of fixed income securities falls. The table below summarizes the Fund’s exposure to interest rate risks. It includes the Fund’s assets and trading liabilities at fair values, categorized by the earlier of contractual re-pricing or maturity dates.

Less than More than As at 1 year 1-3 years 3-5 years 5 years Total June 30, 2019 $ $ $ $ $ Bonds - - 42,652 - 42,652

Less than More than As at 1 year 1-3 years 3-5 years 5 years Total June 30, 2018 $ $ $ $ $ Bonds - - 55,310 47,800 103,110

As at June 30, 2019, had the prevailing interest rates raised or lowered by 1%, with all other variables held constant, net assets attributable to holders of redeemable shares would have increased or decreased, respectively, by $1,763 [2018 – $4,625].

Liquidity risk

Liquidity risk refers to the risk that the Fund will encounter difficulty in meeting obligations associated with financial liabilities. The Fund is exposed to liquidity risk by way of weekly cash redemptions of redeemable shares.

In accordance with securities legislation, the Fund maintains a minimum of 90% of its net assets in listed securities that are traded on a recognized exchange and can be disposed of for cash and used to meet obligations such as redemptions or expenses. In general, liquidity risk is a significant risk factor the Fund faces given that the majority of investments are small capitalization companies that tend to lose liquidity during volatile equity markets.

MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2019

Currency risk

Currency risk arises from financial instruments that are denominated in a currency other than the Canadian dollar, which is the Fund’s functional currency. The Fund is exposed to the risk that the value of securities denominated in other currencies will fluctuate due to changes in exchange rates.

The table below indicates the currencies to which the Fund had significant exposure as at year- end, on both its trading monetary, non-monetary assets and liabilities as well as the underlying principal amount of forward currency contracts that the Fund had significant exposure to as at June 30, 2019 and June 30, 2018, disclosed in Canadian dollars:

As at June 30, 2019 Cash and Investments cash equivalents Total Currency $ $ $ U.S. Dollars 153,713 98,627 252,340

As at June 30, 2018

Cash and Investments cash equivalents Total Currency $ $ $ U.S. Dollars 319,394 2,278 321,672

As at June 30, 2019, if the Canadian dollar had changed by 5% relative to all foreign currencies, the Fund’s net assets would have increased or decreased by approximately $12,617 [2018 – $16,084].

Concentration risk

Concentration risk arises as a result of the concentration of exposures within the same category, whether it is geographical location, product type, industry sector or counterparty type.

The following is a summary of the Fund’s concentration risk, expressed in terms of percentage of net assets invested by geographical location as at June 30, 2019 and 2018:

2019 2018 % % Canadian Equities 45.0 56.9 Foreign Equities 25.5 32.1 Canadian Bonds 7.1 10.4 77.5 99.4

MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2019

Credit risk

Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Fund.

2019 2018 Bond Ratings % % Unrated (U) 7.1 10.4 7.1 10.4

7. MUTUAL FUND SHARES

The authorized share capital of the Fund consists of an unlimited number of mutual fund shares with no par value. The holders of these shares have the right under the Fund’s articles of incorporation to require the Fund to repurchase their shares at their current net asset value, in the manner outlined in the Fund’s articles of incorporation.

The Fund manages its capital in accordance with its investment objective while maintaining sufficient liquid assets to manage liquidity risk, as detailed in note 6. The changes in the Fund’s capital are shown in the statements of changes in net assets. The Fund is not subject to externally imposed capital requirements.

Changes in mutual fund shares are as follows:

June 30, June 30, 2019 2018 # # Balance, beginning of year 157,349 161,111 Shares redeemed - (3,762) Balance, end of year 157,349 157,349

8. RELATED PARTY TRANSACTIONS AND FUND EXPENSES

Management Fees and Other Expenses

Falcon Asset Management Inc. is 100% wholly owned by Andrew Martyn, a Director of the Fund. The Manager provides investment and administrative services. In exchange for these services, the Fund pays management fees based on a percentage of the NAV, which is paid monthly to the Manager. The maximum annual management fees is 1.5% of the NAV.

The Fund is also responsible for the payment of all legal and audit fees in relation to the operation of the Fund, brokerage commissions and other transaction costs, application taxes, interest expenses, custodial and administrative fees, independent review committee fees, registration and other filing fees.

MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2019

9. INCOME TAXES

The Fund qualifies as a mutual fund corporation as defined by the Income Tax Act (Canada). As a mutual fund corporation, the Fund is entitled to capital gain refunds in respect of [i] capital gains dividends paid by it; and [ii] qualifying redemptions to the extent that the Fund has paid or is liable to pay Canadian federal income tax on its taxable capital gains. As a result thereof, and for the deduction of expenses in computing its taxable income, no provision for income taxes was made in the financial statements.

Tax losses

Capital losses can be carried forward indefinitely and offset against future taxable capital gains. The Fund has capital losses of $868,836 [2018 – $689,152] available for carry forward as at June 30, 2019.

Non-capital losses have expiry periods of up to 20 years and can be offset against future taxable income. As at June 30, 2019, the Fund has total non-capital losses of $1,343,507 [2018 – $1,237,417] available for carry forward or carry back. If not utilized, these non-capital losses will begin to expire in 2029, as follows:

Non-capital losses Expiry $ 170,585 2029 65,737 2030 175,177 2032 179,727 2033 126,843 2034 159,034 2035 167,925 2036 103,763 2037 88,065 2038 106,651 2039

The benefit of these losses and credits have not been reflected in the financial statements.

10. BROKERAGE COMMISSIONS

Commissions paid to brokers for portfolio transactions for the year amounted to $5,583 [2018 – $12,272].

MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2019

11. SUBSCRIPTION RECEIPTS PAYABLE

On May 16, 22 and 23, 2019 MTC completed, through non-brokered private placement, the sale of an aggregate 2,142,255 MTC Subscription Receipts at a price of $1.35 per MTC Subscription Receipt for aggregate gross proceeds of $2,892,044. An aggregate cash fee of $173,523 is payable to certain eligible finders in consideration of services rendered in connection with the offering. This offering was completed in contemplation of the proposed transaction discussed in note 14.

12. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash, dividends receivable, interest receivable, accrued management fees and other accrued expenses approximate their fair values because of the short-term nature of these items. The following table outlines the fair value hierarchy of the remaining financial instruments as at June 30, 2019 and 2018.

Level 1 Level 2 Level 3 Total As at June 30, 2019 $ $ $ $ Investments 376,965 90,567 - 467,532

Level 1 Level 2 Level 3 Total As at June 30, 2018 $ $ $ $ Investments 883,254 105,735 - 988,989

Financial instruments are classified as Level 1 when the related security or derivative is actively traded and a quoted price is available. Financial instruments are classified as Level 2 when the related security or derivative has inputs other than quoted prices that are observable for the asset or liability either directly or indirectly. If an instrument classified as Level 1 subsequently ceases to be actively traded, it is transferred out of Level 1. In such cases, instruments are reclassified into Level 2, unless the measurement of their fair value requires the use of significant unobservable inputs, in which case they are classified as Level 3.

The following were transfers between Level 1 and 2 for assets and liabilities held at June 30, 2019:

Transfer from Transfer from Level 1 to Level 2 Level 2 to Level 1 As at June 30, 2019 $ $ Equities 23,600 -

For the year ended June 30, 2018, there were no transfers between Level 1 and Level 2 investments held by the Fund.

MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2019

13. SCHEDULE OF PORTFOLIO TRANSACTIONS

A schedule of portfolio transactions for the year ended June 30, 2019 may be provided without charge to shareholders by writing to:

Andrew Martyn - Director MTC Growth Fund-I Inc. 282 Maple Leaf Drive Toronto, Ontario M6L 1P3

14. PROPOSED TRANSACTION

The Fund announced on May 3, 2019 that it had entered into binding letter agreements (collectively, the “Letter Agreements”) with: (i) shareholders of Medic Plast S.A. (“Medic Plast” or “MP”), a Uruguayan entity engaged in the pharmaceutical and medical device business, and Yurelan S.A. (“Y”), a Uruguayan entity engaged in an agricultural related business, to acquire MP and Y in exchange for common shares of MTC (the “Resulting Issuer Shares”) as it exists after the completion of the Reverse Take-over (“RTO”) (the “Resulting Issuer”); and (ii) Ramm Pharma Corp. (“Ramm”), a private Ontario company, and creditor to MP and Y, pursuant to which a wholly-owned subsidiary of MTC (“Subco”) will amalgamate with Ramm (the “Amalgamation”) on the terms and conditions of an amalgamation agreement to be entered into by MTC, Subco and Ramm.

Consequently, the Fund expects to transition from its current status as an investment fund to a non-investment fund (the “Proposed Transition”). The Board of Directors of MTC (the “Board”) has determined it is in the best interest of the Fund to proceed with the Proposed Transition and has called a special meeting of the shareholders of the Fund to vote on certain resolutions related to the Proposed Transition and reorganization of the Fund.

Audited Financial Statements

MTC Growth Fund–I Inc.

For the fiscal year ended June 30, 2018

Independent auditors’ report

To the Shareholders of MTC Growth Fund-I Inc. [the “Fund”]

We have audited the accompanying financial statements of the Fund, which comprise the statements of financial position as at June 30, 2018 and 2017, and the statements of comprehensive income, changes in net assets 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 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 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 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 audits 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 Fund as at June 30, 2018 and 2017, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Toronto, Canada September 21, 2018

MTC Growth Fund-I Inc.

STATEMENTS OF FINANCIAL POSITION

As at

June 30 June 30 2018 2017 $ $

ASSETS Current assets Investments [cost - $1,537,441; 2017 - $1,622,458] 988,989 1,225,327 Cash 52,494 70,134 Interest receivable - 1,642 Total assets 1,041,483 1,297,103

LIABILITIES Current liabilities Accrued management fees 2,085 2,112 Other accrued expenses 44,636 57,250 Total liabilities 46,721 59,362 Net assets attributable to holders of redeemable shares [notes 5 and 13] 994,762 1,237,741

Net assets attributable to holders of redeemable shares per class [note 13] CLASS A 994,762 1,237,741 Net assets attributable to holders of redeemable shares per class per share [notes 5 and 13] CLASS A 6.32 7.68

See accompanying notes

On behalf of the Board:

Andrew E.H. Martyn Robert Pollock Director Director MTC Growth Fund-I Inc.

STATEMENTS OF COMPREHENSIVE INCOME

For the years ended June 30

2018 2017 $$

INCOME Interest for distribution purposes 3,631 12,254 Dividend income 5,706 4,869 Other income 2,100 - Other changes in fair value of investments Net realized gain (loss) on sale of investments 63,053 106,372 Net foreign exchange gain (loss) on cash 342 1,495 Net other gain (loss) (3,883) (2,398) Change in unrealized appreciation (depreciation) of investments (151,025) (405,611) (80,076) (283,019)

EXPENSES Management fees [note 8] 19,785 23,957 Audit fees 25,273 43,468 Custodial and administrative fees 2,248 2,780 Independent Review Committee fees 4,750 10,000 Legal fees 4,113 4,064 Registration and other filing fees 12,000 29,425 Commissions and other portfolio transaction costs [note 10] 12,272 14,609 Withholding expenses 399 122 Harmonized Sales Tax 13,600 15,659 Accounting fees 30,000 30,000 Other expenses 3,600 1,213 128,040 175,297 Increase (decrease) in net assets attributable to holders of redeemable shares (208,116) (458,316)

Increase (decrease) in net assets attributable to holders of redeemable shares per class Class A (208,116) (458,316) Increase (decrease) in net assets attributable to holders of redeemable shares per share Class A - 159,343 weighted average number of shares outstanding [2017 - 168,751] (1.31) (2.72)

See accompanying notes MTC Growth Fund-I Inc.

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended June 30

2018 2017 $$

Net assets attributable to holders of redeemable shares, beginning of year 1,237,741 1,812,457 Increase (decrease) in net assets attributable to holders of redeemable shares (208,116) (458,316) Subscription of shares - - Redemption of shares (34,863) (116,400) Net assets attributable to holders of redeemable shares, end of year 994,762 1,237,741

See accompanying notes MTC Growth Fund-I Inc.

STATEMENTS OF CASH FLOWS

For the years ended June 30

2018 2017 $$

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Increase (decrease) in net assets attributable to holders of redeemable shares (208,116) (458,316) Adjustments for: Change in unrealized foreign exchange (gain) loss on cash (342) (1,495) Net realized (gain) loss on sale of investments (63,053) (106,372) Net change in unrealized (appreciation) depreciation of investments 151,025 405,611 Purchase of investments (1,103,295) (1,386,665) Proceeds from the sale of investments 1,251,661 1,537,718 Interest receivable 1,642 (1,014) Dividends receivable - 66 Other liabilities (12,641) 6,119 Cash flows from (used in) operating activities 16,881 (4,348)

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES Amount received from the issuance of shares - - Amount paid on redemptions of shares (34,863) (116,400) Cash flows from (used in) financing activities (34,863) (116,400)

Change in unrealized foreign exchange (gain) loss on cash 342 1,495 Net decrease in cash during the year (17,982) (120,748) Cash, beginning of year 70,134 189,387 Cash, end of year 52,494 70,134

Supplemental cash flow information: Interest received 5,273 11,240 Dividends received, net of withholding taxes 5,307 4,812

See accompanying notes MTC Growth Fund-I Inc.

SCHEDULE OF INVESTMENT PORTFOLIO

As at June 30, 2018

Number of Fair shares or Type of Cost value units security $ $

CANADIAN EQUITIES [56.9%] 10,000 Baytex Energy Corp. Common 41,346 43,700 80,000 Blockchain Power Trust Common 60,420 16,000 250,000 BNK Petroleum Inc. Common 178,455 132,500 10,000 GoldMoney Inc. Common 44,453 29,000 130,000 Legend Power Systems Inc. Common 28,496 75,400 400,000 Maple Gold Mines Ltd. Common 111,608 56,000 50,000 Neo Lithium Corp. Common 73,000 65,500 125,000 Nighthawk Gold Corp. Common 117,963 52,500 30,000 Obsidian Energy Ltd. Common 45,650 44,700 150,000 Terrace Energy Corp. Common 298,731 2,625 100,000 Toachi Mining Inc. Common 42,780 14,000 43,200 White Gold Corp. Common 53,909 34,560 1,096,811 566,485

FOREIGN EQUITIES [32.1%] 7,000 CSI Compressco L.P. Common 65,440 51,381 2,000 Electro Scientific Industries Inc. Common 54,695 41,489 10,000 Fang Holdings Ltd., ADR Common 56,977 51,040 500 GoDaddy Inc., Class 'A' Common 47,802 46,435 2,000 Jupai Holdings Ltd., ADR Common 41,256 49,750 600 YY Inc., ADR Common 70,014 79,299 336,184 319,394 CANADIAN BONDS [10.4%] 40,000 Premium Brands Holdings Corp. Convertible, callable 50,300 47,800 50,000 Surge Energy Inc. Convertible, callable 54,146 55,310 104,446 103,110

Transaction costs (7,899) Total investment portfolio [99.4%] 1,529,542 988,989

Other assets, less liabilities [0.6%] 5,773 Total net assets attributable to holders of redeemable shares [100.0%] 994,762

See accompanying notes MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2018

1. REPORTING ENTITY

MTC Growth Fund-I Inc. [the “Fund”], is a Canadian mutual fund corporation that was established under the laws of the Province of Ontario by a declaration of trust dated October 1988. Falcon Asset Management Inc. is the manager [the "Manager"] of the Fund. The address of the Fund’s registered office is 282 Maple Leaf Drive, Toronto, Ontario, M6L 1P3. The financial statements of the Fund for the year ended June 30, 2018 were authorized for issue on September, 21 2018.

2. BASIS OF PRESENTATION AND ADOPTION OF IFRS

These financial statements have been prepared in compliance with International Financial Reporting Standards [“IFRS”].

The financial statements have been prepared on a going concern basis using the historical cost convention except for financial assets and financial liabilities measured at Fair Value Through Profit or Loss [“FVTPL”]. The Fund is an investment entity and primarily all financial assets and liabilities are measured at FVTPL in accordance with IFRS. The Fund’s accounting policies for measuring fair value of investments are identical to those used in measuring the Net Asset Value [“NAV”] for transactions with shareholders.

These financial statements are presented in Canadian dollars, which is the Fund’s functional currency.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial instruments

The Fund recognizes a financial asset or a financial liability when it becomes a party to the contractual provisions of the instrument. Purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the market place [regular way trades] are recognized on the trade date, i.e., the date that the Fund commits to purchase or sell the asset.

The Fund classifies its financial assets and financial liabilities at initial recognition into the following categories, in accordance with IAS 39, Financial Instruments: Recognition and Measurement [“IAS 39”].

Financial assets and financial liabilities at FVTPL

The Fund classifies its investments as financial assets at FVTPL. These financial assets are designated upon initial recognition on the basis that they are part of a group of financial assets that are managed and have their performance evaluated on a fair value basis, in accordance with risk management and investment strategies of the Fund. MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2018

For all other financial instruments not traded in an active market, the fair value is determined by using valuation techniques deemed to be appropriate in the circumstances.

Subsequent to initial recognition, all financial assets and financial liabilities at FVTPL are measured at fair value. Gains and losses arising from changes in the fair value of the “financial assets or financial liabilities at FVTPL” category are presented in the statements of comprehensive income within “Change in unrealized appreciation (depreciation) on investments” in the period in which they arise. Interest and dividend income earned or paid on these instruments are recorded separately in interest income or expense and dividend income or expense.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Financial assets classified as loans and receivables are measured at amortized cost. Transaction costs are included in the initial carrying amount of the asset. The Fund includes in this category interest receivable and accrued dividends receivable.

Other financial liabilities

This category includes all financial liabilities, other than those classified at FVTPL. Financial liabilities classified as other financial liabilities are subsequently measured at amortized cost. Transaction costs are included in the initial carrying amount of the liability.

Fair value hierarchy

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

· Level 1 – Quoted [unadjusted] market prices in active markets for identical assets or liabilities

· Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

· Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

The breakdown of the Fund into the three-level hierarchy is provided in note 11.

Valuation of investments

Investments held include Canadian and foreign equities and are recorded at their last traded market price where the last traded price falls within that day’s bid-ask spread. In circumstances where the last traded price is not within the bid-ask spread, the Manager determines the point within the bid- ask spread that is most representative of fair value based on specific facts and circumstances. MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2018

Securities with no available closing prices are valued at the last available sale or close price. The difference between the fair value and the cost represents the unrealized appreciation (depreciation) of investments.

Investments quoted in active markets are valued at the last traded market price within the day’s bid-ask spread on the securities exchange on which they are principally traded. Short-term investments are valued at the market quotations from recognized investment dealers. Investments in common shares of unlisted companies are priced at fair value as determined by the investment manager using a valuation methodology.

Investment transactions, transaction costs and income recognition

Investment transactions are accounted for on the trade date excluding transaction costs. Gains or losses arising from the sale of investments are determined using the average cost basis. Interest income is recorded as earned and dividend income is recorded on the ex-dividend date. Stock dividends are recorded in income based on the fair value of the security.

Transaction costs, such as brokerage commissions, incurred in the cost of purchases or proceeds from sale of securities by the Fund, are expensed in the statements of comprehensive income in the period incurred.

Foreign currency translation

Assets and liabilities denominated in foreign currencies are translated into Canadian dollars at the exchange rates prevailing at the year-end.

Purchases and sales of foreign investments, income and expenses have been translated into Canadian dollars at the rate of exchange prevailing on the respective dates of such transactions.

Other assets and liabilities

Cash is carried at cost, which approximates fair value. The Fund’s other financial assets, which may include accrued interest, dividends receivable, amounts due from brokers and subscriptions receivable, are designated as loans and receivables, and carried at cost or amortized cost. The Fund’s other financial liabilities, which may include operating expenses payable, amounts due to brokers, and subscriptions payable, are designated as such and are carried at cost or amortized cost. Cost or amortized cost for these financial assets and liabilities approximates fair value.

Increase (decrease) in net assets attributable to holders of redeemable shares per share

The increase (decrease) in net assets attributable to holders of redeemable shares per share in the Statements of Comprehensive Income represents the increase (decrease) in net assets attributable to holders of redeemable shares for the year divided by the weighted average shares outstanding during the year for each class. MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2018

Future accounting changes

The International Accounting Standards Board has issued the following new standards and amendments to existing standards that are not yet effective.

IFRS 9, Financial Instruments [“IFRS 9”] replaces IAS 39, Financial Instruments: Recognition and Measurement, and is effective for annual periods beginning on or after January 1, 2018, with early application permitted. IFRS 9 brings together three aspects of the accounting for financial instruments: classification and measurement, impairment and hedge accounting.

The Fund will adopt IFRS for annual periods beginning July 1, 2018. Based on the Fund’s business model and contractual cash flow characteristics, the Manager anticipates that all portfolio investments will continue to be measured at fair value. As the Fund does not apply hedge accounting and primarily all financial instruments are measured at fair value, the Manager expects no significant impact on the Fund’s net assets and results of operations on adoption of IFRS 9.

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of financial statements requires management to use judgment in applying its accounting policies and make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. These estimates are reviewed periodically by management and as adjustments become necessary, they are reported in income in the period in which they become known.

Classification and measurement of investments and application of the fair value option

In classifying and measuring financial instruments held by the Fund, the Manager is required to make significant judgments on the classification of these investments as either held for trading or designated as FVTPL under IAS 39. Due to the fact the investments have not been acquired or incurred principally for the purpose of selling or repurchasing in the near term and there is no evidence of a recent actual pattern of short-term profit taking, the investments are designated as FVTPL and are not considered to be held for trading. The most significant judgments made include the determination that certain investments are not held-for-trading and that the fair value option can be applied.

MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2018

5. NET ASSETS

Net assets consist of the following:

June 30, June 30, 2018 2017 $ $ Mutual fund shares [note 7] 4,362,551 4,397,414 Undistributed net loss (2,827,236) (2,770,145) Unrealized appreciation (depreciation) of investments (540,553) (389,528) 994,762 1,237,741

6. FINANCIAL RISK MANAGEMENT

The Fund’s investment objective is to obtain long-term growth by investing primarily in growth equity securities. The Fund is exposed to risks that are associated with its investment strategies, financial instruments and markets in which it invests. Such risks include market price risk, interest rate risk, liquidity risk, currency risk, concentration risk and credit risk. The Board of Directors seeks to manage these risks through its investment approach, which involves evaluating the potential of individual companies and their management through independent research and analysis. The Board of Directors invests in companies that it believes have promising prospects in the current economic environment.

Market Price Risk

Changes in market prices can cause the fair value of the financial instrument to fluctuate. These changes can be caused by factors specific to the individual security such as potential or actual profitability of the underlying company, ability to finance operations and capital programs, number and calibre of competitors and the effect of actual or potential regulation on business operations. Changes can also be caused by factors affecting all similar securities traded in the market such as macroeconomic or political conditions.

Investment in equity securities contributes the most significant exposure to market price risk for the Fund. As at June 30, 2018, had the value of the Fund’s benchmark, the S&P/TSX Venture Composite Index, increased or decreased by 10%, the Fund’s net assets would have correspondingly increased or decreased by approximately $93,857 [2017 - $106,293]. This analysis is based on a historical correlation of the benchmark to the Fund using three years of monthly returns. In practice, actual results may differ from this analysis and the difference could be material.

Interest Rate Risk

Interest rate risk is the risk that the fair value of interest-bearing financial instruments will fluctuate due to changes in market interest rates. In general, as interest rates fall, the value of fixed income securities rises, and when interest rates rise, the value of fixed income securities falls. The table below summarizes the Fund's exposure to interest rate risks. It includes the Fund's assets and MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2018

trading liabilities at fair values, categorized by the earlier of contractual re-pricing or maturity dates.

Less than More than As at 1 year 1-3 years 3-5 years 5 years Total June 30, 2018 $ $ $ $ $

Bonds - - 55,310 47,800 103,110

Less than More than As at 1 year 1-3 years 3-5 years 5 years Total June 30, 2017 $ $ $ $ $

Bonds - - 259,459 - 259,459

As at June 30, 2018, had the prevailing interest rates risen or lowered by 1%, with all other variables held constant, net assets attributable to holders of redeemable shares would have increased or decreased, respectively, by $4,625 [2017 – $10,872].

Liquidity Risk

Liquidity risk refers to the risk that the Fund will encounter difficulty in meeting obligations associated with financial liabilities. The Fund is exposed to liquidity risk by way of weekly cash redemptions of redeemable shares.

In accordance with securities legislation, the Fund maintains a minimum of 90% of its net assets in listed securities that are traded on a recognized exchange and can be disposed of for cash and used to meet obligations such as redemptions or expenses. In general, liquidity risk is a significant risk factor the Fund faces given that the majority of investments are small capitalization companies that tend to lose liquidity during volatile equity markets.

Currency Risk

Currency risk arises from financial instruments that are denominated in a currency other than the Canadian dollar, which is the Fund’s functional currency. The Fund is exposed to the risk that the value of securities denominated in other currencies will fluctuate due to changes in exchange rates.

MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2018

The table below indicates the currencies to which the Fund had significant exposure as at year- end, on both its trading monetary, non-monetary assets and liabilities as well as the underlying principal amount of forward currency contracts that the Fund had significant exposure to as at June 30, 2018 and 2017, disclosed in Canadian dollars:

As at June 30, 2018 Cash and Investments cash equivalents Total Currency $ $ $

U.S. Dollars 319,394 2,278 321,672

As at June 30, 2017

Cash and Investments cash equivalents Total Currency $ $ $

U.S. Dollars 482,225 41,686 523,911

As at June 30, 2018, if the Canadian dollar had changed by 5% relative to all foreign currencies, the Fund’s net assets would have increased or decreased by approximately $16,084 [2017 - $26,196].

Concentration Risk

Concentration risk arises as a result of the concentration of exposures within the same category, whether it is geographical location, product type, industry sector or counterparty type.

The following is a summary of the Fund’s concentration risk, expressed in terms of percentage of net assets invested by geographical location as at June 30:

2018 2017 % % Canadian Equities 56.9 58.5 Foreign Equities 32.1 19.5 Canadian Bonds 10.4 21.2 99.4 99.0

MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2018

Credit Risk

Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Fund. The following is a summary of the Fund’s credit risk, expressed in terms of percentage of net assets as at June 30:

2018 2017 Bond Ratings % % BBB - - Below BBB - - Unrated (U) 10.4 21.0 10.4 21.0

7. MUTUAL FUND SHARES

The authorized share capital of the Fund consists of an unlimited number of mutual fund shares with no par value. The holders of these shares have the right under the Fund’s articles of incorporation to require the Fund to repurchase their shares at their current net asset value [“NAV”], in the manner outlined in the Fund’s articles of incorporation.

The Fund manages its capital in accordance with its investment objective while maintaining sufficient liquid assets to manage liquidity risk, as detailed in Note 6. The changes in the Fund’s capital are shown in the statements of changes in net assets. The Fund is not subject to externally imposed capital requirements.

Changes in mutual fund shares are as follows:

June 30, June 30, 2018 2017 # #

Balance, beginning of year 161,111 174,080 Shares subscribed - - Shares redeemed (3,762) (12,969) Balance, end of year 157,349 161,111

8. RELATED PARTY TRANSACTIONS AND FUND EXPENSES

Management Fees and Other Expenses

Falcon Asset Management Inc. is 100% wholly owned by Andrew Martyn, a Director of the Fund. The Fund Manager provides investment and administrative services. In exchange for these services, the Fund pays management fees based on a percentage of the NAV, which is paid monthly to the Manager. The maximum annual management fee is 1.5% of the NAV.

MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2018

The Fund is also responsible for the payment of all legal and audit fees in relation to the operation of the Fund, brokerage commissions and other transaction costs, application taxes, interest expenses, custodial and administrative fees, Independent Review Committee fees, registration and other filing fees.

9. INCOME TAXES

The Fund qualifies as a mutual fund corporation as defined by the Income Tax Act (Canada). As a mutual fund corporation, the Fund is entitled to capital gain refunds in respect of [i] capital gains dividends paid by it; and [ii] qualifying redemptions to the extent that the Fund has paid or is liable to pay Canadian federal income tax on its taxable capital gains. As a result thereof, and for the deduction of expenses in computing its taxable income, no provision for income taxes was made in the financial statements.

Tax losses

Capital losses can be carried forward indefinitely and offset against future taxable capital gains. The Fund has capital losses of $689,152 [2017 - $689,152] available for carry forward as at June 30, 2018.

Non-capital losses have expiry periods of up to 20 years and can be offset against future taxable income. As of June 30, 2018, the Fund has total non-capital losses of $1,237,417 [2017 - $1,155,058] available for carry forward or carry back. If not utilized, these non-capital losses will begin to expire in 2029, as follows:

Non-capital losses Expiry $ 171,146 2029 65,737 2030 175,177 2032 179,727 2033 126,843 2034 159,034 2035 167,925 2036 103,763 2037 88,065 2038

The benefit of these losses and credits have not been reflected in the financial statements.

10. BROKERAGE COMMISSIONS

Commissions paid to brokers for portfolio transactions for the year amounted to $12,272 [2017 - $14,609].

MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2018

11. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash, dividends receivable, accrued management fees and other accrued expenses approximate their fair values because of the short-term nature of these items. The following table outlines the fair value hierarchy of the remaining financial instruments as at June 30, 2018 and June 30, 2017.

Level 1 Level 2 Level 3 Total As at June 30, 2018 $ $ $ $

Investments 883,254 105,735 - 988,989

Level 1 Level 2 Level 3 Total As at June 30, 2017 $ $ $ $

Investments 1,225,327 - - 1,225,327

Financial instruments are classified as Level 1 when the related security or derivative is actively traded and a quoted price is available. Financial instruments are classified as Level 2 when the related security or derivative has inputs other than quoted prices that are observable for the asset or liability either directly or indirectly. If an instrument classified as Level 1 subsequently ceases to be actively traded, it is transferred out of Level 1. In such cases, instruments are reclassified into Level 2, unless the measurement of their fair value requires the use of significant unobservable inputs, in which case they are classified as Level 3.

For the years ended June 30, 2018 and June 30, 2017, there was no transfer between Level 1 and Level 2 investments held by the Fund.

MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2018

12. FINANCIAL INSTRUMENTS BY CATEGORY

The following tables present the carrying amounts of the Fund’s financial instruments by category as at June 30, 2018

Financial assets at FVTPL designated at Financial assets at Assets inception Total amortized cost Total Investments 988,989 988,989 — 988,989 Cash — — 52,494 52,494 Interest receivable — — — — Dividend receivable — — — — Total 988,989 988,989 52,494 1,041,483

Financial liabilities at Financial FVTPL designated at liabilities at Liabilities inception Total amortized cost Total Accrued liabilities — — 46,721 46,721 Total — — 46,721 46,721

MTC Growth Fund-I Inc.

NOTES TO FINANCIAL STATEMENTS

June 30, 2018

The following tables present the carrying amounts of the Fund’s financial instruments by category as at June 30, 2017:

Financial assets at FVTPL designated at Financial assets at Assets inception Total amortized cost Total Investments 1,225,327 1,225,327 — 1,225,327 Cash — — 70,134 70,134 Interest receivable — — 1,642 1,642 Dividend receivable — — — — Total 1,225,327 1,225,327 71,776 1,297,103

Financial liabilities at Financial FVTPL designated at liabilities at Liabilities inception Total amortized cost Total Accrued liabilities — — 59,362 59,362 Total — — 59,362 59,362

13. SCHEDULE OF PORTFOLIO TRANSACTIONS

A schedule of portfolio transactions for the year ended June 30, 2018 may be provided without charge to shareholders by writing to:

Andrew Martyn - Director MTC Growth Fund-I Inc. 282 Maple Leaf Drive Toronto, Ontario M6L 1P3

Schedule C

FINANCIAL STATEMENTS OF MEDIC PLAST See attached.

MEDIC PLAST SA

Financial Statements For the years ended October 31, 2018 and October 31, 2017

(In United States Dollars $, unless otherwise noted)

2rfr

Independent Auditor’s Report

To the Shareholders of Medic Plast S.A.:

We have audited the accompanying financial statements of Medic Plast S.A., which comprise the statements of financial position as at October 31, 2018 and, October 31, 2017, and the statements of loss and comprehensive loss, changes in shareholders’ equity 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 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 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 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 audits is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Qualified Opinion Because we were appointed auditors of the Company in 2019, we were unable to observe the counting of physical opening inventories at the beginning of the year ended October 31, 2017 or satisfy ourselves concerning these inventory quantities by alternative means. Since opening inventories affect the results of operations and cash flows, we were unable to determine whether adjustments to cost of sales, opening retained earnings, income taxes or net income and cash flows might be necessary for the year ended October 31, 2017.

Qualified Opinion In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph the financial statements present fairly, in all material respects, the financial position of Medic Plast S.A. as at October 31, 2018 and October 31, 2017 and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Toronto, Ontario Chartered Professional Accountants September 4, 2019 Licensed Public Accountants

Medic Plast SA Statement of financial position (In United States Dollars $, unless otherwise noted)

As of Note October 31, 2018 October 31, 2017 Assets Current assets Cash and cash equivalents 6 716,597 256,337 Restricted cash 6 32,958 - Trade and other current receivables 7 1,426,954 2,183.324 Inventories 8 1,615,058 2,234,431 Current tax assets 12 101,889 - Total current assets 3,893,456 4,674,092 Non-current assets Property, plant and equipment 9 402,668 444,503 Receivables from related parties 13 976,597 1,464,924 Total non-current assets 1,379,265 1,909,427 Total assets 5,272,721 6,583,519 Equity and liabilities Liabilities Current liabilities Trade and other current payables 10 1,447,221 1,245,675 Loans and borrowings 11 2,953,274 3,324,315 Current tax liabilities, current 12 4,027 7,209 Total current liabilities 4,404,522 4,577,199 Non-current liabilities Loans and borrowings, non-current portion 11 1,040,853 1,651,570 Total non-current liabilities 1,040,853 1,651,570 Total liabilities 5,445,375 6,228,769

Equity Issued capital 17 1,017,359 1,017,359 Retained earnings (deficit) (147,255) 384,709 Reserve of exchange differences on translation (1,042,758) (1,047,318) Total equity (deficit) (172,654) 354,750 Total equity and liabilities 5,272,721 6,583,519

The accompanying notes are an integral part of these financial statements.

Approved and authorized by the Board of Directors

“Armando Blankleider”

Director

2rfr Medic Plast SA Statement of loss and other comprehensive loss (In United States Dollars $, unless otherwise noted)

For the year ended October 31, 2018 October 31, 2017

Revenue 6,485,082 7,973,425 Cost of sales (4,067,650) (6,767,712) Gross profit 2,417,432 1,205,713

Selling and Administrative expenses 14 (2,158,871) (2,369,894)

Loss from operating activities 258,561 (1,164,181)

Interest expense 11 (323,304) (309,018) Exchange difference, net (462,831) (222,903)

Net loss before tax (527,574) (1,696,102)

Tax expense (4,390) (127,016)

Net loss for the year (531,964) (1,823,118)

Exchange differences on translation that will not be reclassified to profit or loss, net of tax 4,560 (27,137)

Loss and comprehensive loss for the year (527,404) (1,850,255)

Loss per share Basic and diluted (0.0313) (0.1072)

# # # Weighted average number of common shares outstanding 17,000,000 17,000,000

The accompanying notes are an integral part of these financial statements.

2rfr Medic Plast SA Statement of changes in shareholders’ equity (In United States Dollars $, unless otherwise noted)

Reserve of Exchange Retained differences Total Common Issued earnings on equity Note Shares capital (deficit) translation (deficit) #

As at 1 November 2016 17,000,000 1,017,359 2,207,827 (1,020,181) 2,205,005 Loss for the year - - (1,823,118) - (1,823,118) Other comprehensive loss for the year - - - (27,137) (27,137) As at 31 October 2017 17 17,000,000 1,017,359 384,709 (1,047,318) 354,750

As at 1 November 2017 17,000,000 1,017,359 384,709 (1,047,318) 354,750 Loss for the year - - (531,964) - (531,964) Other comprehensive loss for the year - - - 4,560 4,560 As at 31 October 2018 17 17,000,000 1,017,359 (147,255) (1,042,758) (172,654)

The accompanying notes are an integral part of these financial statements.

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Medic Plast SA Statement of cash flows (In United States Dollars $, unless otherwise noted)

For the year ended Note October 31, 2018 October 31, 2017

Cash flows from (used in) operating activities

Loss for the year (531,964) (1,823,118) Adjustments for items not affecting cash: Effect of foreign currency and translation to presentation currency 19,650 (55,821) Allowance for impairment of trade receivables 5.2b 41,118 23,258 Depreciation expense 9 7,802 8,216 Income tax expense 12 4,390 127,016 Interest expense 11 323,304 309,018 (135,700) (1,411,431)

Net changes in non-cash working capital balances: Decrease in inventories 619,373 1,069,144 Decrease in trade and other receivables 721,189 624,425 Decrease (increase) in current tax assets (101,889) 181,845 Increase in trade and other payables 201,546 196,865 Decrease in current tax liabilities (3,182) (463,824) Total net changes in non-cash working capital balances 1,437,037 1,608,455

Income taxes paid (4,390) (127,016) Net cash flows from operating activities 1,296,947 70,008

Cash flows from (used in) investing activities

Purchase of property, plant and equipment 9 (16,091) - Cash advances made to related parties 13 (270,149) (353,954) Cash receipts from repayment of advances made to related parties 13 758,476 - Net cash flows from (used in) investing activities 472,236 (353,954)

Cash flows from (used in) financing activities

Proceeds from borrowings 11 13,284 1,091,935 Repayments of borrowings 11 (999,714) (508,383) Interest paid 11 (297,663) (309,018) Net cash flows from (used in) financing activities (1,284,093) 274,534

Net increase (decrease) in cash and cash equivalents before effect of exchange rate changes 485,090 (9,412)

Effect of exchange rate changes on cash and cash equivalents (15,062) (4,676)

Net increase (decrease) in cash and cash equivalents 470,028 (14,088)

Cash and cash equivalents at beginning of period 6 256,337 270,425 Cash and cash equivalents at end of period 6 726,365 256,337

The accompanying notes are an integral part of these financial statement

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Medic Plast SA Notes to the financial statements for the years ended October 31, 2018 and October 31, 2017 (In United States Dollars $, unless otherwise noted)

1. NATURE OF OPERATIONS Medic Plast (the “Company” or “Medic Plast”) is a corporation incorporated in Uruguay under the legal framework established by Law N° 16.060 dated September 4, 1989 and its subsequent amendments.

Medic Plast was founded in October 1988 in Montevideo, Uruguay and operates in the pharmaceutical, cosmetic, nutraceutical and medical supplies products, focusing in Uruguay’s local market.

The Company’s registered office is in Avenida Jose Belloni 3027, Montevideo, Uruguay, 12000.

These financial statements were approved by the Company’s Board of Directors on September 4, 2019.

2. BASIS OF PREPARATION

2.1. Statement of compliance The policies applied in these financial statements are based on International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the IFRS Interpretations Committee (“IFRIC”).

2.2. Basis of measurement These financial statements have been prepared on the going concern basis, under the historical cost convention except for certain financial instruments that are measured at fair value.

2.3. Functional currency The Company’s functional currency, as determined by management, is Uruguayan Pesos (UY$).

2.4. Presentation currency These financial statements are presented in United States Dollars ($) and were translated using the following procedures:

(a) assets and liabilities for each statement of financial position presented were translated at the closing rate at the date of that statement of financial position; (b) income and expenses for each statement presenting profit or loss and other comprehensive income were translated at exchange rates using the average exchange rates during the period; (c) issued capital presented was translated at the dates of the transactions; and (d) all resulting exchange differences were recognized in other comprehensive income.

3. SIGNIFICANT ACCOUNTING POLICIES

3.1. Revenue The Company adopted IFRS 15 Revenue from Contracts with Customers (“IFRS 15”) with an initial adoption date of November 1, 2016. The Company concluded that the recognition and measurement of the sale of products in all

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Medic Plast SA Notes to the financial statements for the years ended October 31, 2018 and October 31, 2017 (In United States Dollars $, unless otherwise noted) contracts from the comparative year is consistent with the current revenue recognition practice under IFRS15 and therefore did not enact any transitional adjustments.

Revenue recognized by the Company represents the fair value of consideration received or receivable from customers for products provided by the Company, net of discounts and sales taxes. The Company generates revenue from the sales of products to its customers and recognizes revenue when performance obligations have been met. Typically, this happens when title passes upon receipt of the product by the customers at the customer’s location. Invoices are generated and revenue is recognized at that point in time. Invoices are usually payable within 30-60 days. No discounts or returns are typically offered by the Company.

When considering whether the Company has satisfied its performance obligation in order to recognize revenue, it considers the indicators of the transfer of control, which include, but are not limited to, whether the Company has a present right to payment, the customer has legal title to the product, the Company has transferred physical possession of the product to the customer, and the customer has the significant risks and rewards of ownership of the product.

3.2. Cash and cash equivalents Cash and cash equivalents are comprised of cash and highly liquid investments that are readily convertible into known amounts of cash with original maturities of three months or less.

Cash and cash equivalents include bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management

3.3. Inventories Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in, first-out principle. In the case of manufactured inventories, cost includes an appropriate share of production overheads based on normal operating capacity.

3.4. Property, plant and equipment Property, plant and equipment, are recorded at cost, less accumulated depreciation and impairment losses, if any. Historical cost comprises the purchase price and any costs directly attributable to the acquisition.

Where individual components of an item of property, plant and equipment have different useful lives, they are accounted for as separate items, which are depreciated separately.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. These costs may include the cost of replacing parts that are eligible for capitalization when the costs of replacing the parts are incurred. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is calculated using the straight-line method beginning the next month after acquisition, to allocate their cost to their residual values over their estimated useful lives, as follows:

• Land Not depreciated • Buildings 50 years • Plant and equipment 5 – 10 years • Vehicles 10 years • Furniture and fittings 10 years

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Medic Plast SA Notes to the financial statements for the years ended October 31, 2018 and October 31, 2017 (In United States Dollars $, unless otherwise noted)

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within ‘Other operating income and expenses, net’ in the statement of profit or loss and other comprehensive income.

3.5. Impairment of non-financial assets At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use (“cash generating units” or “CGU”) that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

3.6. Financial instruments Implementation

In July 2014, the IASB issued the final version of IFRS 9 to replace IAS 39, Financial Instruments: Recognition and Measurement. IFRS 9 provides a revised model for recognition and measurement of financial instruments and a single, forward looking “expected loss” impairment model. IFRS 9 also includes a substantially reformed approach to hedge accounting. The standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted.

As a result of the early adoption of IFRS 9, the Company has changed its accounting policy for financial instruments retrospectively, for financial instruments that were recognized at the date of application, which was November 1, 2017. The change did not impact materially the carry value of any financial instruments on this date.

The Company recognizes financial assets and liabilities on its statement of financial position when it becomes a party to the contract creating the asset or liability. On initial recognition, all financial assets and liabilities are recorded by the Company at fair value, net of attributable transaction costs, except for financial assets and liabilities classified as FVTPL for which transaction costs are expensed in the period in which they are incurred.

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Medic Plast SA Notes to the financial statements for the years ended October 31, 2018 and October 31, 2017 (In United States Dollars $, unless otherwise noted)

Amortized cost

Financial assets that meet the following conditions are measured subsequently at amortized cost:

• the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. Interest income is recognized using the effective interest method.

The Company's financial assets at amortized cost primarily include cash and trade and other receivables.

Fair value through other comprehensive income ("FVTOCI")

Financial assets that meet the following conditions are measured at FVTOCI:

• The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and

• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The Company does not have any financial assets classified as FVTOCI.

On initial recognition, the Company may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments that would otherwise be measured at fair value through profit or loss to present subsequent changes in fair value in other comprehensive income. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination. Investments in equity instruments at FVTOCI are initially measured 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 OCI. The cumulative gain or loss is not reclassified to profit or loss on disposal of the equity instrument, instead, it is transferred to retained earnings.

Financial assets measured subsequently at fair value through profit or loss (“FVTPL”)

By default, all other financial assets are measured subsequently at FVTPL. The Company, at initial recognition, may also irrevocably designate a financial asset as measured at FVTPL if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases. Financial assets measured at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognized in profit or loss to the extent they are not part of a designated hedging relationship. Fair value is determined in the manner described in Note 5.2.

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 arrangements and the definitions of a financial liability and an equity instrument.

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Medic Plast SA Notes to the financial statements for the years ended October 31, 2018 and October 31, 2017 (In United States Dollars $, unless otherwise noted)

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs. Repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

Financial liabilities that are not contingent consideration of an acquirer in a business combination, held for trading or designated as at FVTPL, are measured at amortized cost using effective interest method.

The Company's financial liabilities at amortized cost primarily include trade and other payable and loans and borrowings.

Impairment

The Company recognizes a loss allowance for expected credit losses on its financial assets. The amount of expected credit losses is updated at each reporting period to reflect changes in credit risk since initial recognition of the respective financial instruments.

3.7. Provisions Provisions are recognized when (i) the Company has a present legal or constructive obligation as a result of past events; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) a reliable estimate of the amount of the obligation can be made. The Company bases its accruals on up-to-date developments, estimates of the outcomes of the matters and legal counsel experience in contesting, litigating and settling matters. As the scope of the liabilities becomes better defined or more information is available, the Company may be required to change its estimates of future costs, which could have a material effect on its results of operations and financial condition or liquidity.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligations.

3.8. Contingent liabilities and assets Contingent liabilities are not recognized in the financial statements; they are only disclosed in a note to the financial statements. When the possibility of an outflow of resources to cover a contingent liability is remote, such disclosure is not required.

Contingent assets are not recognized in the financial statements, they are only disclosed in the notes to the financial statements when it is probable that an inflow of resources occurs.

Items previously treated as contingent liabilities will be recognized in the financial statements in the period in which a change of probabilities occurs, that is, when it is determined that it is probable that an outflow of resources will take place to cover such liabilities. The items treated as contingent assets will be recognized in the financial statements in the period in which it is determined that it is virtually certain that an inflow of resources will occur, respectively.

3.9. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the Company's Chief Executive Officer. The Chief Executive Officer, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the person who makes strategic decisions as the chief operating decision maker. The Company’s operations are limited to a single reportable segment, being the production and sale of pharmaceutical, cosmetic, nutraceutical products, and the resale of medical supplies products.

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Medic Plast SA Notes to the financial statements for the years ended October 31, 2018 and October 31, 2017 (In United States Dollars $, unless otherwise noted)

3.10. Earnings per share Basic earnings per share is calculated by dividing the profit or loss for the period attributable to the equity holders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the profit or loss for the period by the weighted average number of common shares outstanding, and when dilutive, adjusted for the effect of all potentially dilutive shares, including share options, on an as-if converted basis.

3.11. New standards and interpretations issued but not yet adopted Certain pronouncements were issued by the International Accounting Standards Board (“IASB”) or the IFRS Interpretations Committee (“IFRIC”) that are mandatory for accounting periods after December 31, 2018.

Pronouncements that are not applicable to the Company have been excluded from this note.

IFRS 16 - Leases

In January 2016, the IASB published a new accounting standard, IFRS 16 - Leases ("IFRS 16"). This new standard replaces IAS 17 - Leases and the related interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting is not substantially changed.

While the Company is currently evaluating the impact, this new guidance will have on its financial statements, the recognition of certain leases is expected to increase the assets and liabilities on the consolidated statement of financial position.

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the review affects both current and future periods.

4.1. Estimated useful lives and depreciation of property, plant and equipment and intangible assets Management estimates the useful lives of property and equipment based on the period during which the assets are expected to be available for use. The amounts and timing of recorded expenses for depreciation of property and equipment for any period are affected by these estimated useful lives. The estimates are reviewed at least annually and are updated if expectations change as a result of physical wear and tear, technical or commercial obsolescence and legal or other limits to use. It is possible that changes in these factors may cause significant changes in the estimated useful lives of the Company’s property and equipment in the future.

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Medic Plast SA Notes to the financial statements for the years ended October 31, 2018 and October 31, 2017 (In United States Dollars $, unless otherwise noted)

4.2. Functional currency Under IAS 21, "The Effect of Changes in Exchange Rates", an entity must define its functional currency as the currency of the primary economic environment in which the Company operates. Accordingly, management has determined that its functional currency is the Uruguayan Peso since the economy of Uruguay has a significant influence on its current and future activities, including its future revenue, costs, contractor’s services and personnel costs.

4.3. Income taxes Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax‑related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

5. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

5.1. Fair value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a nonfinancial asset takes into account a market participant's ability to generate economic benefits from the asset’s highest and best use or by selling it to another market participant that would utilize the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy. This is described, as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 inputs are quoted prices in active markets for identical assets or liabilities at the measurement date.

• Level 2 inputs are observable inputs other than quoted prices included within Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable directly or indirectly.

• Level 3 inputs are unobservable inputs for the asset or liability that reflect the reporting entity’s own assumptions and are not based on observable market data.

The carrying value of Company’s financial assets and liabilities as at October 31, 2018 and 2017 approximate their fair value due to their short terms to maturity.

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Medic Plast SA Notes to the financial statements for the years ended October 31, 2018 and October 31, 2017 (In United States Dollars $, unless otherwise noted)

5.2. Financial risk management The principal financial risks arising from financial instruments are liquidity risk, credit risk, and market risk. a) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short- term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash.

Historically, the Company's primary source of funding has been bank’s loans and borrowings (see Maturity Analysis in Note 11). The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity funding.

Trade and other current receivables and trade and other current payables have maturity dates that do not exceed a six-month period. b) 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 Company is moderately exposed to credit risk from its cash and cash equivalents, restricted cash and trade and other account receivables. The risk exposure is limited to their carrying amounts reflected on the statement of financial position. The risk for cash and cash equivalents and restricted cash is mitigated by holding these instruments with highly rated Uruguayan financial institutions. Trade and other account receivables primarily consist of trade accounts receivable with State-owned Hospitals, Private Hospitals, Pharmacies and other customers; and Value Added Tax (“VAT”) recoverable. The Company provides credit to customers in the normal course of business and the Management continually evaluates and monitors credit to customers to mitigate its credit risk.

As of October 31, 2018, trade receivables from Private Hospitals and State-owned Hospitals represented approximately 50% and 20% respectively of the total trade receivables. As of October 31, 2017, trade receivables from Private Hospitals and State-owned Hospitals represented approximately 40% and 35% respectively of the total trade receivables.

The Company has recognized a $41,118 loss allowance for the year ended October 31, 2018 and a $23,258 loss allowance for the year October 31, 2017 taking into consideration past due aging of the receivable, current commercial conditions with the customer and the Company’s view on the collectability of the receivable.

For the year ended October 31, 2018 October 31, 2017 Opening balances (22,794) - Net remeasurement of loss allowance (41,118) (23,258) Effect of movements in exchange rates 5,937 464 Allowance reserve for impairment of trade receivables (57,975) (22,794)

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Medic Plast SA Notes to the financial statements for the years ended October 31, 2018 and October 31, 2017 (In United States Dollars $, unless otherwise noted) c) Market risk

Currency risk

The operating results and financial position of the Company are reported in Uruguayan Pesos. Some of the Company’s financial instruments and transactions are denominated in currencies other than the Uruguayan Peso. The results of the Company’s operations are subject to currency transaction and translation risks.

The Company’s main risk is associated with fluctuations in the U.S. dollars as the Company holds cash, trade accounts payables and bank loans and borrowings in that currency.

A reasonably possible strengthening (weakening) of U.S. dollar the Uruguayan Peso at October 31 would have affected the measurement of financial instruments denominated in a U.S. dollar and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant and ignores any impact of forecast sales and purchases.

Effect in thousands of US dollars Profit or loss Strengthening Weakening October 31, 2018 USD (10% movement) (408) 408 October 31, 2017 USD (10% movement) (498) 498

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. The Company is exposed to interest rate risk on its Bank’s loans and borrowings but has determined that the risk is not significant. For the years ended October 31, 2018 and 2017 all the Bank’s loans and borrowings were set with fixed interest rates.

6. CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

As of October 31, 2018 October 31, 2017 Cash in hand 1,195 390 Cash at banks 715,402 255,947 Cash and cash equivalents in the statement of financial position 716,597 256,337 Bank overdrafts repayable on demand and used for cash management purposes (Note 11) (23,190) - Restricted cash (See note 7.i) 32,958 - Cash and cash equivalents in the statement of cash flows 726,365 256,337

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Medic Plast SA Notes to the financial statements for the years ended October 31, 2018 and October 31, 2017 (In United States Dollars $, unless otherwise noted)

7. TRADE AND OTHER RECEIVABLES

As of October 31, 2018 October 31, 2017 Trade account receivables (i) 1,076,892 1,660,813 Allowance reserve for impairment of trade receivables (Note 5.2b) (57,975) (22,794) Advances to suppliers 54,802 138,005 Other receivables (ii) 130,103 75,911 Value added tax credits 223,132 331,389 Total trade and other receivables 1,426,954 2,183,324

(i) The Company pledges trade receivables to a bank as collateral for the repayment of its loans and borrowings (see Note 11). As of October 31, 2018, trade receivables for an amount of $94,914 were pledged as collateral. As of October 31, 2017, there was $3,531 trade receivables pledged as collateral. These trade receivables have not been derecognized from the statement of financial position, because the Company retains substantially all of the risks and rewards – primarily credit risk. The arrangement with the bank is such that the customers remit cash directly to a Company’s restricted deposit account in the bank and then the bank releases the collected amounts in excess to the repayment conditions to the Company. While the cash temporarily remain in the Company’s deposit account it is classified as Restricted Cash.

(ii) As of October 31, 2018, and October 31, 2017 a bank deposit included in other receivables for $25,971 was pledged as collateral for an employee’s bank loan.

8. INVENTORIES

As of October 31, 2018 October 31, 2017 Finished goods and resale inventories 605,365 939,527 Raw materials 344,118 269,041 In-transit inventories 665,575 1,025,863 Total inventories 1,615,058 2,324,431

During the year ended October 31, 2018 the Company wrote off expired inventories for $112,738. During the year ended October 31, 2017 the Company wrote off nil inventories.

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Medic Plast SA Notes to the financial statements for the years ended October 31, 2018 and October 31, 2017 (In United States Dollars $, unless otherwise noted)

9. PROPERTY, PLANT AND EQUIPMENT

Land and buildings Plant and Fixtures and (i) equipment Vehicles fittings Total

Cost Balance at 1 November 2016 627,980 1,378,398 124,202 176,295 2,306,875 Additions - - - - - Effect of movements in exchange rates (18,080) (39,685) (3,576) (5,075) (66,416) Balance at 31 October 2017 609,900 1,338,713 120,626 171,220 2,240,459

Balance at 1 November 2017 609,900 1,338,713 120,626 171,220 2,240,459 Additions 3,946 11,482 - 663 16,091 Effect of movements in exchange rates (68,159) (149,841) (13,416) (19,099) (250,515) Balance at 31 October 2018 545,687 1,200,354 107,210 152,784 2,006,035

Accumulated depreciation and impairment losses Balance at 1 November 2016 (162,010) (1,378,398) (124,202) (176,295) (1,840,905) Depreciation (8,216) - - - (8,216) Effect of movements in exchange rates 4,829 39,685 3,576 5,075 53,165 Balance at 31 October 2017 (165,397) (1,338,713) (120,626) (171,220) (1,795,956)

Balance at 1 November 2017 (165,397) (1,338,713) (120,626) (171,220) (1,795,956) Depreciation (7,802) - - - (7,802) Effect of movements in exchange rates 19,041 148,891 13,416 19,043 200,391 Balance at 31 October 2018 (154,158) (1,189,822) (107,210) (152,177) (1,603,367)

Carrying amounts At 1 November 2016 465,970 - - - 465,970 At 31 October 2017 444,503 - - - 444,503 At 31 October 2018 391,529 10,532 - 607 402,668

(i) The Company has pledged in guarantee of repayment of bank’s loans and borrowings, land and buildings for a carrying value of $0.4 million as of October 31, 2018 and 2017. See note 11.3.

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Medic Plast SA Notes to the financial statements for the years ended October 31, 2018 and October 31, 2017 (In United States Dollars $, unless otherwise noted)

10. TRADE AND OTHER PAYABLES

As of October 31, 2018 October 31, 2017 Trade accounts payable 1,055,370 900,596 Salaries and employees benefit payable 293,096 322,586 Other payables 98,755 22,493 Total current trade and other payables 1,447,221 1,245,675

11. LOANS AND BORROWINGS

11.1. Composition

As at October 31, 2018, were comprised of loans and borrowings granted by domestic banks:

Annual Maturity Nominal Interest Rate Less 1 1 to 3 3 to 6 6 to 12 More than Currency % $ month months months months 1 year 5.0% to 7.3% US Dollars (Fixed) 3,478,608 1,186,660 892,544 227,279 281,935 890,190 Uruguayan Pesos 15% (Fixed) 218,631 12,185 206,446 - - - Uruguayan Pesos (*) 6.0% (Fixed) 259,975 24,659 24,659 26,664 33,330 150,663 3,957,214 1,223,504 1,123,649 253,943 315,265 1,040,853 Bank Overdrafts (Note 6) 23,190 Accrued interests 13,723 As of October 31, 2018 3,994,127 (*) Uruguayan pesos indexed to Uruguay’s Consumer’s Price Index.

Interests of $0.32 million were expensed during the year ended October 31, 2018.

On July 2019, the Company repaid to the banks an aggregate amount of $2 million (see Note 19).

As at October 31, 2017, were comprised of loans and borrowings granted by domestic banks:

Annual Maturity Nominal Interest Rate Less 1 1 to 3 3 to 6 6 to 12 More than Currency % $ month months months months 1 year 5.0% to 6.0% US Dollars (Fixed) 4,581,670 736,827 1,167,365 914,874 367,645 1,394,959 Uruguayan Pesos 15% (Fixed) 41,130 41,130 - - - - Uruguayan Pesos (*) 6.0% (Fixed) 337,646 6,753 13,506 20,259 40,517 256,611 4,960,446 784,710 1,180,871 935,133 408,162 1,651,570 Bank Overdrafts (Note 6) - Accrued interests 15,439 As of October 31, 2017 4,975,885 (*) Uruguayan pesos indexed to Uruguay’s Consumer’s Price Index.

Interests of $0.31 million were expensed during the year ended October 31, 2017.

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Medic Plast SA Notes to the financial statements for the years ended October 31, 2018 and October 31, 2017 (In United States Dollars $, unless otherwise noted)

11.2. Loan and borrowings continuity The Company obtains and operates mainly with short term loans with maturity dates not exceeding 6 months for working capital purposes. On the maturity dates, most loans are renewed.

Following is the continuity of Loan and Borrowings for the years ended October 31, 2018 and 2017:

Annual nominal Annual nominal interest rate interest rate Currency % $ Currency % $

Opening Balance 1 November 2017 4,975,885 Opening Balance 1 November 2016 4,438,480

Proceeds Proceeds Uruguayan Pesos 15.00 13,284 US dollars 5.00 280,000 Total Proceeds 13,284 6.32 416,609 6.50 15,715 Renewal Uruguayan Pesos 15.00 41,966 US dollars 5.00 (275,660) Uruguayan Pesos (*) 6.00 337,645 6.00 (87,990) Total Proceeds 1,091,935 6.30 (707,999) 6.32 (846,978) Renewal 5.50 200,000 US dollars 5.50 (258,301) 5.75 75,660 5.75 (505,500) 6.40 15,093 5.80 (792,096) 6.75 215,091 6.00 (548,482) 6.85 13,898 6.50 (35,478) 7.25 479,009 5.00 763,801 7.32 750,000 6.05 33,655 Uruguayan Pesos (*) 15.00 169,876 6.30 779,844 Total Renewals - 6.32 562,557 Total Renewals - Repayment US dollars 5.00 (187,089) Repayment 6.00 (22,585) US dollars 5.50 (62,713) 6.05 (33,655) 6.00 (218,842) 6.17 (79,995) 6.00 (226,828) 6.30 (71,846) Total Repayments (508,383) 6.00 (283,598) 6.32 (132,189) Effect of movements in exchange rates (46,147) 6.50 (123,749) Uruguayan Pesos (*) 6.00 (65,008) Balance as at 31 October 2017 4,975,885 Total Repayments (999,714)

Effect of movements in exchange rates 4,672

Balance as at 31 October 2018 3,994,127 (*) Uruguayan pesos indexed to Uruguay’s Consumer’s Price Index.

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Medic Plast SA Notes to the financial statements for the years ended October 31, 2018 and October 31, 2017 (In United States Dollars $, unless otherwise noted)

11.3. Secured loans The Company has a secured a bank for loans in U.S. dollars and Uruguayan Pesos for a carrying value of $0.9 million as of October 31, 2018 and $1.1 million as of October 31, 2017 with a maturity date in October 2018, secured over land and buildings with a carrying value of $0.4 million as of October 31, 2018 and 2017. The Company has secured a bank for loans in U.S. dollars for a carrying value of $0.9 million as of October 31, 2018 and $1.1 million as of October 31, 2017, secured over land and buildings with a carrying value of $0.1 million as of October 31, 2018 and 2017.

12. TAXATION Current income tax

The major components of the income tax expense and the reconciliation of the expected tax expense based on the domestic effective tax rate of the Company at 25% are as follows:

For the year ended October 31, 2018 October 31, 2017

Net loss before income taxes (527,574) (1,696,102)

Income tax calculated at 25% (131,894) (424,025) Presumptive tax interests 75,434 66,493 Effect of expenses that are not deductible in determining taxable profit 237,995 158,287 Adjustments over expenses that are not deductible (177,145) 326,262

Income tax expense 4,390 127,016

Current income tax asset included in the statement of financial position is comprise of Income tax advances and Income tax recovery certificates. Current income tax liability included in the statement of financial position is comprise of Income tax advances payable.

Deferred income tax

As of October 31, 2018, deferred income tax assets for $223,406 have not been recognized in respect of Property, Plant and Equipment for deductible temporary differences and deferred tax assets for $20,545 have not been recognized in respect of tax loss carry forwards that will expire in the fiscal year 2024, because it is not probable that future taxable profit will be available against which the Company can use the benefits therefrom.

As of October 31, 2017, deferred income tax assets for $218,548 have not been recognized in respect of Property, Plant and Equipment for deductible temporary differences, because it is not probable that future taxable profit will be available against which the Company can use the benefits therefrom.

Net worth tax

The Company is subject to net worth tax in Uruguay. The tax is calculated at a standard rate of 1.5% on its taxable net worth, calculated on the difference between taxable property and deductible liabilities.

As at October 31, 2018 the capital net worth tax levied is $26,946 and is included in other taxes expense in the statement of profit or loss. As at October 31, 2017 the capital net worth tax levied is $82,856 and is included in other taxes in the statement of profit or loss.

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Medic Plast SA Notes to the financial statements for the years ended October 31, 2018 and October 31, 2017 (In United States Dollars $, unless otherwise noted)

13. RELATED-PARTIES TRANSACTIONS Transactions with key management personnel Remuneration For the years ended October 31, 2018 and 2017, the Company granted $193,517 and $175,514, respectively, in remuneration to senior management and directors. At October 31, 2018 and 2017, due to senior management and directors amounted to nil.

Other transactions The Company since incorporation provided on demand cash advances to Directors of the Company. Advances granted are non-interest bearing with no specific terms of repayment.

For the year ended October 31, 2018, the Company received $758,476 in repayment of cash advances granted to directors in previous years and granted $270,149 in on demand cash advances to directors. At October 31, 2018 accounts receivable from directors amounted to $976,597.

For the year ended October 31, 2017, the Company granted $353,954 in on demand cash advances to directors. At October 31, 2017 accounts receivable from directors amounted to $1,464,924.

Since September 12, 2012 the Company is guarantor for a maximum amount of $100,000 for outstanding bank debt of a Company in which a related party has power of control and direction.

14. GENERAL AND ADMINISTRATIVE EXPENSES

For the year ended October 31, 2018 October 31, 2017 Salaries and employees’ benefits 1,490,122 1,596,953 Utilities 76,516 81,034 Other taxes 59,745 138,453 Professional fees 76,207 66,050 Advertising 53,386 57,854 Freight to customers 50,080 76,989 Insurance 48,329 56,849 Allowance for impairment of trade receivables (Note 5.2b) 41,118 23,258 Bank fees and other 41,105 52,712 Operating Lease (Note 16) 14,623 14,466 Office supplies 13,441 15,750 Repair and maintenance 24,635 43,598 Security Services 2,258 2,269 Depreciation (Note 9) 7,802 8,216 Other 159,504 135,443 Total General and Administrative expenses 2,158,871 2,369,894

15. CONTINGENCIES Management of the Group consider there to be no contingent liabilities or legal commitments that have to be recognized in the financial statements as of October 31, 2018 and October 31, 2017.

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Medic Plast SA Notes to the financial statements for the years ended October 31, 2018 and October 31, 2017 (In United States Dollars $, unless otherwise noted)

16. OPERATIONAL LEASE AGREEMENTS The Company entered into an agreement on December 2015 with a third party to lease a building adjacent to its facilities to set its administrative offices. The agreement is for 7 years starting January 1, 2016 and can be cancelled at lessor option without penalties.

For the years ended October 31, 2018 and 2017 the Company has expensed $14,623 and $14,466 in connection to this agreement.

Expected approximate payments until the expiration of the agreement are as follows:

FY $

2019 14,805 2020 16,285 2021 17,914 2022 19,705 2023 3,335

72,043

17. SHARE CAPITAL The Company is authorized to issue 20,000,000 of common shares. As at October 31, 2018 and 2017 the Company has issued 17,000,000 common shares. Its share capital amounts to Uruguayan Pesos 17,000,000 (equivalent to $1,017,359 at capitalization dates).

18. LOSS PER SHARE Basic loss per share is calculated by dividing the loss for the year attributable to the company by the weighted average number of shares in issue during the year.

Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential shares. For the years ended October 31, 2018 and 2017 there were no dilutive potential shares.

19. SUBSEQUENT EVENTS On May 3, 2019, the shareholders of Medic Plast entered into a binding letter agreement (the “Letter Agreement”) with (i) MTC Growth Fund-I Inc. (“MTC”), an un-listed Canadian mutual fund corporation, (ii) Ramm, and (iii) the sole shareholder of Yurelan. The Letter Agreement outlines the general terms and conditions pursuant to which MTC, Medic Plast, Yurelan and Ramm have agreed to complete a series of transactions that will result in Medic Plast becoming a wholly owned subsidiary of MTC following the completion of the going public transaction. Ramm and MTC have each completed previously announced non-brokered private placements, resulting in the sale by Ramm of CAD$7,000,000 of unsecured convertible debentures, and sale by Ramm and MTC of an aggregate of 26,165,109 subscription receipts for aggregate gross proceeds of approximately CAD$35.3 million.

On June 2019, the Company entered into a secured credit agreement with Ramm, under which the Company has a Credit Facility for a maximum aggregate of USD$ 3 million with a maturity date in June 27, 2022. Advances from this credit facility are non-interest bearing. The Company has drawn on this facility as of August 28, 2019 a total of $2.4 million which were used to repay bank loans and borrowings for an aggregate amount of $2 million and $0.4 million for general corporate and working capital financing. In addition, the Company has received as of August 28, 2019,

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Medic Plast SA Notes to the financial statements for the years ended October 31, 2018 and October 31, 2017 (In United States Dollars $, unless otherwise noted) advances from Ramm for an aggregate amount of $0.7 million for general corporate and working capital financing these advances are non-interest bearing and have no other specific terms.

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MEDIC PLAST SA

Condensed Interim Financial Statements As at and for the six months ended April 30, 2019 (Unaudited)

(In United States Dollars $, unless otherwise noted)

2rfr Medic Plast SA Condensed statement of financial position (unaudited) (In United States Dollars $, unless otherwise noted) As of Notes April 30, 2019 October 31, 2018 Assets Current assets Cash and cash equivalents 5 30,158 716,597 Restricted cash 5 13,284 32,958 Trade and other current receivables 6 1,374,423 1,426,954 Current inventories 7 1,465,671 1,615,058 Current tax assets, current 13,964 101,889 Total current assets 2,897,500 3,893,456 Non-current assets Property, plant and equipment 8 612,452 402,668 Receivables from related parties 9 767,793 976,597 Total non-current assets 1,380,245 1,379,265 Total assets 4,277,745 5,272,721 Equity and liabilities Liabilities Current liabilities Trade and other current payables 10 1,263,947 1,447,221 Loans and borrowings 11 3,311,397 2,953,274 Current tax liabilities, current - 4,027 Total current liabilities 4,575,344 4,404,522 Non-current liabilities Loans from related parties 9 441,120 - Loans and borrowings, non-current portion 11 415,906 1,040,853 Total non-current liabilities 857,026 1,040,853 Total liabilities 5,432,370 5,445,375 Equity Issued capital 1,017,359 1,017,359 Retained earnings (deficit) (1,202,669) (147,255) Reserve of exchange differences on translation (969,315) (1,042,758) Total equity (deficit) (1,154,625) (172,654) Total equity and liabilities 4,277,745 5,272,721

The accompanying notes are an integral part of these condensed interim financial statements.

- 1 - Medic Plast SA Condensed statement of loss and comprehensive loss (unaudited) (In United States Dollars $, unless otherwise noted)

For the six months ended For the three months ended Notes April 30, 2019 April 30, 2018 April 30, 2019 April 30, 2018

Revenue 2,184,071 3,587,894 971,119 1,765,575 Cost of sales (1,525,408) (2,868,363) (691,293) (1,414,945) Gross profit 658,663 719,531 279,826 350,630

Selling and Administrative expenses 12 (1,282,371) (1,007,371) (654,615) (480,550)

Loss from operating activities (623,708) (287,840) (374,789) (129,920)

Interest expense 11 (212,952) (147,019) (97,391) (74,286) Exchange difference, net (218,754) 93,393 (355,046) (28,215)

Net loss before tax (1,055,414) (341,466) (827,226) (232,421)

Tax expense 13 - - - -

Net loss for the period (1,055,414) (341,466) (827,226) (232,421)

Exchange differences on translation that will not be reclassified to profit or loss, net of tax 73,443 5,282 184,935 166,215

Loss and comprehensive loss (981,971) (336,184) (642,291) (66,206)

Loss per share Basic and diluted (0.0621) (0.0201) (0.0487) (0.0137)

# # # # Weighted average number of common shares outstanding 17,000,000 17,000,000 17,000,000 17,000,000

The accompanying notes are an integral part of these condensed interim financial statements.

- 2 - Medic Plast SA Condense statement of changes in shareholders’ equity (unaudited) (In United States Dollars $, unless otherwise noted

Reserve of Exchange Retained differences Common Issued earnings on Total equity Shares capital (deficit) translation (deficit) #

As at 1 November 2017 17,000,000 1,017,359 384,709 (1,047,318) 354,750 Loss for the period - - (341,466) - (341,466) Other comprehensive income for the period - - - 5,282 5,282 As at 30 April 2018 17,000,000 1,017,359 43,243 (1,042,036) 18,566

As at 1 November 2018 17,000,000 1,017,359 (147,255) (1,042,758) (172,654) Loss for the period - - (1,055,414) - (1,055,414) Other comprehensive income for the period - - - 73,443 73,443 As at 30 April 2019 17,000,000 1,017,359 (1,202,669) (969,315) (1,154,625)

The accompanying notes are an integral part of these condensed interim financial statements.

- 3 -

Medic Plast SA Condensed statement of cash flows (unaudited) (In United States Dollars $, unless otherwise noted)

For the six months ended April 30, 2019 April 30, 2018

Cash flows from (used in) operating activities

Loss for the year (1,055,414) (341,466) Adjustments for items not affecting cash: Effect of foreign currency and translation to presentation currency 93,055 (76,423) Allowance for impairment of trade receivables 44,442 - Depreciation expense 4,162 4,085 Interest expense 212,952 147,019 (700,803) (266,785) Net changes in non-cash working capital balances: Decrease (increase) in inventories 149,387 665,719 Decrease (increase) in trade and other receivables 14,304 166,883 Decrease (increase) in current tax assets 87,925 (65,629) Increase (decrease) in trade and other payables (183,274) (94,656) Increase (decrease) in current tax liabilities (4,027) 160,204 Total net changes in non-cash working capital balances 64,315 832,521 Income taxes refund (paid) - - Net cash flows from (used in) operating activities (636,488) 565,736

Cash flows from (used in) investing activities Purchase of property, plant and equipment (249,422) - Cash advances made to related parties - (132,863) Cash receipts from repayment of advances made to related parties 208,804 - Net cash flows from (used in) investing activities (40,618) (132,863)

Cash flows from (used in) financing activities Proceeds from borrowings 30,609 401,268 Proceeds from loans from related parties 441,120 - Repayments of borrowings (324,586) (921,420) Interest paid (203,419) (147,019) Net cash flows from (used in) financing activities (56,276) (667,171)

Net increase (decrease) in cash and cash equivalents before effect of exchange rate changes (733,382) (234,298)

Effect of exchange rate changes on cash and cash equivalents (970) 2,679

Net increase (decrease) in cash and cash equivalents (734,352) (231,619)

Cash and cash equivalents at beginning of period 726,365 256,337 Cash and cash equivalents at end of period (7,987) 24,718

The accompanying notes are an integral part of these condensed interim financial statements.

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Medic Plast SA Notes to the condensed interim financial statements (unaudited) (In United States Dollars $, unless otherwise noted)

1. Reporting Entity Medic Plast (the “Company” or “Medic Plast”) is a corporation incorporated in Uruguay under the legal framework established by Law N° 16.060 dated September 4, 1989 and its subsequent amendments.

Medic Plast was founded in October 1988 in Montevideo, Uruguay and operates in the pharmaceutical, cosmetic, nutraceutical and medical supplies products, focusing in Uruguay’s local market.

The Company’s registered office is in Avenida Jose Belloni 3027, Montevideo, Uruguay, 12000.

These interim financial statements were authorized for issue by the Company’s board of directors on September 4, 2019.

2. Basis of accounting These condensed interim financial statements (“interim financial statements”) have been prepared in accordance with IAS 34 Interim Financial Reporting, and should be read in conjunction with the Company’s last annual financial statements as at an for the year ended October 31, 2018 (“last annual financial statements”). They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last annual financial statements.

The Company’s functional currency, as determined by management, is Uruguayan Pesos (UY$). These financial statements are presented in United States Dollars ($) and were translated using the following procedures:

(a) assets and liabilities for each statement of financial position presented were translated at the closing rate at the date of that statement of financial position; (b) income and expenses for each statement presenting profit or loss and other comprehensive income were translated at exchange rates using the average exchange rates during the period; (c) issued capital presented was translated at the dates of the transactions; and (d) all resulting exchange differences were recognized in other comprehensive income.

3. Use of judgements and estimates The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates.

The significant judgements made by management in applying the Company’s accounting policies and key sources of estimation uncertainty were the same as those described in the last annual financial statements.

4. Changes in significant accounting policies The accounting policies applied in these interim financial statements are the same as those applied in the last annual financial statements.

- 5 -

Medic Plast SA Notes to the condensed interim financial statements (unaudited) (In United States Dollars $, unless otherwise noted)

5. Cash and cash equivalents and Restricted Cash As of April 30, 2019 October 31, 2018 Cash in hand 2,795 1,195 Cash at banks 27,363 715,402 Cash and cash equivalents in the statement of financial position 30,158 716,597 Bank overdrafts repayable on demand and used for cash management purposes (Note 11.1) (51,429) (23,190) Restricted Cash (Note 6.i) 13,284 32,958 Cash and cash equivalents in the statement of cash flows (7,987) 726,365

6. Trade and other current receivables

As of April 30, 2019 October 31, 2018 Trade account receivables (i) 914,600 1,076,892 Allowance reserve for impairment of trade receivables (96,202) (57,975) Advances to suppliers 51,710 54,802 Other receivables (ii) 181,786 130,103 Value added tax credits 322,529 223,132 Total trade and other receivables 1,374,423 1,426,954 (i) The Company pledges trade receivables to a bank as collateral for the repayment of its loans and borrowings (see Note 11). As at April 30, 2019 and October 31, 2018, trade receivables for an amount of $95,929 and $94,914, respectively, were pledged as collateral. These trade receivables have not been derecognized from the statement of financial position, because the Company retains substantially all of the risks and rewards – primarily credit risk. The arrangement with the bank is such that the customers remit cash directly to a Company’s restricted deposit account in the bank and then the bank releases the collected amounts in excess to the repayment conditions to the Company. While the cash temporarily remain in the Company’s deposit account it is classified as Restricted Cash.

(ii) As at April 30, 2019 and October 31, 2018, a bank deposit included in other receivables for $25,971 was pledged as collateral for an employee’s bank loan.

During the six months ended April 30, 2019 the Company recognized a $44,442 (for the six months ended April 30, 2018: nil) loss allowance taking into consideration past due aging of the receivable, current commercial conditions with the customer and the Company’s view on the collectability of the receivable.

7. Inventories As of April 30, 2019 October 31, 2018 Finished goods and resale inventories 202,008 605,365 Raw materials 319,123 344,118 In-transit inventories 944,540 665,575 Total inventories 1,465,671 1,615,058

During the six months ended April 30, 2019, expired inventories written off amounted to $0.01 million (for the six months ended April 30, 2018 nil).

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Medic Plast SA Notes to the condensed interim financial statements (unaudited) (In United States Dollars $, unless otherwise noted)

8. Property, Plant and Equipment During the six months ended April 30, 2019 the Company spent $249,422 in connection to the improvement of one of its production facilities to adequate it to the Good Manufacturing Practices (“GMP”) standards: • $198,185 was spent for building improvements that remained under construction as of April 30, 2019, • $37,267 was spent in equipment and machinery for the facility • $13,970 was spent in fixtures and fittings for the facility.

During the six months ended April 30, 2018 the Company did not spend in connection to Property, Plant and Equipment.

9. Related parties Transactions with key management personnel Remuneration For the six months ended April 30, 2019 and 2018, the Company granted $168,002 and $94,584, respectively, in remuneration to senior management and directors. At April 30, 2019 and October 31, 2018, due to senior management and directors amounted to nil.

Other transactions The Company since incorporation provided on demand cash advances to Directors of the Company. Advances granted are non-interest bearing with no specific terms of repayment.

For the six months ended April 30, 2019, the Company received $208,804 in repayment of on demand cash advances granted to directors in previous years. For the six months ended April 30, 2018, the Company granted $132,863 in cash advances to directors.

At April 30, 2019 accounts receivable from directors amounted to $767,793. At October 31, 2018 accounts receivable from directors amounted to $976,597.

Since September 12, 2012 the Company is guarantor for a maximum amount of $100,000 for outstanding bank debt of a Company in which a related party has power of control and direction.

Other related parties During the six months ended April 30, 2019, the Company received cash advances for $441,120 from Ramm Pharma Corp. Cash advances are non-interest bearing and with a maturity date in June 2022 (see Note 14).

10. Trade and other payables

As of April 30, 2019 October 31, 2018 Trade accounts payable 847,372 1,055,370 Salaries and employees benefit payable 364,460 293,096 Other payables 52,115 98,755 Total current trade and other payables 1,263,947 1,447,221

- 7 -

Medic Plast SA Notes to the condensed interim financial statements (unaudited) (In United States Dollars $, unless otherwise noted)

11. Loans and borrowings 11.1. Composition As of April 30, 2019, were comprised of loans and borrowings granted by domestic banks as follows:

Annual Nominal Maturity Interest Rate Less 1 1 to 3 3 to 6 6 to 12 More than Currency % $ month months months months 1 year US Dollars 5.0% to 7.75% (Fixed) 2,371,987 774,247 1,089,009 94,233 130,709 283,789 Uruguayan Pesos 15% (Fixed) 1,067,241 1,067,241 - - - - Uruguayan Pesos (*) 6.0% (Fixed) 223,768 9,430 14,949 22,424 44,848 132,117 3,662,996 1,850,918 1,103,958 116,657 175,557 415,906 Bank Overdrafts 51,429 Accrued interests 12,878 As of April 30, 2019 3,727,303 (*) Uruguayan pesos indexed to Uruguay’s Consumer’s Price Index.

Interests of $0.21 million were expensed during the six months ended April 30, 2019 ($0.14 for the six months ended April 30, 2018).

11.2. Loan and borrowings continuity The Company obtains and operates mainly with short term loans with maturity dates not exceeding 6 months for working capital purposes. On the maturity dates, most of loans are renewed.

Following is the evolution of Loans and Borrowings for the year ended April 30, 2019:

Currency Annual nominal interest rate % $ Opening Balance 1 November 2018 3,994,127 Proceeds Uruguayan Pesos 15.00 30,609 Total Proceeds 30,609 Renewal US dollars 5.00 (89,189) 5.50 (305,316) 6.00 (51,000) 6.40 (15,093) 6.75 (69,007) 6.85 (13,898) 7.25 (479,009) 7.32 (750,000) 5.75 394,504 7.75 561,914 Uruguayan Pesos 15.00 816,094 Total Renewals - Repayment US dollars 5.00 (265,963) 6.17 (27,473) Uruguayan Pesos (*) 6.00 (31,150) Total Repayments (324,586) Effect of movements in exchange rates 27,153 Balance as at 30 April 2019 3,727,303 (*) Uruguayan pesos indexed to Uruguay’s Consumer’s Price Index.

- 8 -

Medic Plast SA Notes to the condensed interim financial statements (unaudited) (In United States Dollars $, unless otherwise noted)

12. General and administrative expenses

For the six months ended For the three months ended April 30, April 30, April 30, April 30, 2019 2018 2019 2018 Salaries and employees’ benefits 816,625 737,839 401,736 338,563 Utilities 35,857 38,445 18,566 18,943 Other taxes 17,872 17,501 11,179 8,060 Professional fees 90,824 18,506 42,953 7,509 Allowance for impairment of trade receivables 44,442 - 21,919 - Advertising 24,934 27,821 13,766 9,356 Freight to customers 13,107 29,078 5,584 15,051 Insurance 39,806 30,649 21,165 22,902 Bank fees and other 18,248 23,389 8,370 10,242 Operating Lease 7,071 7,510 3,612 3,949 Office supplies 8,605 6,651 3,748 2,946 Repair and maintenance 20,806 2,528 17,013 531 Security Services 14,579 568 6,018 192 Depreciation 4,162 4,085 2,081 2,043 Quality assurance services 39,528 - 39,528 - Other 85,905 62,801 37,377 40,263 Total General and Administrative expenses 1,282,371 1,007,371 654,615 480,550

13. Income tax expense Income tax expense is recognized at an amount determined by multiplying the profit (loss) before tax for the interim reporting period y management best estimate of the annual income tax rate expected for the full financial year, adjusted for the tax effect of certain items recognized in full in the interim period. As such, the effective tax rate in the interim financial statements may differ from the management’s estimate of the effective tax rate for the annual financial statements. The Company’s effective tax rate for the six months ended April 30, 2019 and 2018 was 0%.

14. Subsequent events On May 3, 2019, the shareholders of Medic Plast entered into a binding letter agreement (the “Letter Agreement”) with (i) MTC Growth Fund-I Inc. (“MTC”), an un-listed Canadian mutual fund corporation, (ii) Ramm, and (iii) the sole shareholder of Yurelan. The Letter Agreement outlines the general terms and conditions pursuant to which MTC, Medic Plast, Yurelan and Ramm have agreed to complete a series of transactions that will result in Medic Plast becoming a wholly owned subsidiary of MTC following the completion of the going public transaction. Ramm and MTC have each completed previously announced non-brokered private placements, resulting in the sale by Ramm of CAD$7,000,000 of unsecured convertible debentures, and sale by Ramm and MTC of an aggregate of 26,165,109 subscription receipts for aggregate gross proceeds of approximately CAD$35.3 million.

On June 2019, the Company entered into a secured credit agreement with Ramm, under which the Company has a Credit Facility for a maximum aggregate of USD$ 3 million with a maturity date in June 27, 2022. Advances from this credit facility are non-interest bearing. The Company has drawn on this facility as of August 28, 2019 a total of $2.4 million which were used to repay bank loans and borrowings for an aggregate amount of $2 million and $0.4 million for general corporate and working capital financing. In addition, the Company has received as of August 28, 2019, advances from Ramm for an aggregate amount of $0.7 million for general corporate and working capital financing these advances are non-interest bearing and have no other specific terms.

____.____

- 9 -

Schedule D

FINANCIAL STATEMENTS OF YURELAN See attached.

Schedule E

FINANCIAL STATEMENTS OF RAMM See attached.

RAMM PHARMA CORP.

FINANCIAL STATEMENTS

JUNE 30, 2019

Financial Statements

Statements of Financial Position 1

Statement of Loss and Comprehensive Loss 2

Statement of Changes in Shareholders’ Equity 3

Statement of Cash Flows 4

Notes Financial Statements 5-20

Independent Auditor's Report

To the Shareholders of Ramm Pharma Corp.:

Opinion

We have audited the financial statements of Ramm Pharma Corp. (the "Company"), which comprise the statement of financial position as at June 30, 2019, and the statements of loss and comprehensive loss, changes in equity and cash flows for the period from March 1, 2019 (Date of incorporation) to June 30, 2019, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2019, and its financial performance and its cash flows for the period from March 1, 2019 (Date of incorporation) to June 30, 2019 in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the 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.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:  Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.  Obtain an understanding of internal control relevant to the audit 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.  Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.  Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.  Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Toronto, Ontario Chartered Professional Accountants September 4, 2019 Licensed Public Accountants

RAMM PHARMA CORP. Statements of Financial Position (Expressed in Canadian Dollars)

June 30, 2019 $ ASSETS Current Cash and cash equivalents 3,726,435 Restricted cash (Note 8) 32,431,568 Other receivable 2,140

36,160,143 Non-Current Loans receivable (Note 6) 2,573,128 Total assets 38,733,271

LIABILITIES Current Accounts payable and accrued liabilities 604,337 Other accounts payable (Note 8.3) 1,945,689

2,550,026 Non-Current Convertible debentures (Note 7) 3,176,932 Deferred tax liabilities (Note 9) 555,389 Total liabilities 6,282,347

SHAREHOLDERS' EQUITY Share Capital (Note 8.1) 1 Shares to be issued (Note 8.3) 29,445,218 Other reserves (Note 7) 1,884,046 Option reserves (Note 8.4) 588,235 Warrant reserves (Note 8.5) 1,850,425 RetainedAccumulated losses deficit (1,317,001)

Total equity 32,450,924

Total liabilities and shareholders' equity 38,733,271

See accompanying notes to the financial statements.

Approved and authorized by the Sole Director

“Matthew Bajurny”

Director

RAMM PHARMA CORP. Statement of Loss and Comprehensive Loss (Expressed in Canadian Dollars)

For the period from March 1, 2019 to June 30, 2019 $

Expenses Professional fees 454,904 Consultancy fees (Note 6) 190,675 Travel expense 23,481 Share-based payment (Note 8.4) 588,235 Bank charges 7,955

Total expenses 1,265,250

Net loss from operations (1,265,250) Other expenses (income) Interest expense (Note 7) 238,888 Interest income (8,368) Foreign exchange losses 72,646

Total other expenses 303,166

Net loss before tax (1,568,416) Deferred income tax (recovery) expense (Note 9) (251,415) Net loss and comprehensive loss (1,317,001)

Loss per common share - basic and diluted (1,317,001)

Weighted average number of common shares - basic and diluted 1

See accompanying notes to the financial statements.

RAMM PHARMA CORP. Statement of Changes in Equity (Expressed in Canadian Dollars)

Common Shares Shares To Be Issued Other Option Warrant Accumulated Shares Amount Shares Amount Reserve Reserve Reserve Deficit Total # $ # $ $ $ $ $ $ As at March 1, 2019 — — — — — —

Issuance of common shares 1 1 — — — — — — 1

Convertible debentures - Equity component — — — — 3,346,297 — — — 3,346,297 Issuance costs - Cash — — — — (200,778) — — — (200,778) Issuance cost - Warrants — — — — (420,826) — 880,311 — 459,485 Issuance cost - Legal fees — — — — (33,843) — — — (33,843) Deferred Tax (806,804) (806,804)

Share-based compensation — — — — — 588,235 — — 588,235

Subscription receipts issued — — 24,020,854 32,428,153 — — — — 32,428,153 Issuance costs - Cash — — — (1,945,689) — — — — (1,945,689) Issuance cost - Warrants — — — (970,114) — — 970,114 — Issuance cost - Legal fees — — — (67,132) — — — — (67,132)

Net loss for the period — — — — — — — (1,317,001) (1,317,001)

As at June 30, 2019 1 1 24,020,854 29,445,218 1,884,046 588,235 1,850,425 (1,317,001) 32,450,924

See accompanying notes to the financial statements.

RAMM PHARMA CORP. Statement of Cash Flows (Expressed in Canadian Dollars)

For the period from March 1, 2019 to June 30, 2019 $ Operating activities Net loss for the period (1,317,001) Adjustments for items not affecting cash: Interest expense 238,888 Share-based payment 588,235 Deferred tax liabilities (Note 9) (251,415) Changes in working capital items: Loans receivable (2,573,128) Other receivable (2,140) Accounts payable and accrued liabilities 604,337 Other Accounts payable 1,945,689

Cash used in operating activities (766,535)

Investing activities

Cash used in investing activities -

Financing activities Convertible debentures proceeds, net of costs 6,509,206 Share Capital 1 Subscription receipt, net of costs 30,415,332

Cash provided by financing activities 36,924,538

Net increase in cash and cash equivalents 36,158,003 Cash and cash equivalents, beginning of period - Cash and cash equivalents, end of period 36,158,003

Cash and cash equivalents 3,726,435 Restricted cash (Note 8) 32,431,568 Cash and cash equivalents for Cash Flow purposes 36,158,003

See accompanying notes to the financial statements.

RAMM PHARMA CORP. Notes to the Financial Statements For the period from March 1, 2019 (incorporation date) to June 30, 2019 (Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS

Ramm Pharma Corp. (the “Company”) was incorporated on March 1, 2019 under the Business Corporations Act (Ontario) as “2683435 Ontario Inc.” and the Company’s name was modified effective from March 4, 2019. The Company’s registered office is located at Suite 2100, 40 King Street West, Toronto, Ontario, M5H 3C2.

The Company has not carried on any business or undertaking other than the negotiation and entry into of an agreement in respect of completing a “Going Public Transaction”, meaning a proposed business combination between the Company and a company that is a reporting issuer in at least one province of Canada (“Shellco”) that will be result in a reverse take-over of Shellco by the Company, and the listing of the common shares of the combined entity on the Canadian Securities Exchange.

On May 3, 2019, the Company entered into binding letter agreements (the “Letter Agreements”) with (i) MTC Growth Fund-I Inc. (“MTC”), an un-listed Canadian mutual fund corporation, (ii) the shareholders of Medic Plast, S.A. (“Medic Plast”) and Yurelan S.A. (“Yurelan”). The Letter Agreements outline the general terms and conditions pursuant to which the MTC, Medic Plast, Yurelan and the Company have agreed to complete a series of transactions that will result that will result in a reverse take-over of MTC by the shareholders of Medic Plast and Yurelan, and the securityholders of the Company.

These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at June 30, 2019, the Company has not generated any revenues from operations and has an accumulated deficit of $ 1,317,001. These financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.

2. BASIS OF PRESENTATION

2.1 Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

These financial statements for the period from March 1, 2019 (the date of incorporation) to June 30, 2019 were approved and authorized for issue by the sole director of the Company on September 4, 2019.

2.2 Basis of presentation

These financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value, as explained in the accounting policies set out in Note 3. The financial statements are presented in Canadian dollars which is the presentation and functional currency of the company. Comparative information has not been provided for the Statements of Loss and Comprehensive Loss and Cash Flow Statement, since the Company was incorporated post March 1, 2019 as explained in Note 1.

Foreign currency transactions are recorded at the exchange rate as at the date of the transaction. At each statement of financial position date, monetary assets and liabilities are translated using the period end foreign exchange rate. Non- monetary assets and liabilities in foreign currencies other than the functional currency are translated using the historical rate. All gains and losses on translation of these foreign currency transactions are included in the profit and loss. 5

RAMM PHARMA CORP. Notes to the Financial Statements For the period from March 1, 2019 (incorporation date) to June 30, 2019 (Expressed in Canadian Dollars)

The functional currency of the company is the Canadian dollar. Assets and liabilities are translated at the rate of exchange prevailing at the reporting date and revenues and expenses at average rates during the period. Effect of translation differences are accumulated and presented as a component of equity under the Other Comprehensive loss.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.1 Current versus non-current classification

The Company presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when it is:

• Expected to be realised or intended to be sold or consumed in the normal operating cycle • Held primarily for the purpose of trading • Expected to be realised within twelve months after the reporting period Or • Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current.

A liability is current when:

• It is expected to be settled in the normal operating cycle • It is held primarily for the purpose of trading • It is due to be settled within twelve months after the reporting period Or • There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. The Company classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

3.2 Cash and cash equivalents

The Company considers all investments with original maturities of three months or less, that are highly liquid and readily convertible into cash, to be cash equivalents. Cash is held in banks, trust fund of the Company’s lawyer. Restricted cash is considered as cash equivalent for the purposes of the statement of cash flow.

3.3 Related party transactions

A party is related to an entity if the party directly or indirectly controls, is controlled by or is under common control with the entity; or if it has an interest in the entity that gives it significant influence over the entity; or if it has joint control over the entity or is an associate or a joint venture of the entity. In addition, members and dependents of the key management personnel of the entity (Board of Directors and Executive Management Board) are also considered related parties.

3.4 Convertible Debentures

Compound financial instruments issued by the Company are comprised of convertible debt that can be converted to share capital at the option of the holder. The liability component of a compound financial instrument is recognized initially at the fair value which is equal to the net present value of future cash flows applying an interest rate at the date of issue of a similar liability that does not have an equity convertible option. The equity component is recognized initially as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity 6

RAMM PHARMA CORP. Notes to the Financial Statements For the period from March 1, 2019 (incorporation date) to June 30, 2019 (Expressed in Canadian Dollars) components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest rate method. The equity component of a compound financial instrument is not remeasured subsequent to initial recognition. Interest, dividends, losses and gains relating to the financial liability are recognized in the consolidated statement of comprehensive loss.

3.5 Taxation

The income tax payable is based on taxable income for the year. Taxable income differs from “income before taxes” as reported in the statement of Operations and because of items of income or expenses that are taxable or deductible in other years and items that are never taxable or deductible.

Current income tax represents the expected income taxes recoverable (or payable) on taxable income for the period using income tax rates enacted or substantively enacted at the end of the reporting period and taking into account any adjustments arising from prior years.

Deferred income taxes are accounted for using the liability method. Under this method, deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in the financial statements and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

The effect of a change in tax rates on deferred income tax assets and liabilities is recognized in earnings in the period that includes the substantive enactment date. A deferred tax asset is recognized initially when it is probable that future taxable income will be sufficient to use the related tax benefits and may be subsequently reduced, if necessary, to the extent that it is probable that future taxable profits will be available. A deferred tax expense or benefit is recognized in other comprehensive earnings or otherwise directly in equity to the extent that it relates to items that are recognized in other comprehensive earnings or directly in equity in the same or a different period.

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax‑related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

3.6 Share issuance costs

Share issuance costs attributable to the raising of capital are charged against the related share capital.

3.7 Equity

Common shares and warrants are classified as equity. Costs, such as commissions, professional fees and regulatory fees directly attributable to common shares issuances are deducted from the proceeds of the offering. Proceeds from unit offerings are allocated between shares and warrants. The fair value of warrants issued has been determined by using the Black Scholes model and the balance has been allocated to shares.

7

RAMM PHARMA CORP. Notes to the Financial Statements For the period from March 1, 2019 (incorporation date) to June 30, 2019 (Expressed in Canadian Dollars)

3.8 Basic Earnings per Share

The basic loss per share is computed by dividing the net loss by the weighted average number of common shares and series A preferred shares outstanding during the year, respectively. The diluted loss per share reflects the potential dilution of common share equivalents, such as outstanding stock options and share purchase warrants, in the weighted average number of common shares outstanding during the year, if dilutive.

3.9 Financial instruments

FINANCIAL ASSETS

Recognition and initial measurement

The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in profit or loss when incurred.

Classification and subsequent measurement

On initial recognition, financial assets are classified as subsequently measured at amortized cost, fair value through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”). The Company determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics.

Financial assets are classified as follows:

• Amortized cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured at amortized cost. Interest revenue is calculated using the effective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in profit or loss. Financial assets measured at amortized cost are comprised of trade receivables.

• Fair value through other comprehensive income - Assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the contractual cash flows are solely payments of principal and interest, are measured at fair value through other comprehensive income. Interest income calculated using the effective interest method and gains or losses arising from impairment and foreign exchange are recognized in profit or loss. All other changes in the carrying amount of the financial assets are recognized in other comprehensive income. Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to profit or loss. The Company does not hold any financial assets measured at fair value through other comprehensive income.

• Mandatorily at fair value through profit or loss - Assets that do not meet the criteria to be measured at amortized cost, or fair value through other comprehensive income, are measured at fair value through profit or loss. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. Financial assets mandatorily measured at fair value through profit or loss are comprised of cash and cash equivalents.

8

RAMM PHARMA CORP. Notes to the Financial Statements For the period from March 1, 2019 (incorporation date) to June 30, 2019 (Expressed in Canadian Dollars)

• Designated at fair value through profit or loss – On initial recognition, the Company may irrevocably designate a financial asset to be measured at fair value through profit or loss in order to eliminate or significantly reduce an accounting mismatch that would otherwise arise from measuring assets or liabilities, or recognizing the gains and losses on them, on different bases. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. The Company does not hold any financial assets designated to be measured at fair value through profit or loss.

The Company measures all equity investments at fair value. Changes in fair value are recorded in profit or loss. The entity does not hold any equity investments.

Business model assessment

The Company assesses the objective of its business model for holding a financial asset at a level of aggregation which best reflects the way the business is managed and information is provided to management. Information considered in this assessment includes stated policies and objectives.

Contractual cash flow assessment

The cash flows of financial assets are assessed as to whether they are solely payments of principal and interest on the basis of their contractual terms. For this purpose, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money, the credit risk associated with the principal amount outstanding, and other basic lending risks and costs. In performing this assessment, the Company considers factors that would alter the timing and amount of cash flows such as prepayment and extension features, terms that might limit the Company’s claim to cash flows, and any features that modify consideration for the time value of money.

Impairment

The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than financial assets measured at fair value through profit or loss. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions.

The Company applies the simplified approach for trade receivables. Using the simplified approach, the Company records a loss allowance equal to the expected credit losses resulting from all possible default events over the assets’ contractual lifetime.

The Company assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include significant financial difficulties as evidenced through borrowing patterns or observed balances in other accounts and breaches of borrowing contracts such as default events or breaches of borrowing covenants. For financial assets assessed as credit-impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime expected credit losses.

For financial assets measured at amortized cost, loss allowances for expected credit losses are presented in the statement of financial position as a deduction from the gross carrying amount of the financial asset.

Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof.

9

RAMM PHARMA CORP. Notes to the Financial Statements For the period from March 1, 2019 (incorporation date) to June 30, 2019 (Expressed in Canadian Dollars)

Derecognition of financial assets

The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire.

FINANCIAL LIABILITIES

Recognition and initial measurement

The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at fair value through profit or loss for which transaction costs are immediately recorded in profit or loss.

Where an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the instrument, with the liability component measured initially at fair value and the equity component assigned the residual amount.

Classification and subsequent measurement

Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains and losses relating to a financial liability are recognized in profit or loss.

Derecognition of financial liabilities

The Company derecognizes a financial liability only when its contractual obligations are discharged, cancelled or expire.

3.10 Share-based payments

(a) Share-based payment transactions

Employees (including directors and senior executives) of the Company receive a portion of their remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (“equity settled transactions”). In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment.

The costs of equity-settled transactions with employees are measured by reference to the fair value at the date on which they are granted, using an appropriate valuation model.

The costs of equity-settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the “vesting date”). For cash settled share-based compensation, the expense is determined based on the fair value of the liability at the end of the reporting period until the award is settled.

The cumulative expense is recognized for equity-settled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss 10

RAMM PHARMA CORP. Notes to the Financial Statements For the period from March 1, 2019 (incorporation date) to June 30, 2019 (Expressed in Canadian Dollars) charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in contributed surplus. At the end of each reporting period, the Company re-assesses its estimates of the number of awards that are expected to vest and recognizes the impact of the revisions in the statement of loss.

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied provided that all other performance and/or service conditions are satisfied.

Where the terms of an equity settled award are modified, the minimum expense recognized is the grant date fair value of the unmodified award, provided the original terms of the award are met. An additional expense is recognized for any modification which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification. Where an award is cancelled by the Company or the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.

The dilutive effect of outstanding options is reflected as additional dilution in the computation of earnings per share.

(b) Warrants

The Company measures the fair value of warrants issued using the Black-Scholes option pricing model. The fair value of each warrant is estimated based on their respective issuance dates taking into account volatility, expected life, the dividend rate, and the risk-free interest rate. The fair value of warrants issued to agents in conjunction with a financing is charged to share issue costs with an offsetting amount recorded to contributed surplus.

4. CHANGES IN ACCOUNTING STANDARDS

Adoption of new IFRS standards

IAS 1–Presentation of Financial Statements (“IAS 1”) and IAS 8–Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”) were amended in October 2018 to refine the definition of materiality and clarify its characteristics. The revised definition focuses on the idea that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements. The amendments are effective for annual reporting periods beginning on or after January 1, 2020. Earlier adoption is permitted.

5. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

The application of the Company’s accounting policies requires management to use estimates and judgments that can have significant effect on the revenues, expenses, assets and liabilities recognized and disclosures made in the financial statements.

Management’s best estimates concerning the future are based on the facts and circumstances available at the time estimates are made. Management uses historical experience, general economic conditions and assumptions regarding probable future outcomes as the basis for determining estimates. Estimates and their underlying assumptions are reviewed periodically, and the effects of any changes are recognized immediately. Actual results could differ from the estimates used.

The following area require management’s critical estimates and judgments:

11

RAMM PHARMA CORP. Notes to the Financial Statements For the period from March 1, 2019 (incorporation date) to June 30, 2019 (Expressed in Canadian Dollars)

(a) Share-based payment and fair value of warrants

Management assesses the fair value of notes and warrants granted in accordance with the accounting policy stated in note 3.10. The fair value of stock options granted is measured using the Black-Scholes option valuation model, which was created for use in estimating the fair value of freely tradable and fully transferable options. The Company’s stock options have characteristics significantly different from those of traded options, and changes in the highly subjective input assumptions can materially affect the calculated values. The fair value of stock options granted using the model do not necessarily provide a reliable measure of the fair value of the Company’s stock options awards. The same model is used by the Company in order to arrive at a fair value for the issuance of the warrants.

(b) Fair value of convertible debentures

The convertible debentures are a compound financial instrument under IAS 32, Financial Instruments: Presentation, and have both a liability and an equity component. The fair value of the consideration for the compound instrument must be split into its liability and equity components. The fair value of the consideration in respect of the liability component is first measured at the fair value of a similar liability that does not have any associated equity conversion option. This becomes the liability component’s carrying amount at initial recognition, and the residual amount is allocated to the equity components. The most significant assumption used is the discount rate to fair value for the liability component. The discount rate used is the market rate of interest which is estimated by assessing market conditions and other internal and external factors.

(c) Income taxes

The Company computes an income tax provision in accordance with the applicable income tax laws. However, actual amounts of income tax expense only become final upon filing and acceptance of the tax return by the relevant authorities, which occurs subsequent to the issuance of the financial statements. Additionally, estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the ability to use the underlying future tax deductions before they expire against future taxable income. The assessment is based upon existing tax laws and estimates of future taxable income. To the extent estimates differ from the final tax return, earnings would be affected in a subsequent period.

The income tax provision is based on estimates of full-year earnings by jurisdiction. The average annual effective income tax rates are re-estimated at the end of each reporting period. To the extent that forecasts differ from actual results, adjustments are recorded in subsequent periods.

(d) Going concern

The assessment of the Company’s ability to execute its strategy by funding future working capital requirements involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. These financial statements have been prepared on the basis of the accounting principles applicable to a going concern, which assumes the Company’s ability to continue in the normal course of operations for the foreseeable future and to realize its assets and discharge its liabilities in the normal course of operations. There are several adverse conditions that cast significant doubt upon the appropriateness of this assumption.

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RAMM PHARMA CORP. Notes to the Financial Statements For the period from March 1, 2019 (incorporation date) to June 30, 2019 (Expressed in Canadian Dollars)

6. RELATED PARTY TRANSACTIONS AND BALANCES

Related parties are defined as management and principal shareholders of the Company and/or members of their immediate family and/or other companies and/or entities in which a principal shareholder, director or senior officer is a principal owner or senior executive.

Medic Plast and Yurelan are related parties as they are controlled by a key consultant of the Company. Loans receivable from Medic Plast are denominated in US dollars, and denominated in Canadian dollars for Yurelan. The loans are non-interesting bearing, third party guaranteed, and have a three-year maturity term. Each loan has a specific maximum aggregated principal amount as per the details below. Under the terms of each loan, at any time following a default and prior to the maturity date, the secured party has the option (not obligation) to convert the whole of outstanding balance to 21.875% of the issued and outstanding common shares of the Company.

Balance of loan receivable as at June 30, 2019 is as follows:

Currency Max aggregated Loan Receivable June 30, 2019 Maturity denomination principal USD Translated into CND Medic Plast S.A. USD 3,000,000 804,646 1,053,040 June 27, 2022 Yurelan S.A. CND 2,000,000 1,520,088 April 26, 2022 Total 2,573,128

Payment for consultancy fees made to key management during the period is $190,675.

The company also issued options to key consultants during the period and the resulting share-based payment recognized during the period is $588,235 (see more details in Note 8.4)

7. CONVERTIBLE DEBENTURES AND OTHER RESERVES

The Company completed a non-brokered financing of $7,000,000 by way of issuance of convertible debentures (the “Debentures”) in two separate tranches on March 26 and March 28, 2019. The Debentures are non-interest bearing, payable at the maturity date. The maturity date is the earliest of (i) March 26, 2022 for the first tranche or March 28, 2022 for the second tranche, and (ii) the date that the Company announces to the public that it does not intend to complete the Going Public Transaction.

Holders of Debentures have the right to convert the whole or any part of the amount then outstanding to the number of common shares of the Company determined by the amount of principal sum being converted divided by $0.50, from the date that the Going Public Transaction is completed until the earlier of the: (i) maturity date; and (ii) date that is 10 business days following the completion of the Going Public Transaction.

For accounting purposes, the Debentures are separated into their liability and equity components by first valuing the liability component. The fair value of the liability component at the time of issue was calculated as the discounted cash flows for the debentures assuming a 24.2% discount rate, which was the estimated rate for a similar debenture without a conversion feature. The fair value of the equity component (conversion feature) was determined at the time of issue as the difference between the face value of the debentures and the fair value of the liability component.

Transaction costs of $420,000 and legal fees of $70,795 were incurred and have been recorded pro rata against the liability and equity components.

13

RAMM PHARMA CORP. Notes to the Financial Statements For the period from March 1, 2019 (incorporation date) to June 30, 2019 (Expressed in Canadian Dollars)

The Company also issued 840,000 finder warrants in connection with the offering of the Debentures, exercisable into common shares of the Company, each with an exercise price of $0.50 per common share that will be exercisable for a period of two years following the completion of the Going Public Transaction. The finder warrants were valued at $880,311 and have been recorded in equity under Warrants (Note 8.5)

Convertible debenture Amount Finance cost Amount issued Tax issued Cash Warrant Legal fees Net $ $ $ $ $ $ Debt portion 3,653,703 — — — — 2,938,044 Issuance costs - Cash — (219,222) — — — — Issurance cost - Warrants — — (459,485) — — — Issurance cost - Legal fees — — — (36,952) — — Equity portion 3,346,297 — — — — 1,884,046 Issuance costs - Cash — (200,778) — — — — Issurance cost - Warrants — — (420,826) — — — Issurance cost - Legal fees — — — (33,843) — — Deferred tax — — — — (806,804) — Total 7,000,000 (420,000) (880,311) (70,795) (806,804) 4,822,090

The Debenture’s liability balance at June 30, 2019 and subsequent interest amortization are as follows:

$ Fair value when issued on March 26, 2019 2,938,044 Interest for Mar 26 to June 30, 2019 238,888 Balance as of June 30, 2019 3,176,932

8. EQUITY

8.1. Authorized share capital

The Company is authorized to issue unlimited number of common shares. However, only one (1) common share was issued during the period for $1.

8.2. Loss per share

Basic loss per share is calculated by dividing the loss for the year attributable to the company by the weighted average number of shares in issue during the period from March 1 to June 30, 2019.

Diluted loss per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all dilutive potential shares. For the period presented, all options and warrants were anti-dilutive.

8.3. Subscription Receipt Financing and shares to be issued

On May 14 and 22, 2019, the Company completed a non-brokered private placement of subscription receipts (the “Subscription Receipts”), resulting in the sale and issuance of an aggregate of 24,020,854 Subscription Receipts at a price of $1.35 per Subscription Receipt for aggregate gross proceeds of $32,450,924.

14

RAMM PHARMA CORP. Notes to the Financial Statements For the period from March 1, 2019 (incorporation date) to June 30, 2019 (Expressed in Canadian Dollars)

Each Subscription Receipt entitles the holder to receive, without payment of additional consideration, one common share of the Company upon satisfaction or waiver of certain conditions. The gross proceeds from the sale of the Subscription Receipts are held in escrow by an escrow agent and treated as restricted cash. The proceeds will be released from escrow to the Company, or as the Company may direct, upon the satisfaction of certain conditions to complete the Going Public Transaction on or prior to September 30, 2019 (subject to extension to no later than October 31, 2019) (the “Subscription Receipt Deadline”). If the conditions are not satisfied on or before the before the Subscription Receipt Deadline, or is it announced to the public that the Company does not intend to satisfy the conditions, the escrowed funds shall be returned to the holders of the subscription receipts on a pro rata basis and the subscription receipts will be cancelled without any further action on the part of the holders.

Cash finder's fees of $1,945,689 will be paid on satisfaction of the escrow conditions to the Subscription Receipt Financing. In addition, the Company issued 1,441,251 finder's warrants, with each finder warrant exercisable for one Common Share at a price of $1.35 per Common Share for a period of two years from the completion of the Going Public Transaction. The finder warrants were valued at $970,114 and have been recorded in equity under Warrants reserves (Note 8.5).

8.4. Stock Options

On April 24, 2019, the Company issued 3,000,000 options to purchase Common Shares to a consultant of the Company at an exercise price of $0.16 per common share. The options shall vest in full on the first anniversary of the earlier of: (i) one (1) year from the date of completion of the Going Public Transaction; and (ii) three years from the date of grant, provided that the grantee remains a senior officer, director, employee, management company employee, or a person providing consulting services or investor relations activities to the Company on the relevant date.

On April 24, 2019, the Company issued 1,000,000 options to purchase Common Shares to a consultant of the Company at an exercise price of $0.16 per common share. The options shall vest as to one-third (⅓) of the number granted on the first anniversary of the earlier of: (i) one (1) year from the date of completion of the Going Public Transaction; and (ii) three years from the date of grant (the “first vesting date”), as to one-third (⅓) of the number of options granted on the second anniversary of the first vesting date, and as to one-third (⅓) of the number of options granted on the third anniversary of the first vesting date, provided that the grantee remains an eligible grantee on the relevant date.

All four million options shall expire on the earlier of: (i) the date that is five (5) years from the date that the Company completes the Going Public Transaction; (ii) the date that is 10 years from the date of grant; and (iii) 90 days after the grantee is no longer an eligible grantee, unless the grantee is terminated by the Company for cause, in which case all unexercised options shall be cancelled on the date of termination of the grantee.

The details of the options are set out bellow:

Options # Issued Issued date Expiry date # Vested Share-based payment Consultants 4,000,000 24/04/2019 30/09/2024 - 588,235

15

RAMM PHARMA CORP. Notes to the Financial Statements For the period from March 1, 2019 (incorporation date) to June 30, 2019 (Expressed in Canadian Dollars)

The fair value of the options was estimated using the Black-Scholes option pricing model with the following estimated assumptions:

Risk-free interest rate 1.67% Dividend yield 0% Volatility 93% Expected life 5.4 years Forfeiture rate 0% 8.5. Warrants

The warrants described in Note 7 and Note 8.3 are as follows:

Exercise Unit Warrant Warrant Vesting date # warrants Share price Issue Date Expiry Date price Fair value Reserve Convertible Debentures 30-Sep-19 840,000 1.35 26-Mar-19 30-Sep-22 0.5 1.05 880,311 Subscription Receipts 30-Sep-19 1,441,251 1.35 22-May-19 30-Sep-21 1.35 0.67 970,114 2,281,251 1,850,425

The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following estimated assumptions:

Risk-free interest rate 1.66% Dividend yield 0% Volatility 92%-94% Expected life 2-3 years Forfeiture rate 0%

9. INCOME TAX Management uses judgment and estimates in determining the appropriate rates and amounts in recording deferred income taxes, giving consideration to timing and probability of realization. Actual taxes could significantly vary from these estimates as a result of a variety of factors including future events, changes in income tax law or the outcome of reviews by tax authorities and related appeals.

The following table reconciles the amount of income tax expense, recoverable and valuation on the application of the statutory income tax rate:

June 30, 2019 $ Net loss before recovery of income taxes (1,568,416)

Expected income tax recovery (415,631) Share based compensation and non-deductible expenses 160,049 Change in tax benefits not recognized 4,167 Deferred tax (recovery) expense (251,415)

16

RAMM PHARMA CORP. Notes to the Financial Statements For the period from March 1, 2019 (incorporation date) to June 30, 2019 (Expressed in Canadian Dollars)

Recognized deferred tax liabilities

Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax liabilities have been recognized in respect of the following deductible temporary differences:

June 30, 2019 $ Deferred tax liabilities Capitalized expenses 72,443 Share issuance costs 138,048 Non-capital losses carried forward 125,469 Deferred tax liabilities Convertible debentures (891,349)

Net deferred tax liabilities (555,389)

Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset. Movement in net deferred tax liabilities for the period is as below:

June 30, 2019 $ Balance at the beginning of the period - Recognized in the statement of loss and comprehensive loss 251,415 Recognized in equity (806,804) Balance as of June 30, 2019 (555,389)

COMMITMENTS AND CONTINGENCIES 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 June 30, 2019, there were no pending or threatened lawsuits that could reasonably be expected to have a 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.

10. FINANCIAL RISK FACTORS

The Company’s financial instruments mainly comprise of cash, , restricted cash, guaranteed investment certificates, loans receivables from related parties, accounts payable and accrued liabilities and the debt portion of convertible debentures.

17

RAMM PHARMA CORP. Notes to the Financial Statements For the period from March 1, 2019 (incorporation date) to June 30, 2019 (Expressed in Canadian Dollars)

(a) Fair Value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits from the asset’s highest and best use or by selling it to another market participant that would utilise the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy. This is described, as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 inputs are quoted prices in active markets for identical assets or liabilities at the measurement date.

• Level 2 inputs are observable inputs other than quoted prices included within Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable directly or indirectly.

• Level 3 inputs are unobservable inputs for the asset or liability that reflect the reporting entity’s own assumptions and are not based on observable market data.

The classification of financial instruments at their carrying and fair values is as follows:

Carrying values Fair values Financial assets FVTPL FVTOCI AC Total Total June 30, 2019 $ $ $ $ $ Cash and cash equivalents 3,726,435 — — 3,726,435 3,726,435 Restricted cash (Note 8) 32,431,568 — — 32,431,568 32,431,568 Loans receivable (Note 6) — — 2,573,128 2,573,128 2,573,128 Other receivable 2,140 — — 2,140 2,140 36,160,143 — 2,573,128 38,733,271 38,733,271

Carrying values Fair values Financial liabilities FVTPL AC Total Total June 30, 2019 $ $ $ $ Accounts payable and accrued liabilities — 604,337 604,337 604,337 Other accounts payable (Note 8.3) — 1,945,689 1,945,689 1,945,689 Convertible debentures (Note 7) — 3,176,932 3,176,932 3,176,932 Deferred tax liabilities (Note 9) — 555,389 555,389 555,389 — 6,282,347 6,282,347 6,282,347 18

RAMM PHARMA CORP. Notes to the Financial Statements For the period from March 1, 2019 (incorporation date) to June 30, 2019 (Expressed in Canadian Dollars)

The Company’s financial instruments as at June 30, 2019 classified as “Level 1 - quoted prices in active markets” is cash and cash equivalents. The Company has determined that there have been no transfers between levels in the hierarchy by re-assessing categorization at the reporting date.

The Company is exposed to credit, liquidity and market risks. The Company’s management oversees the management of these risks. The Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with Company’s policies and Company’s risk appetite.

(b) Credit Risk

Credit risk is the risk of unexpected loss if or third party to a financial instrument fails to meet its contractual obligations. Financial instruments which potentially subject the Company to concentrations of credit risk consists of cash and due from related parties. The cash consist mainly of checking, saving, GIC, trust, and restricted accounts. As at June 30, 2019 the maximum amount exposed to credit risks was $38,683,533.

(c) Liquidity Risk

Liquidity risk is the risk that the Company is unable to generate or obtain sufficient cash or its equivalents in a cost- effective manner to fund its obligations as they come due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company manages liquidity risk through obtaining financing from its shareholders. As at June 30, 2019, all payables are due within a year except for the Convertible Debenture. The management considers all balances which are outstanding over six months as past due. There are no balances which are past due.

(d) Foreign Currency Risk

Currency risk is the risk that the future cash flows or fair value of the Company’s financial instruments that are denominated in a currency that is not the Company’s functional currency will fluctuate due to the change in foreign exchange rate.

The financial risk is the risk to the Company’s operations that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

A 1% change in the value of the USD would result in a change in net loss of $35,887 as below:

USD in Canadian 1% dollars Financial assets Cash and cash equivalents 2,617,400 26,174 Loans receivable 1,053,040 10,530 Financial liabilities Accounts payable (81,737) (817) 3,588,703 35,887

19

RAMM PHARMA CORP. Notes to the Financial Statements For the period from March 1, 2019 (incorporation date) to June 30, 2019 (Expressed in Canadian Dollars)

(e) 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. The Company is not exposed to interest rate risk as it has no interest-bearing debt.

11. SUBSEQUENT EVENTS

As of August 29, 2019, an aggregated amount of USD $2.2 million were disbursed in loans to Medic Plast.

20

Schedule F

PRO FORMA FINANCIAL STATEMENT OF ISSUER See attached. Ramm Pharma Corp.

Unaudited Pro forma Consolidated Financial Statements

June 30, 2019

(expressed in Canadian dollars, unless otherwise stated) Ramm Pharma Corp.

INDEX PAGE

Unaudited pro forma consolidated statement of financial position 3

Unaudited pro forma interim consolidated statement of comprehensive loss 4

Unaudited pro forma annual consolidated statement of comprehensive loss 5

Notes to the unaudited pro forma consolidated statements of financial position and comprehensive loss 6 Ramm Pharma Corp. Unaudited pro forma consolidated statement of financial position June 30, 2019

Medic Plast MTC (audited) (unaudited) as Yurelan Ramm as at June 30, at April 30, (audited) as at (audited) as at Pro-forma Pro-forma 2019 2019 April 30, 2019 June 30, 2019 Adjustments consolidated ($) ($) ($) ($) Ref. ($) ($) Assets Current assets Cash and cash equivalents 181,488 39,808 - 3,726,435 3 [b.3] 35,150,089 39,565,352 - 3 [f] 467,532 Restricted cash 2,892,044 17,535 - 32,431,568 3 [b.3] (35,323,612) 17,535 Investments 467,532 - - - 3 [f] (467,532) - Trade and other current receivables - 1,814,238 4,162 2,140 3 [a.3] (64,412) 1,891,368 - 3 [a.2] 135,240 Current inventories - 1,934,686 - - - 1,934,686 Current tax assets, current - 18,432 - - - 18,432 Total current assets 3,541,064 3,824,699 4,162 36,160,143 (102,695) 43,427,373 Non-current assets Property, plant and equipment - 808,437 - - 3 [a.2] 1,384,848 2,193,285 Receivables from related parties - 1,013,487 - 2,573,128 3 [a.1] (1,520,088) 1,013,487 3 [a.1] (1,053,040) Total non-current assets - 1,821,924 - 2,573,128 (1,188,280) 3,206,772 Total assets 3,541,064 5,646,623 4,162 38,733,271 (1,290,975) 46,634,145 Equity and liabilities Liabilities Current liabilities Trade and other current payables 45,853 1,668,410 13,689 2,550,026 3 [a.1] (470,762) 4,097,216 3 [e] 290,000 Payables to related parties - - 64,412 - 3 [a.3] (64,412) - Loans and borrowings - 4,371,044 - - - 4,371,044 Subscription fee payable 173,523 3 [b.3] (173,523) - Subscription receipts payable 2,718,521 3 [b.3] (2,718,521) - Current tax liabilities, current ------Total current liabilities 2,937,897 6,039,454 78,101 2,550,026 (3,137,218) 8,468,260 Non-current liabilities Convertible debentures - - - 3,176,932 3 [c.1] (3,176,932) - Loans from Related parties - 582,278 - - 3 [a.1] (582,278) - Loans and borrowings, non-current portion - 548,996 - - - 548,996 Deferred tax liabilities - - - 555,389 - 555,389 Total non-current liabilities - 1,131,274 - 3,732,321 (3,759,210) 1,104,385 Total liabilities 2,937,897 7,170,728 78,101 6,282,347 (6,896,428) 9,572,645 Equity Issued capital 603,167 1,342,914 906 1 3 [d] 3,904,544 39,751,912 4 (1) 3 [d] (603,167) 3 [d] - 3 [c.1] 5,060,978 3 [b.3] 29,445,218 3 [b.3] - 3 [b.2] [c.2] (2,648) Shares to be issued - - - 29,445,218 3 [b.3] (29,445,218) - 3 [b.3] - Other reserves - - - 1,884,046 3 [c.1] (1,884,046) - Option reserves - - - 588,235 588,235 Warrant reserves - - - 1,850,425 3 [b.2] (1,850,425) 1,940,003

3 [c.2] 878,344 3 [b.2] 1,061,659 Reserve of exchange differences on translation - (1,279,496) - - - (1,279,496) Retained earnings (deficit) - (1,587,523) (74,845) (1,317,001) 3 [d] (669,785) (3,939,154) 3 [e] (290,000) Total equity (deficit) 603,167 (1,524,105) (73,939) 32,450,924 5,605,453 37,061,500 Total equity and liabilities 3,541,064 5,646,623 4,162 38,733,271 (1,290,975) 46,634,145 Ramm Pharma Corp. Unaudited pro forma interim consolidated statement of comprehensive loss

Yurelan Ramm MTC Medic Plast (audited) For (audited) for (unaudited) for (unaudited) for the period the period the six months the six months November 1, from March 1, ended June ended April 30, 2018 to April 2019 to June Pro-forma Pro-forma 30, 2019 2019 30, 2019 30, 2019 Adjustments consolidated ($) ($) ($) ($) Ref. ($) ($) Revenue - 2,882,974 - - - 2,882,974 Cost of sales - (2,013,539) - - - (2,013,539) Interest for distribution purposes 1,473 - - - 3 [f] (1,473) - Other changes in fair value of investments 26,782 - - - 3 [f] (26,782) - Gross profit 28,255 869,435 - - (28,255) 869,435

Selling and Administrative expenses (73,544) (1,692,730) (74,911) (1,265,250) 3 [e] (290,000) (3,396,435)

Loss from operating activities (45,289) (823,295) (74,911) (1,265,250) (318,255) (2,527,000)

Finance income - - - 8,368 - 8,368 Interest expense - (281,097) - (238,888) - (519,985) Exchange difference, net - (288,755) 66 (72,646) - (361,335) Listing expense - - - - 3 [d] (669,785) (669,785)

Net loss before tax (45,289) (1,393,147) (74,845) (1,568,416) (988,040) (4,069,737)

Tax expense - - - 251,415 - 251,415

Net loss for continuing operations (45,289) (1,393,147) (74,845) (1,317,001) (988,040) (3,818,322)

Loss from discontinued operations, net of tax 3 [f] 28,255 28,255

Net loss (959,785) (3,790,067)

Exchange differences on translation that will not be reclassified to profit or loss, net of tax - 96,945 - - - 96,945

Loss and comprehensive income (loss) (45,289) (1,296,202) (74,845) (1,317,001) (959,785) (3,693,122)

Shares oustanding after transaction 4 100,733,109 Loss per Share (0.04) Ramm Pharma Corp. Unaudited pro forma annual consolidated statement of comprehensive loss

Yurelan MTC Medic Plast (unaudited) (unaudited) for (audited) for For the period the year ended the year ended May 3, 2018 to December 31, October 31, October 31, Pro-forma Pro-forma 2018 2018 2018 Adjustments consolidated ($) ($) ($) Ref. ($) ($) Revenue - 8,560,308 - - 8,560,308 Cost of sales - (5,369,298) - - (5,369,298) Interest for distribution purposes 5,673 - - 3 [f] (5,673) - Other changes in fair value of investments (700,583) - - 3 [f] 700,583 - Gross profit (694,910) 3,191,010 - 694,910 3,191,010

Selling and Administrative expenses (113,314) (2,849,710) - 3 [e] (290,000) (3,253,024)

Loss from operating activities (808,224) 341,300 - 404,910 (62,014)

Finance income - - - - - Interest expense - (426,761) - - (426,761) Exchange difference, net - (610,937) - - (610,937) Listing expense - - - 3 [d] (669,785) (669,785)

Net loss before tax (808,224) (696,398) - (264,875) (1,769,497)

Tax expense - (5,795) - - (5,795)

Net loss for continuing operations (808,224) (702,193) - (264,875) (1,775,292)

Loss from discontinued operations, net of tax 3 [f] (694,910) (694,910)

Net loss (959,785) (2,470,202)

Exchange differences on translation that will not be reclassified to profit or loss, net of tax - 6,019 - - 6,019

Loss and comprehensive income (loss) (808,224) (696,174) - (959,785) (2,464,183)

Shares oustanding after transaction 4 100,733,109 Loss per Share (0.02) Ramm Pharma Corp. Notes to the unaudited pro forma consolidated statements of financial position and comprehensive loss

1. ORGANIZATION

MTC Growth Fund-I Inc. (“MTC”, the “Company” or the “issuer”), is a Canadian mutual fund Corporation that was established under the laws of the Province of Ontario by a declaration of trust dated October 1988.

Upon the completion of the MTC Reorganization and the Business Combination (as hereinafter described) in accordance with the terms of Share Exchange Agreements and the Master Agreement (as hereinafter described), the Issuer will carry on business as a medically registered and approved plant-derived cannabinoid pharmaceutical product producer, and producer and distributer of medical cannabis and cannabis-derived products in Uruguay and throughout Latin America.

Proposed transactions

 MTC Reorganization

The reorganization of MTC that will permit the Business Combination (as hereinafter described) to occur will include, without limitation: (i) the conversion of MTC from an investment fund issuer to a corporate issuer; and (ii) the filing of articles of amendment to: (a) change and reclassify all issued and outstanding redeemable shares of MTC into MTC Shares; (b) change MTC’s authorized capital to an unlimited number of MTC Shares; and (c) subdivide the issued and outstanding MTC Shares on the basis of 4.76648 (new) Issuer Shares for each one (1) (old) MTC Share.

These pro forma consolidated financials reflect the Company will enter into definitive agreements (collectively, the “Definitive Agreements”) with: (i) shareholders of Medic Plast S.A. (“Medic Plast” or “MP”), a Uruguayan entity engaged in the pharmaceutical and medical device business, and Yurelan S.A. (“Y”), a Uruguayan entity engaged in an agricultural related business, to acquire MP and Y in exchange for common shares of MTC (the “Resulting Issuer Shares”) as it exists after the completion of the reverse take-over (as hereinafter defined) (the “Resulting Issuer”); and (ii) Ramm Pharma Corp. (“Ramm”), a private Ontario company, and creditor to MP and Y, pursuant to which a wholly-owned subsidiary of MTC (X Ontario Inc, the “Subco”) will amalgamate with Ramm (the “Amalgamation”) on the terms and conditions of an amalgamation agreement (the “amalgamation agreement”) entered into among MTC and Subco and Ramm (the “amalgamation parties”, after giving effect of the amalgamation, the amalgamation parties will result in the “Amalco”).

The Master Agreement

The Amalgamation will be effected in accordance with the Master Agreement, the full text of which may be viewed under MTC’s issuer profile on SEDAR at www.sedar.com.

Ramm and Subco will amalgamate and continue as one corporation under the provisions of the OBCA and, as a result, the property and liabilities of Ramm and Subco will become the property and liabilities of the amalgamated company (“Amalco”); all shares of Ramm shall be cancelled and the former holder thereof shall receive that number of securities of the Issuer as is equal to the number of securities held by such shareholder of Ramm; each share of Subco outstanding immediately prior to the Effective Date shall be converted into common shares of Amalco; and as consideration for the issuance of shares of the Issuer in connection with the Business Combination, Amalco shall issue to the Issuer one common share of Amalco for each share of Ramm outstanding immediately prior to the Effective Date. Ramm Pharma Corp. Notes to the unaudited pro forma consolidated statements of financial position and comprehensive loss

On completion of the Business Combination and the Amalgamation, former securityholders of MTC (including holders of MTC Subscription Receipts) will own approximately 0.8% of the equity of the Issuer, while former securityholders of Ramm (including holders of Ramm Subscription Receipts) will own approximately 34.4% of the equity of the Issuer.

2. BASIS OF PREPARATION

For accounting purposes, Medic Plast and Yurelan are considered the accounting acquirers and MTC is considered the acquired company. Since MTC’s operations do not constitute a business, the acquisition of Medic Plast and Yurelan is not a business combination pursuant to International Financial Reporting Standards (“IFRS”) 3 and the transaction will be accounted for as a reverse takeover. The reverse takeover will be accounted for under IFRS 2 Share-based Payments. Accordingly, the acquisition of MTC is accounted at the fair value of the equity instruments of the Company granted to the shareholders of Medic Plast and Yurelan. The difference between the net assets acquired and the fair value of the consideration granted will be treated as a listing expense.

In preparing these unaudited pro forma consolidated financial statements, no adjustments have been made to reflect additional costs or savings that could result from the transaction. These unaudited pro forma consolidated financial statements are not necessarily indicative of the Resulting Issuer's financial position on closing of the business combination and amalgamation.

This unaudited pro forma consolidated statements of financial position and comprehensive loss has been prepared by management of the Company and includes information from:

(a) MTC’s unaudited Interim Financial Statements for the six months ended December 31, 2018, expressed in Canadian dollars;

(b) MTC’s audited Financial Statements for the year ended June 30, 2019, expressed in Canadian dollars;

(c) MTC’s audited Financial Statements for the year ended June 30, 2018, expressed in Canadian dollars;

(d) MTC’s unaudited Interim Financial Statements for the six months ended December 31, 2017, expressed in Canadian dollars;

(e) Medic Plast’s unaudited interim Financial Statements for the six months ended April 30, 2019, expressed in US dollars;

(f) Medic Plast’s audited Financial Statements for the year ended October 31, 2018, expressed in US dollars;

(g) Yurelan’s audited Financial Statements for the period from May 3, 2018 to April 30, 2019, expressed in US dollars; and

(h) Ramm’s audited Financial Statements for the period from March 1, 2019 to June 30, 2019, expressed in Canadian dollars. Ramm Pharma Corp. Notes to the unaudited pro forma consolidated statements of financial position and comprehensive loss

The unaudited pro forma consolidated financial statements are presented in Canadian dollars, which is the functional currency of Ramm. Certain amounts have been exchanged from US dollars to Canadian dollars on the basis of an US$1.00:Cdn$1.32 exchange rate. Ramm Pharma Corp. Notes to the unaudited pro forma consolidated statements of financial position and comprehensive loss

(a) The unaudited pro forma consolidated statement of financial position has been prepared as if the transactions described in Note 1 had occurred on June 30, 2019 and the unaudited pro forma consolidated statements of comprehensive loss as if the transactions occurred at the beginning of the periods. The unaudited pro forma financial statements are not intended to reflect the financial position or performance of the Company, which would have resulted had the proposed transaction described in Note 1 and other pro forma adjustments occurred as assumed. Further, these unaudited pro forma consolidated financial statements are not necessarily indicative of the financial position or performance that may be attained in the future. The unaudited pro forma consolidated financial statements should be read in conjunction with the financial statements of the entities referred to above. The unaudited pro forma consolidated financial statements are prepared based on certain assumptions and estimates and the results that would have occurred had the transactions been completed on the dates indicated could and likely would vary from the results presented herein. The pro forma consolidated statement of comprehensive income for Ramm has not been included in the pro forma annual consolidated statement of comprehensive loss since it has only been in existence for less than a year. The proforma annual consolidated statement of comprehensive income for MTC is shown for the 12 months ended December 31, 2018 and was recalculated using the unaudited Interim Financial Statements for the six months ended December 31, 2018, the audited Financial Statements for the year ended June 30, 2018, and the MTC’s unaudited Interim Financial Statements for the six months ended December 31, 2017. The proforma interim consolidated statement of comprehensive income for MTC is shown for the 6 months ended June 30, 2019 and was recalculated using the audited Financial Statements for the year ended June 30, 2019 and the unaudited Interim Financial Statements for the six months ended December 31, 2018.

3. PRO FORMA ADJUSTMENTS

The unaudited pro forma consolidated statements of financial position and comprehensive loss includes the following pro forma adjustments to reflect the proposed transactions:

[a] Intercompany balances and transactions

[a.1] Balance of loan receivable as at June 30, 2019 included in Ramm’s statement of financial position and subsequent to Medic Plast’s statement of financial position as at April 30, 2019. Medic Plast used the proceeds for working capital purposes.

[a.2] Balance of loan receivable as at June 30, 2019 included in Ramm’s statement of financial position and subsequent to Yurelan’s statement of financial position as at April 30, 2019. Yurelan used the proceeds for the purchase of Land and Greenhouse facilities.

[a.3] Intercompany balance elimination between Medic Plast and Yurelan as at April 30, 2019.

[b] Ramm Offering and MTC Offering

In May 2019, the Subscription Receipt Financing was completed to raise gross proceeds of approximately $35.3 million.

On May 14 and 22, 2019, Ramm completed the Ramm Offering. Each Ramm Subscription Receipt entitles the holder thereof to receive, without payment of any additional consideration or further action, and subject Ramm Pharma Corp. Notes to the unaudited pro forma consolidated statements of financial position and comprehensive loss

to adjustment, one Ramm Share upon satisfaction or waiver of the Ramm Escrow Release Conditions, which will be exchanged for Issuer Shares in connection with the Business Combination.

On May 16, 22 and 23, 2019, MTC completed the MTC Offering. Each MTC Subscription Receipt entitles the holder thereof to receive, without payment of any additional consideration or further action, and subject to adjustment, one MTC Share (which will become Issuer Shares on completion of the Business Combination) upon satisfaction or waiver of the Escrow Release Conditions.

An aggregate cash fee of $1,945,689 payable to certain eligible finders in consideration of services rendered in connection with the Ramm Offering, and an aggregate cash fee of $173,523 payable to certain eligible finders in consideration of services rendered in connection with the MTC Offering, will be paid on the Escrow Release Date.

As additional consideration, eligible finders were granted an aggregate of aggregate of 1,441,251 Ramm Subscription Receipt Finder Warrants on the closing date of the Ramm Offering and 128,535 MTC Subscription Receipt Finder Warrants on the closing date of the MTC Offering.

[b.1] MTC Offering was completed as follows: Cash gross proceeds $ 2,892,044 Subscription fee payable $ (173,523) Net proceeds payable $ 2,718,521

2,142,255 MTC Subscription receipts included in subscription receipts payable $ 2,718,521

[b.2] On completion of the Business Combination, Issuer Finder Warrants will be issued in replacement of the Ramm Subscription Receipt Finder Warrants and the issuance of MTC Subscription Receipt Finder Warrants on a one-for-one basis, respectively. Each Issuer Finder Warrant issued in replacement of a Ramm Subscription Receipt Finder Warrant and the issuance of a MTC Subscription Receipt Finder Warrant will entitle the holder thereof to acquire one (1) Issuer Share at a price of $1.35 per Issuer Finder Warrant, respectively, for a period of 24 months following Closing. Issuer Finder warrants were re-valued to $1,061,659 using the Black Scholes option pricing model and weighted average assumptions used to value the warrants are as follows:

Expected warrant life 2 years Expected Volatility 93% Risk-free interest rate 1.67% Dividend yield 0% Underlying share price $1.35 Strike price $1.35

The adjustment for the fair value of the warrants has been applied against the share capital.

[b.3] Reclassification of subscription receipts proceeds upon satisfaction or waiver of the Escrow Release Conditions.

[c] Convertible Debenture Offering Ramm Pharma Corp. Notes to the unaudited pro forma consolidated statements of financial position and comprehensive loss

Ramm completed the Convertible Debenture Offering in two separate tranches on March 26 and March 28, 2019, consisting of the sale of secured convertible debentures of Ramm for total gross proceeds of $7 million, that are convertible into an aggregate of 14,000,000 Issuer Shares on completion of the Business Combination.

An aggregate cash fee of $420,000 was paid to certain eligible finders in consideration of services rendered in connection with the Convertible Debenture Offering. As additional consideration, eligible finders were granted an aggregate of 840,000 Ramm Debenture Finder Warrants on the closing date of the Convertible Debenture Offering.

[c.1] Following the completion of the Acquisitions, and immediately prior to the effective time of the Amalgamation the holders of the convertible debentures will exercise their right to convert the convertible debentures into common share of the Resulting Issuer.

[c.2] On completion of the Business Combination, Issuer Finder Warrants will be issued in replacement of the Ramm Debenture Finder Warrants on a one-for-one basis, respectively. Each Issuer Finder Warrant issued in replacement of the Ramm Debenture Finder Warrant will entitle the holder thereof to acquire one (1) Issuer Share at a price of $0.50 per Issuer Finder Warrant, for a period of 24 months following Closing. Issuer Finder warrants were re-valued to $878,344 using the Black Scholes option pricing model and weighted average assumptions used to value the warrants are as follows:

Expected warrant life 3 years Expected Volatility 93% Risk-free interest rate 1.67% Dividend yield 0% Underlying share price $1.35 Strike price $1.35

The adjustment for the fair value of the warrants has been applied against the share capital.

[d] The Share Exchange Agreements

The Acquisition will be effected in accordance with the Medic Plast SEA and Yurelan SEA, respectively, the full texts of which may be viewed under MTC’s issuer profile on SEDAR at www.sedar.com.

The Issuer shall acquire: (i) all of the Medic Plast Shares from the shareholders of Medic Plast in exchange for an aggregate of 52,000,000 Issuer Shares; and (ii) all of the Yurelan Shares from the shareholders of Yurelan in exchange for an aggregate of 7,820,000 Issuer Shares.

The issued and outstanding share capital of MTC after giving effect of the Reorganization consists of 750,000 MTC Common Shares and 2,142,255 MTC Subscription Receipts.

For Medic Plast and Yurelan, the proposed transaction with MTC, a non-operating public enterprise with nominal net non-monetary assets, is in substance a capital transaction. As a result, this transaction is viewed as the issuance of equity by Medic Plast and Yurelan to the extent of the net cash available in MTC. Accordingly, the unaudited pro forma consolidated statement of financial position represents a continuation of Medic Plast and Yurelan. Ramm Pharma Corp. Notes to the unaudited pro forma consolidated statements of financial position and comprehensive loss

As Medic Plast’s and Yurelan’s former shareholders will control the Resulting Issuer, this transaction has been accounted for as a reorganization and recapitalization of Medic Plast and Yurelan. For accounting purposes, Medic Plast and Yurelan will be the ongoing businesses.

MTC’s share capital of $603,167 will be eliminated, and the transaction will be accounted for as a reverse take-over in the unaudited pro forma consolidated balance sheet. Ramm Pharma Corp. Notes to the unaudited pro forma consolidated statements of financial position and comprehensive loss

The fair value of the consideration is as follows: Deemed issuance of 2,892,255 MTC Common Shares $ 3,904,544 Deemed issuance of 128,535 MTC warrants 86,929 Total deemed consideration $ 3,991,473

Cash and cash equivalents $ 181,488 Restricted Cash $ 2,718,521 Investments $ 467,532 Trade and other current payables $ (45,853) Listing expense $ 669,785 Value attributed to MTC's fully-diluted share capital $ 3,991,473

The Business Combination will become effective on the Closing Date, subject to the satisfaction of the applicable conditions. On completion of the Business Combination, former securityholders of Medic Plast will own approximately 56.3% of the equity of the Issuer, former securityholders of Yurelan will own approximately 8.5% of the equity of the Issuer, while former securityholders of MTC (including holders of MTC Subscription Receipts) will own approximately 0.8% of the equity of the Issuer.

[e] Transaction costs

Transaction costs of approximately $290,000 will be paid. The transaction costs will be expensed.

[f] In connection with the Business Combination, MTC will divest its investment portfolio assets and discontinue its investments operation. The proceeds from the sale of MTC’s existing assets will be invested in short term liquid funds.

4. SHARE CAPITAL CONTINUITY

A continuity of the issued Ramm Common Shares and related recorded values after giving effect to the pro forma transactions described in note 3 above is set out below:

Number Amount Common Shares of shares $ Yurelan Common Shares outstanding at June 30, 2019 20,000 906 Reversal of Yurelan Common Shares (20,000) Medic Plast Common Shares outstanding at June 30, 2019 17,000,000 1,342,914 Reversal of Yurelan Common Shares (17,000,000) Ramm Common Shares outstanding at June 30, 2019 1 1 Reversal of Ramm Common Shares (1) - 1,343,821

Deemed issuance of Resulting Issuer Shares to the former holders of MTC Common shares and MTC Subscription Receipts 2,892,255 3,904,544 New Resulting Issuer Shares in exchange for Medic Plast Common Shares 52,000,000 - New Resulting Issuer Shares in exchange for Yurelan Common Shares 7,820,000 - Conversion of Ramm Convertible Debentures 14,000,000 5,062,945 Conversion of Ramm Subscription receipts 24,020,854 29,440,602 100,733,109 39,751,912

5. INCOME TAXES

The pro forma effective income tax rate applicable to the consolidated operations will be 26%. Schedule G

MANAGEMENT DISCUSSION AND ANALYSIS OF MTC See attached.

MTC Growth Fund – I Inc.

Management’s Discussion & Analysis

Year Ended June 30, 2018

MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Year Ended June 30, 2018

Introduction

The Company is a Canadian mutual fund corporation whose primary goal is to invest in equity assets. In general, the Company’s mandate is to invest in junior and emerging growth stocks in several areas, including resources, energy, metals and minerals, precious metals, industrials, consumer products, and technology securities. The Company has significant latitude in pursuing and achieving its aggressive growth mandate. The investment portfolio of the Company is invested in a manner that is consistent with its strategic objectives.

The management of the Company is overseen by its board of directors (the “Board of Directors”) in accordance with the Canada Business Corporations Act and the Company’s Articles of Incorporation.

This annual management’s discussion and analysis (“MD&A”) of the MTC Growth Fund-I Inc. (the “Company”) performance contains financial highlights but does not contain the complete annual financial statements of the Company. This MD&A is prepared as at August 6, 2019 and is intended to supplement and complement the annual financial statements of the Company for the years ended June 30, 2018 and 2017 (the “Financial Statements”), which are prepared in accordance with International Financial Reporting Standards (“IFRS”).

This MD&A should be read in conjunction with the Financial Statements and the Annual Information Form (“AIF”) in respect of the 2018 fiscal year filed with the Canadian provincial securities regulatory authorities and available on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. This MD&A contains certain forward-looking statements based on management’s current expectations (please see “Forward Looking Statements”). All references to dollars herein are in Canadian dollars (“$”) unless otherwise specified.

Proposed Transition

The Company announced on May 3, 2019 that it had entered into binding letter agreements (collectively, the “Letter Agreements”) with: (i) shareholders of Medic Plast S.A. (“Medic Plast” or “MP”), a Uruguayan entity engaged in the pharmaceutical and medical device business, and Yurelan S.A. (“Y”), a Uruguayan entity engaged in an agricultural related business, to acquire MP and Y in exchange for common shares of MTC (the “Resulting Issuer Shares”) as it exists after the completion of the Reverse Take-over (“RTO”) (the “Resulting Issuer”); and (ii) Ramm Pharma Corp. (“Ramm”), a private Ontario company, and creditor to MP and Y, pursuant to which a wholly-owned subsidiary of MTC (“Subco”) will amalgamate with Ramm (the “Amalgamation”) on the terms and conditions of an amalgamation agreement to be entered into by MTC, Subco and Ramm.

The business of the Company will transition from its current status as an investment fund, to a non- investment fund (the “Proposed Transition”). The Board of Directors of MTC (the “Board”) has determined it is in the best interest of the Company to proceed with the Proposed Transition.

In order to facilitate the Proposed Transition, the Board will call a special meeting of the shareholders of the Company (the “Meeting”). At the Meeting, shareholders of MTC will be asked to consider, and if thought fit, to pass a number of resolutions in respect of the Proposed Transition and the RTO.

Under the Public Company Regime, the Company would comply with National Instrument 51-102 continuous disclosure requirements, as opposed to the Investment Fund Regime, which is required to comply with National Instrument 81-106 continuous disclosure requirements. One of the key

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MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Year Ended June 30, 2018 distinctions between both regimes however, is that financial statements will be provided on a quarterly basis rather than semi-annually.

In relation to the Proposed Transition the Financial Statements and this MD&A have been prepared for the two most recently completed financial years in accordance with applicable Canadian securities legislation as if the Company were a corporate issuer instead of an investment fund.

Non-IFRS Measures

The Company prepares and releases audited annual financial statements and unaudited interim financial statements in accordance with IFRS. In this MD&A, as a complement to results provided in accordance with IFRS, the Company discloses certain financial measures not recognized under IFRS and that do not have standard meanings prescribed by IFRS (collectively the “non-IFRS measures”). These non-IFRS measures are further described below. The Company has presented such non- IFRS measures because the Manager believes these non-IFRS measures are relevant measures of the ability of the Company to earn and distribute cash dividends to investors and to evaluate the Company’s performance. These non-IFRS measures should not be construed as alternatives to net income (loss) or cash flows from operating activities determined in accordance with IFRS as indicators of the Company’s performance.

• Net assets per share – represents net assets attributable to the relevant class divided by the number of shares outstanding at period end; • Portfolio turnover ratio – represents total repayments during the period expressed as a percentage of the monthly weighted average investments for the period.

Readers are cautioned not to view non-IFRS measures as alternatives to financial measures calculated in accordance with IFRS.

Outlook

A key driver of monetary policy and its related economic consequences remains the need for the U.S. Federal Open Market Committee (“FOMC”) to tackle its bloated balance sheet. While the U.S. government struggles to find ways to address its $4.5 trillion in debt securities that it accumulated in the decade following the global financial crisis, the FOMC also must deal with a firming U.S. economy in a more traditional manner: by initiating an interest rate hiking cycle. Consequently, the bond market remains in serious decline over the past two years, as the yields on the benchmark 10-year treasuries have soared from 1.36% in 2016 to north of 3.00% today. It remains to be seen whether the future of U.S. interest rates are in a consolidating phase or set to continue to move higher.

Inflationary pressures are starting to rise as more money chases limited domestic goods and services. The FOMC, using its typical policy tools, is endeavouring to restrain inflationary pressures with managed interest rate increases. Historically, this should be the “sweet spot” in the cycle for our holdings such as precious metal, base metal, and energy stocks. However, due to factors such as the ongoing trade disputes, we have not seen significant consumer price inflation yet, while commodity prices have waned over uncertainty in U.S. trade policy. OPEC’s (the “Organization of the Petroleum Exporting Countries”) largest producer, Saudi Arabia, recently increased production to punish its regional rival Iran. OPEC, driven by its biggest constituent Saudi Arabia and its fellow production giant Russia, agreed to increase production by 1 million barrels of oil equivalent per day (“boepd”). Recently oil prices have retreated from their June highs as they digest the news of higher Saudi and Russian production, in conjunction with a trade war, which would slowdown worldwide GDP growth. Ultimately, the Company believes that oil prices will move higher

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MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Year Ended June 30, 2018 as the Iranian oil production is targeted by President Trump’s Iranian embargo and sanction policies, and as OPEC members Venezuela and Angola remain unable to produce their quotas, due to political turmoil.

While some commodities are firming during the past year, such as lumber prices on the back of a strong U.S. housing market, most base metal commodities are priced in U.S. dollars, essentially the strongest major currency in the world. A rising U.S. dollar often relates to lower commodity prices. The trade war has also placed downward pressure on most base metals and their commodities shares.

President Trump’s newly minted $200 billion of trade tariffs are aimed squarely at China. President Trump’s actions panders to his political base ahead of next month’s mid-term elections while adding to American coffers. Unfortunately these policies somewhat offset the favourable corporate tax cuts enacted last year. Ironically, both of these policies will result in higher near-term inflation and interest rates. Higher interest rates means that international currency flows have flooded back to the U.S. dollar, which ultimately hurts the price of commodities such as gold.

This year’s strength in the U.S. dollar remains a persistent headwind for the price of gold and gold stocks (gold historically appreciates on U.S. dollar weakness). Notwithstanding this, a return to volatility in worldwide stock markets or an increased possibility of political accidents will likely be beneficial to precious metals stocks. Precious metals stocks currently appear washed out, particularly given the world’s ongoing political challenges including the ever increasing trade wars. Unfortunately, the price of bullion has declined by -11% since March 2018, mirroring the rise in the U.S. dollar index over that time frame.

U.S. President Donald Trump has targeted international trade as one of his top priorities since his election over a year and a half ago. This quarter, the rhetoric has been dialed up to maximum, and continues to hurt the international technology stocks in our portfolio. A full-blown trade war is indeed underway. In this war, the key opponent is China. China has been accused of a series of transgressions in reciprocal trade, and the issue of supreme economic nationalism between the two great economic superpowers will not subside as long as the Americans have a $450 billion annual trade deficit.

Notwithstanding the recent trade disputes, China continues to be the envy of the economic world with its rapid GDP growth rate. Ultimately China has more to lose in a trade war, given its massive and persistent trade surplus with the United States, and the effects of President Trump’s trade policies, which have increased pressure on commodity prices such as base metals, gold and energy. The Company will take advantage of opportunities when they present themselves, particularly in international technology stocks, once political and trade rhetoric has crested. There are no immediate signs of the termination of one of the longest economic cycles of all time, but one day it will come, and historically our investors should benefit from a favourable move in the price of gold.

Risks and Uncertainties

During the past fiscal year, the Company continued to pursue investments in junior and emerging growth companies, along with an emphasis on the resource sectors. These investments may include private placement offerings, which the Company may from time to time subscribe to. In general, private placement offerings are illiquid investments during their restricted holding periods, which typically last up to four months. The illiquid nature of private placement investments adds an increased liquidity risk to the Company, which is partially offset by the discounted offering price of a private placement relative to the current market price or the underlying fundamental value of the

4

MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Year Ended June 30, 2018 security. Additional specific risks of the Company include those that stem from its concentration in the resource sectors. At June 30, 2018, the Company maintained 63.1% of its net asset value in resource securities.

Results of Operations

The composition of the investment portfolio is generally weighted towards energy, gold, metals and minerals securities, and has added exposure to convertible debentures issued by companies in these sectors over the past fiscal year. For the Company’s fiscal year, the twelve months ended June 30, 2018, the return of Class A shares was -17.7%. The benchmark S&P/TSX Venture Composite Index recorded a loss of -3.5% over the same period.

For the year ended June 30, 2018:

• The portfolio turnover rate was 84% (2017: 87%). A high portfolio turnover rate allows the Company to be responsive to a changing investment environment.

• Net interest and other income earned by the Company for the year was $11,437 (2017: $17,123), decreasing primarily due to less interest income, partially offset by higher dividend and other income.

• The Company incurred a net loss of $208,116 (2017: $458,316); per Class A share of $1.31 and $2.72, respectively.

For the three months ended June 30, 2018:

• Net interest and other income earned by the Company for the quarter was $2,555 (Q4/2017: $3,690), decreasing primarily due to less interest income and lower dividend and other income.

• The Company incurred a net loss of $238,230 (2017: $151,603); per Class A share of $1.46 and $0.94, respectively.

Summary of Quarterly Results

2018 2018 2018 2018 2017 2017 2017 2017 Fourth Third Second First Fourth Third Second First Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter Interest and other Income $ 2,555 $ 984 $ 3,636 $ 4,262 $ 3,690 $ 3,303 $ 3,955 $ 6,175 Net Income (loss) and comprehensive income (loss) (238,230) (223,686) 106,741 147,060 (151,603) (50,447) (248,218) (8,048) Income (loss) per share Basic and diluted $ (1.46) $ (1.42) $ 0.66 $ 0.91 $ (0.94) $ (0.30) $ (1.43) $ (0.05)

During each period, the Company is subject to fluctuations due to interest and dividend income based on asset mix, unrealized investment gains (losses) and gains (losses) on sales of investments while it originates new investments or monitors the performance of existing investment commitments.

The variations in net loss by quarter are primarily driven by the realized and unrealized gains (losses) on investments of the Company during the respective periods.

The fourth quarter of 2018 saw minimal net movement in unrealized gain (loss) on investments compared to the third quarter, offset by higher audit and accounting expenses.

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MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Year Ended June 30, 2018

Selected Annual Information

For the years ended June 30 2018 2017 2016 Financial results: Income $ 11,437 $ 17,123 $ 16,512 Net Income (loss) and comprehensive income (loss) per class (Class A) (208,116) (458,316) (115,832) Net Income (loss) and comprehensive income (loss) per class (Class A) per share $ (1.31) $ (2.72) $ (0.68)

As at June 30 2018 2017 2016 Financial position: Total Assets $ 1,041,483 $ 1,297,103 $ 1,865,699 Total Liabilities 46,721 59,362 53,242 Net Assets per Class (Class A) 994,762 1,237,741 1,812,457 Net Assets per Class per Share (Class A) $ 6.32 $ 7.68 $ 10.41 Number of shares issued and outstanding 157,349 161,111 174,080

• The net loss and loss per share for the years ended June 30, 2016 through 2018 fluctuated primarily as a result of unrealized appreciation (depreciation) of investments. • Total assets of the Company have decreased from the year ended June 30, 2016 as a result of market to market fair value variations on the investments held by the Company, where applicable, as well as redemptions funded through the sale of investments.

Summary of Investment Portfolio

The following is a summary of the Company’s investment portfolio as at June 30, 2018:

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MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Year Ended June 30, 2018

% of Aggregate Net Asset Value Company Holdings of the Company BNK Petroleum Inc. 13.3% YY Inc., ADR 8.0% Legend Power Systems Inc. 7.6% Neo Lithium Inc. 6.6% Maple Gold Mines Ltd. 5.6% Surge Energy Inc. 5.6% Nighthawk Gold Corp. 5.3% CSI Compressco L.P. 5.2% Fang Holdings Ltd., ADR 5.1% Jupai Holdings Ltd., ADR 5.0% Premium Brands Holdings Corp. 4.8% GoDaddy Inc., Class ‘A’ 4.7% Obsidian Energy Ltd. 4.5% Baytex Energy Corp. 4.4% Electro Scientific Industries Inc. 4.2% White Gold Corp. 3.5% GoldMoney Inc. 2.9% Blockchain Power Trust 1.6% Toachi Mining Inc. 1.4% Terrace Energy Corp. 0.3% Net Cash 0.6%

% of Aggregate Net Asset Composition of Portfolio by Subgroup Value of the Company Energy 40.8% Industrial/Technology 26.1% Materials – Gold* 15.8% Materials – Metals & Mining* 6.6% Real Estate 5.1% Financial Services 5.0% Net Cash 0.6% Total 100.0% * Materials sector is further broken down to provide additional detail.

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MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Year Ended June 30, 2018

% of Aggregate Net Asset Composition of Portfolio by Market Cap Value of the Company Less than $150 million 25.2% $150 million to $250 million 22.8% $250 million to $500 million 5.2% $500 million to $2 billion 19.2% $2 billion to $10 billion 22.3% Greater than $10 billion 4.7% Net Cash 0.6% Total 100.0%

Liquidity and Capital Resources

The authorized share capital of the Company consists of an unlimited number of mutual fund shares with no par value. The holders of these shares have the right under the Company’s articles of incorporation to require the Company to repurchase their shares at their current net asset value [“NAV”], in the manner outlined in the Company’s articles of incorporation.

The Company manages its capital in accordance with its investment objective while maintaining sufficient liquid assets to manage liquidity risk, as detailed in Note 6 of the Financial Statements. The changes in the Company’s capital are shown in the statements of changes in net assets. The Company is not subject to externally imposed capital requirements.

Liquidity risk refers to the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company is exposed to liquidity risk by way of weekly cash redemptions of redeemable shares.

In accordance with securities legislation, the Company maintains a minimum of 90% of its net assets in listed securities that are traded on a recognized exchange and can be disposed of for cash and used to meet obligations such as redemptions or expenses. In general, liquidity risk is a significant risk factor the Company faces given that the majority of investments are small capitalization companies that tend to lose liquidity during volatile equity markets.

Cash Flows

For the year ended June 30, 2018, the Company had net cash outflows of $17,982 compared to net cash outflows of $120,748 in the year ended June 30, 2017. The decrease is primarily attributed to less redemptions paid in 2018.

Operating Activities

Net cash generated from operating activities was $16,881 for the year ended June 30, 2018, compared with net cash used in operating activities of $4,348 for the year ended June 30, 2017, representing an increase of cash generated from operating activities of $21,229. The increase in cash from operating activities is primarily attributed to lower audit and filing fees in 2018.

Financing Activities

Cash used in financing activities was $34,863 for the year ended June 30, 2018, compared with cash used in financing activities of $116,400 for the year ended June 30, 2017. The decrease is primarily

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MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Year Ended June 30, 2018 attributed to less redemptions paid in 2018 compared to 2017.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Related Party Transactions

Management Fees and Other Expenses

Falcon Asset Management Inc. is 100% wholly owned by Andrew Martyn, a Director of the Company. The Fund Manager provides investment and administrative services. In exchange for these services, the Company pays management fees based on a percentage of the NAV, which is paid monthly to the Manager. The maximum annual management fee is 1.5% of the NAV.

The Company is also responsible for the payment of all legal and audit fees in relation to the operation of the Company, brokerage commissions and other transaction costs, application taxes, interest expenses, custodial and administrative fees, Independent Review Committee fees, registration and other filing fees.

Commitments and Contingencies

In the ordinary course of business activities, the Company may be contingently liable for litigation and claims arising from investment decisions. Where required, management records adequate provisions in the accounts.

Although it is not possible to accurately estimate the extent of potential costs and losses, if any, management believes that the ultimate resolution of such contingencies would not have a material adverse effect on the Company's financial position.

Critical Accounting Estimates

The preparation of financial statements requires management to use judgment in applying its accounting policies and make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. These estimates are reviewed periodically by management and as adjustments become necessary, they are reported in income in the period in which they become known.

Classification and Measurement of Investments and Application of the Fair Value Option

In classifying and measuring financial instruments held by the Company, the Manager is required to make significant judgments on the classification of these investments as either held for trading or designated as FVTPL under IAS 39. Due to the fact the investments have not been acquired or incurred principally for the purpose of selling or repurchasing in the near term and there is no evidence of a recent actual pattern of short-term profit taking, the investments are designated as FVTPL and are not considered to be held for trading. The most significant judgments made include the determination that certain investments are not held-for-trading and that the fair value option can be applied.

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MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Year Ended June 30, 2018

Changes in Accounting Policies and Initial Adoption

The International Accounting Standards Board has issued the following new standards and amendments to existing standards that are not yet effective.

IFRS 9, Financial Instruments [“IFRS 9”] replaces IAS 39, Financial Instruments: Recognition and Measurement, and is effective for annual periods beginning on or after January 1, 2018, with early application permitted. IFRS 9 brings together three aspects of the accounting for financial instruments: classification and measurement, impairment and hedge accounting.

The Company will adopt IFRS 9 for annual periods beginning July 1, 2018. Based on the Company’s business model and contractual cash flow characteristics, the Manager anticipates that all portfolio investments will continue to be measured at fair value. As the Company does not apply hedge accounting and primarily all financial instruments are measured at fair value, the Manager expects no significant impact on the Company’s net assets and results of operations on adoption of IFRS 9.

Financial Instruments

The Company’s investment objective is to obtain long-term growth by investing primarily in growth equity securities. The Company is exposed to risks that are associated with its investment strategies, financial instruments and markets in which it invests. Such risks include market price risk, interest rate risk, liquidity risk, currency risk, concentration risk and credit risk. The Board of Directors seeks to manage these risks through its investment approach, which involves evaluating the potential of individual companies and their management through independent research and analysis. The Board of Directors invests in companies that it believes have promising prospects in the current economic environment.

Market Price Risk

Changes in market prices can cause the fair value of the financial instrument to fluctuate. These changes can be caused by factors specific to the individual security such as potential or actual profitability of the underlying company, ability to finance operations and capital programs, number and calibre of competitors and the effect of actual or potential regulation on business operations. Changes can also be caused by factors affecting all similar securities traded in the market such as macroeconomic or political conditions.

Investment in equity securities contributes the most significant exposure to market price risk for the Company. As at June 30, 2018, had the value of the Company’s benchmark, the S&P/TSX Venture Composite Index, increased or decreased by 10%, the Company’s net assets would have correspondingly increased or decreased by approximately $93,857 (2017: $106,293). This analysis is based on a historical correlation of the benchmark to the Company using three years of monthly returns. In practice, actual results may differ from this analysis and the difference could be material.

Interest Rate Risk

Interest rate risk is the risk that the fair value of interest-bearing financial instruments will fluctuate due to changes in market interest rates. In general, as interest rates fall, the value of fixed income securities rises, and when interest rates rise, the value of fixed income securities falls. The table below summarizes the Company’s exposure to interest rate risks. It includes the Company’s assets and trading liabilities at fair values, categorized by the earlier of contractual re-pricing or maturity dates.

10

MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Year Ended June 30, 2018

Less than More than As at 1 year 1-3 years 3-5 years 5 years Total June 30, 2018 $ $ $ $ $

Bonds - - 55,310 47,800 103,110

Less than 1 More than As at year 1-3 years 3-5 years 5 years Total June 30, 2017 $ $ $ $ $

Bonds - - 259,459 - 259,459

As at June 30, 2018, had the prevailing interest rates risen or lowered by 1%, with all other variables held constant, net assets attributable to holders of redeemable shares would have increased or decreased, respectively, by $4,625 (2017: $10,872).

Currency Risk

Currency risk arises from financial instruments that are denominated in a currency other than the Canadian dollar, which is the Company’s functional currency. The Company is exposed to the risk that the value of securities denominated in other currencies will fluctuate due to changes in exchange rates.

The table below indicates the currencies to which the Company had significant exposure as at year- end, on both its trading monetary, non-monetary assets and liabilities as well as the underlying principal amount of forward currency contracts that the Company had significant exposure to as at June 30, 2018 and 2017, disclosed in Canadian dollars:

As at June 30, 2018 Cash and Investments cash equivalents Total Currency $ $ $

U.S. Dollars 319,394 2,278 321,672

As at June 30, 2017

Cash and Currency Investments cash equivalents Total $ $ $

U.S. Dollars 482,225 41,686 523,911

As at June 30, 2018, if the Canadian dollar had changed by 5% relative to all foreign currencies, the Company’s net assets would have increased or decreased by approximately $16,084 (2017: $26,196).

11

MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Year Ended June 30, 2018

Concentration Risk

Concentration risk arises as a result of the concentration of exposures within the same category, whether it is geographical location, product type, industry sector or counterparty type.

The following is a summary of the Company’s concentration risk, expressed in terms of percentage of net assets invested by geographical location as at June 30:

2018 2017 % % Canadian Equities 56.9 58.5 Foreign Equities 32.1 19.5 Canadian Bonds 10.4 21.2 99.4 99.0

Credit Risk

Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The following is a summary of the Company’s credit risk, expressed in terms of percentage of net assets as at June 30:

2018 2017 Bond Ratings % % BBB - - Below BBB - - Unrated (U) 10.4 21.0 10.4 21.0

Outstanding Share Data

As at June 30, 2018, the Company had the following mutual fund shares outstanding: 157,349 Class A shares of the Company with no par value.

Forward Looking Statements

This document may contain forward-looking statements. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, or other similar wording. In addition, any statements that may be made concerning future performance, strategies, or prospects, and possible future actions taken by the Company, are also forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results and achievements of the Company to differ materially from those expressed or implied by such statements. Such factors include, but are not limited to: general economic; market and business conditions; fluctuations in securities prices, interest rates, and foreign currency exchange rates; changes in government regulations; and catastrophic events. We do not undertake, and specifically disclaim, any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments, or otherwise.

12

MTC Growth Fund – I Inc.

Management’s Discussion & Analysis

Period Ended December 31, 2018

MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Period ended December 31, 2018

Introduction

The Company is a Canadian mutual fund corporation whose primary goal is to invest in equity assets. In general, the Company’s mandate is to invest in junior and emerging growth stocks in several areas, including resources, energy, metals and minerals, precious metals, industrials, consumer products, and technology securities. The Company has significant latitude in pursuing and achieving its aggressive growth mandate. The investment portfolio of the Company is invested in a manner that is consistent with its strategic objectives.

The management of the Company is overseen by its board of directors (the “Board of Directors”) in accordance with the Canada Business Corporations Act and the Company’s Articles of Incorporation.

This interim management’s discussion and analysis (“MD&A”) of the MTC Growth Fund-I Inc. (the “Company”) performance contains financial highlights but does not contain the complete interim financial statements of the Company. This MD&A is prepared as at August 6, 2019 and is intended to supplement and complement the unaudited interim financial statements of the Company for the three and six-month periods ended December 31, 2018 and 2017 (the “Financial Statements”), which are prepared in accordance with International Financial Reporting Standards (“IFRS”).

This MD&A should be read in conjunction with the Financial Statements and the Annual Information Form (“AIF”) in respect of the 2018 fiscal year ended June 30, 2018 filed with the Canadian provincial securities regulatory authorities and available on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. This MD&A contains certain forward-looking statements based on management’s current expectations (please see “Forward Looking Statements”). All references to dollars herein are in Canadian dollars (“$”) unless otherwise specified.

Proposed Transition

The Company announced on May 3, 2019 that it had entered into binding letter agreements (collectively, the “Letter Agreements”) with: (i) shareholders of Medic Plast S.A. (“Medic Plast” or “MP”), a Uruguayan entity engaged in the pharmaceutical and medical device business, and Yurelan S.A. (“Y”), a Uruguayan entity engaged in an agricultural related business, to acquire MP and Y in exchange for common shares of MTC (the “Resulting Issuer Shares”) as it exists after the completion of the Reverse Take-over (“RTO”) (the “Resulting Issuer”); and (ii) Ramm Pharma Corp. (“Ramm”), a private Ontario company, and creditor to MP and Y, pursuant to which a wholly-owned subsidiary of MTC (“Subco”) will amalgamate with Ramm (the “Amalgamation”) on the terms and conditions of an amalgamation agreement to be entered into by MTC, Subco and Ramm.

The business of the Company will transition from its current status as an investment fund, to a non- investment fund (the “Proposed Transition”). The Board of Directors of MTC (the “Board”) has determined it is in the best interest of the Company to proceed with the Proposed Transition.

In order to facilitate the Proposed Transition, the Board will call a special meeting of the shareholders of the Company (the “Meeting”). At the Meeting, shareholders of MTC will be asked to consider, and if thought fit, to pass a number of resolutions in respect of the Proposed Transition and the RTO.

Under the Public Company Regime, the Company would comply with National Instrument 51-102 continuous disclosure requirements, as opposed to the Investment Fund Regime, which is required to comply with National Instrument 81-106 continuous disclosure requirements. One of the key

2

MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Period ended December 31, 2018 distinctions between both regimes however, is that financial statements will be provided on a quarterly basis rather than semi-annually.

In relation to the Proposed Transition the Financial Statements and this interim MD&A have been prepared for the three and six-month periods ended December 31, 2018 and 2017 in accordance with applicable Canadian securities legislation as if the Company were a corporate issuer instead of an investment fund.

Non- IFRS Measures

The Company prepares and releases audited annual financial statements and unaudited interim financial statements in accordance with IFRS. In this MD&A, as a complement to results provided in accordance with IFRS, the Company discloses certain financial measures not recognized under IFRS and that do not have standard meanings prescribed by IFRS (collectively the “non-IFRS measures”). These non-IFRS measures are further described below. The Company has presented such non- IFRS measures because the Manager believes these non-IFRS measures are relevant measures of the ability of the Company to earn and distribute cash dividends to investors and to evaluate the Company’s performance. These non-IFRS measures should not be construed as alternatives to net income (loss) or cash flows from operating activities determined in accordance with IFRS as indicators of the Company’s performance.

• Net assets per share – represents net assets attributable to the relevant class divided by the number of shares outstanding at period end; • Portfolio turnover ratio – represents total repayments during the period expressed as a percentage of the monthly weighted average investments for the period.

Readers are cautioned not to view non-IFRS measures as alternatives to financial measures calculated in accordance with IFRS.

Outlook

All of the world’s major equity markets delivered double-digit negative returns in 2018. Most of these indices had a spectacular revaluation over a very short period of time, as most of the corrective action happened in the final quarter of 2018. In fact, this past December was the worst December in 88 years: i.e. since the Great Depression in 1931.

Currently, the American unemployment rate sits at 3.7%, a 50-year low indicating a disconnect between Main Street and Wall Street, as the economy remains quite strong, but equity markets are under severe stress. Among the factors contributing to the declines in equity values are: a massive and persistent increase in U.S. managed and market interest rates, a political crisis in Washington in which U.S. leaders initiated the longest furlough for government employees in it’s history, weakness in emerging markets, turmoil in the European Union (“E.U.”), exacerbated by a messy Brexit and a massive trade war between China and the United States.

The Chinese-American trade war gained momentum as the rhetoric heated up, negatively affecting China’s economy. This has been unfavourable for commodity prices in which the Company holds exposures. In America, the Federal Open Market Committee (the “FOMC”) rate hikes finally hit hard. This, along with softening worldwide GDP numbers, caused the world’s biggest stock index, the S&P 500, to register an intra-day bear market correction in Q4-2018 (i.e., a decline in value of -20%). Similarly, the technology-heavy NASDAQ fell -24% from its Q4 highs. Calendar 2018 delivered the worst

3

MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Period ended December 31, 2018 annual stock market returns on record since the financial crisis of 2008. As mentioned earlier, this is the largest quarterly decline seen since 2008 and a spectacular equity blow-off, all during a bullish economy. A 20% market correction during a period of record low U.S. unemployment rates (3.7%) and a firm expected GDP print of 2.6% is an extraordinarily rare event.

In 2018, Canada stock markets also suffered with the TSX Venture Composite Index declining -34.5%. The Canadian markets declines were also broad-based, with 80% of the senior Toronto Stock Exchange index members declining in 2018.

The West Texas Intermediate price of crude oil somewhat surprisingly dropped 24% in 2018, beginning the year at US$60 and ending the year at US$46. The drop in the back quarter of the year was especially unexpected, given its earlier run up to a peak on October 3, 2018 of US$76.90, before rolling over.

Most energy stocks were particularly hard hit with many trading as if the companies were facing a heightened risk of bankruptcy. Some stocks in the broader resource sector are simply call options on survivability. The Canadian benchmark energy price, Western Canadian Select (“WCS”), traded at a record discount to West Texas Intermediate (“WTI”), leaving Canadian firms with little or negative cash flow margins. Canadian leaders undertook extraordinary measures to combat the massive discounts of Canadian energy prices, including shuttering 8% of Alberta’s energy production by government decree. The economic outlook for Canada’s number one export is challenged, and the stock prices of Canadian publicly-traded energy companies reflect this reality. However, one glimmer of hope in the Canadian energy landscape is our cleanest burning fuel, natural gas, and in October, a $40 billion liquefied natural gas project planned for Kitimat, B.C. was officially approved.

British Prime Minister Theresa May lost her initial Brexit vote in Parliament by a wide margin but won the subsequent vote of non-confidence. Against this backdrop, every relevant major stock market in Europe dropped by double digits in 2018. The largest trading block in the world in aggregate registered very poor stock market returns in 2018.

China runs the second largest economy in the world and is expected to overtake the U.S. economy sometime in the next seven years. China is currently suffering from targeted trade tariffs by the Americans. The trade war is acting as a drain on Chinese consumer confidence, penalizing and slowing the Chinese economy. As a result, the benchmark Shanghai Stock Exchange came under heavy pressure, losing one quarter of its value in 2018.

Any conclusion to the trade hostilities between the American administration and Chinese politicians will likely result in a significant rise in the values of Chinese stocks and by association cyclical and resource stocks, which the Company holds exposures in.

Most precious metals stocks were also under stress, with these stocks currently trading inexpensively. After declines in the middle of 2018, gold bullion prices have recently firmed on the back of increasing worldwide market volatility and the large decline in global equities prices.

Recently, U.S. stocks are trading to throw off 7% earnings yields, and in emerging markets, this number jumps to 10%. With a 2.70% U.S. 10-year treasury yield, the equity risk premium is statistically too large. The market needs either a recession, with a commensurate decline in U.S. corporate profits, or stocks are currently inexpensive.

After a full bear market decline in stocks in Q4-2018, FOMC Chairman Jerome Powell relented from his commitment to aggressive tightening, and accepted policy modifications designed to slow the rate of managed interest rate increases. Only after this explicit announcement on December 19,

4

MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Period ended December 31, 2018

2018 did stock markets finally find their base and in hindsight their most recent intermediate lows.

Risks and Uncertainties

During the past fiscal year, the Company continued to pursue investments in junior and emerging growth companies, along with an emphasis on the resource sectors. These investments may include private placement offerings, which the Company may from time to time subscribe to. In general, private placement offerings are illiquid investments during their restricted holding periods, which typically last up to four months. The illiquid nature of private placement investments adds an increased liquidity risk to the Company, which is partially offset by the discounted offering price of a private placement relative to the current market price or the underlying fundamental value of the security. Additional specific risks of the Company include those that stem from its concentration in the resource sectors. At December 31, 2018, the Company maintained 56.2% of its net assets in resources securities.

Results of Operations

The composition of the investment portfolio is weighted towards energy, gold, metals and minerals securities and cyclicals.

For the three-month period ended December 31, 2018:

The return of Class A shares was -25.5% in the three-month period ending December 31, 2018, compared to an increase of 7.7% in the same period in the prior year, in line with its benchmarks, as the resource-heavy TSX Venture Composite fell by -27.3% and the WTI price of crude oil fell by -24.1% over the same period.

• Net interest and other income earned by the Company for the three-month period was $949 (2017: $3,636), decreasing primarily due to less dividend and other income. • The Company incurred a (loss)/income from operations of $221,721 (2017: $106,741); per Class A share of $1.41 and $0.66, respectively.

For the six-month period ended December 31, 2018:

The return of Class A was -34.8% for the six-month period ending December 31, 2018, in line with its benchmarks, as the resource-heavy TSX Venture Composite fell by -24.7% and the WTI price of crude oil fell by -32.7% over the same period.

• The portfolio turnover rate was 48% (2017: 75%). A high portfolio turnover rate maximizes the Company’s responsiveness to a changing investment environment. • Net interest and other income earned by the Company for the six-month period was $2,134 (H1/2017: $7,898), decreasing primarily due to less interest income and lower dividend and other income. • The Company incurred a net (loss)/income of $(346,306) (2017: $253,802); per Class A share of $2.20 and $1.58, respectively.

Summary of Quarterly Results

2019 2019 2018 2018 2018 2018 2017 2017 Second First Fourth Third Second First Fourth Third Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter Interest and other Income $ 949 $ 1,185 $ 2,555 $ 984 $ 3,636 $ 4,262 $ 3,690 $ 3,303 Net Income (loss) and comprehensive income (loss) (221,721) (124,585) (238,230) (223,686) 106,741 147,060 (151,603) (50,447) Income (loss) per share Basic and diluted $ (1.41) $ (0.79) $ (1.46) $ (1.42) $ 0.66 $ 0.91 $ (0.94) $ (0.30)

5

MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Period ended December 31, 2018

During each period, the Company is subject to fluctuations due to interest and dividend income based on asset mix, unrealized investment gains (losses) and gains (losses) on sales of investments while it originates new investments or monitors the performance of existing investment commitments.

The variations in net loss by quarter are primarily driven by the realized and unrealized gains (losses) on investments of the Company during the respective periods.

Summary of Investment Portfolio

The following is a summary of the Company’s investment portfolio as at December 31, 2018:

% of Aggregate Net Asset Value Company Holdings of the Company BNK Petroleum Inc. 12.5% White Gold Corp. 10.7% Nighthawk Gold Corp. 8.5% YY Inc., ADR 7.6% GoDaddy Inc., ‘Class A’ 6.9% Legend Power Systems Inc. 6.6% Lululemon Athletica Inc. 6.4% Premium Brands Holdings Corp. Convertible Callable 6.3% Maple Gold Mines Ltd. 6.2% Canadian Premium Sand Inc. 4.9% Neo Lithium Corp. 4.8% Baytex Energy Corp. 3.7% Momo Inc., ADR 3.5% CSI Compressco L.P. 3.4% HEXO Corp. 2.9% Net Cash 2.3% Toachi Mining Inc. 1.5% Blockchain Power Trust 1.3% Terrace Energy Corp. 0.1%

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MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Period ended December 31, 2018

% of Aggregate Net Asset Value Composition of Portfolio by Subgroup of the Company Energy 16.4% Industrial/Technology 29.3% Materials – Precious Metals* 26.8% Materials – Metals & Mining* 9.6% Biotech/Pharma 2.9% Consumer Discretionary 12.7% Cash 2.3% Total 100.0% * Materials sector is further broken down to provide additional detail.

% of Aggregate Net Asset Value Composition of Portfolio by Market Cap of the Company Less than $150 million 56.9% $150 million to $250 million 3.4% $250 million to $500 million 0.0% $500 million to $2 billion 6.6% $2 billion to $10 billion 17.5% Greater than $10 billion 13.3% Cash 2.3% Total 100.0%

Liquidity and Capital Resources

The authorized share capital of the Company consists of an unlimited number of mutual fund shares with no par value. The holders of these shares have the right under the Company’s articles of incorporation to require the Company to repurchase their shares at their current net asset value [“NAV”], in the manner outlined in the Company’s articles of incorporation.

The Company manages its capital in accordance with its investment objective while maintaining sufficient liquid assets to manage liquidity risk, as detailed in Note 6 of the Financial Statements. The changes in the Company’s capital are shown in the statements of changes in net assets. The Company is not subject to externally imposed capital requirements.

Liquidity risk refers to the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company is exposed to liquidity risk by way of weekly cash redemptions of redeemable shares.

In accordance with securities legislation, the Company maintains a minimum of 90% of its net assets in listed securities that are traded on a recognized exchange and can be disposed of for cash and used to meet obligations such as redemptions or expenses. In general, liquidity risk is a significant risk factor the Company faces given that the majority of investments are small capitalization companies that tend to lose liquidity during volatile equity markets.

Cash Flows

For the period ended December 31, 2018, the Company had net cash outflows of $20,431 compared

7

MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Period ended December 31, 2018 to net cash outflows of $43,880 in the period ended December 31, 2017. The decrease is primarily attributed to less investments purchased in 2018.

Operating Activities

Net cash used in operating activities was $20,431 for the period ended December 31, 2018, compared with net cash used in operating activities of $39,886 for the period ended December 31, 2017, representing a decrease in cash used in operating activities of $19,435. The decrease in cash used in operating activities is primarily attributed to lower audit and filing fees in 2018.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Related Party Transactions

Management Fees and Other Expenses

Falcon Asset Management Inc. is 100% wholly owned by Andrew Martyn, a Director of the Company. The Fund Manager provides investment and administrative services. In exchange for these services, the Company pays management fees based on a percentage of the NAV, which is paid monthly to the Manager. The maximum annual management fee is 1.5% of the NAV.

The Company is also responsible for the payment of all legal and audit fees in relation to the operation of the Company, brokerage commissions and other transaction costs, application taxes, interest expenses, custodial and administrative fees, Independent Review Committee fees, registration and other filing fees.

Commitments and Contingencies

In the ordinary course of business activities, the Company may be contingently liable for litigation and claims arising from investment decisions. Where required, management records adequate provisions in the accounts.

Although it is not possible to accurately estimate the extent of potential costs and losses, if any, management believes that the ultimate resolution of such contingencies would not have a material adverse effect on the Company's financial position.

Critical Accounting Estimates

The Company’s accounting policies are the same as those noted in Note 4 of the Interim Financial Statements.

Changes in Accounting Policies and Initial Adoption

Effective July 1, 2018, the Company adopted IFRS 9 Financial Instruments. The new standard requires financial assets to be classified into one of three categories based on the entity’s business model for managing financial assets and the contractual cash flow characteristics of financial assets. The three categories are:

• Amortized Cost – Assets held within a business model whose objective is to collect cash flows and where the contractual cash flows of the assets are solely payments of principal and

8

MTC GROWTH FUND-I Inc. Management’s Discussion & Analysis Period ended December 31, 2018

interest. • Fair Value Through Other Comprehensive Income (FVOCI) – Financial assets such as debt instruments that are solely payments of principal and interest and are held within a business model with objectives that include both collecting the associated contractual cash flows and selling financial assets. Gains and Losses are reclassified to Profit or Loss upon de- recognition for debt instruments but remain in Other Comprehensive Income for equity instruments. • Fair Value Through Profit or Loss (FVTPL) – A financial asset is measured at FVTPL unless it is measured at Amortized Cost or FVOCI. For all instruments classified as FVTPL, the gains and losses are recognized in Profit or Loss.

Upon transition from IAS 39 to IFRS 9 the Company’s financial assets and liabilities previously designated as FVTPL or classified as held for trading under IAS 39 are now classified as FVTPL. Financial assets that were previously classified as loans and receivables under IAS 39 are now classified as amortized cost. The classification and measurement of other liabilities under the new standard remains generally unchanged. As a result of the transition to IFRS 9, there were no changes in the measurement for any of the financial assets and financial liabilities in the current or comparative period.

Outstanding Share Data

As at December 31, 2018, the Company had the following mutual fund shares outstanding: 157,349 Class A shares of the Company with no par value.

Forward Looking Statements

This document may contain forward-looking statements. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, or other similar wording. In addition, any statements that may be made concerning future performance, strategies, or prospects, and possible future actions taken by the Company, are also forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results and achievements of the Company to differ materially from those expressed or implied by such statements. Such factors include, but are not limited to: general economic; market and business conditions; fluctuations in securities prices, interest rates, and foreign currency exchange rates; changes in government regulations; and catastrophic events. We do not undertake, and specifically disclaim, any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments, or otherwise.

9

Schedule H

MANAGEMENT DISCUSSION AND ANALYSIS OF MEDIC PLAST See attached. Management’s Discussion and Analysis of Financial Condition and Results of Operations of Medic Plast SA for the fiscal year ended October 31, 2018 and the six months ended April 30, 2019

Introduction This management discussion and analysis (“MD&A”) of the financial condition and results of the operations of Medic Plast SA (the “Company”) is dated September 4, 2019 and constitutes management’s review of the factors that affected the Company’s financial and operating performance for the year ended October 31, 2018 and for the six months ended April 30, 2019. On May 3, 2019, the shareholders of Medic Plast entered into a binding letter agreement (the “Letter Agreement”) with (i) MTC Growth Fund-I Inc. (“MTC”), an un-listed Canadian mutual fund corporation, (ii) Ramm Pharma Corp (“Ramm”), a Canadian corporation, and (iii) the shareholder of Yurelan SA (“Yurelan”), an Uruguayan corporation. The Letter Agreement outlines the general terms and conditions pursuant to which MTC, Medic Plast, Yurelan and Ramm have agreed to complete a series of transactions that will result in Medic Plast becoming a wholly owned subsidiary of MTC following the completion of the going public transaction (the “Going Public Transaction”). Ramm and MTC have each completed previously announced non-brokered private placements, resulting in the sale by Ramm of CAD$7,000,000 of unsecured convertible debentures, and sale by Ramm and MTC of an aggregate of 26,165,109 subscription receipts for aggregate gross proceeds of approximately CAD$35.3 million. This discussion should be read in conjunction with the audited financial statements of the Company for the year ended October 31, 2018, together with the notes thereto (“annual financial statements”) and the unaudited condensed interim financial statements for the six months ended April 30, 2019 (“interim financial statements”). The Company’s annual financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”). The interim financial statements have been prepared by management in accordance with IAS 34 for Interim Financial Reporting. Unless stated otherwise, all references to “$” are to United States Dollars. In this discussion, unless the context requires otherwise, references to “we” or “our” are references to Medic Plast. The Company’s financial statements for the year ended October 31, 2018 were approved and authorized for issue by the Board of Directors on September 4, 2019. This MD&A was approved for release by the Company’s Board of Directors on September 4, 2019.

FORWARD-LOOKING STATEMENTS

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward- looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company’s ability to predict or control. Please also make reference to those risk factors referenced in the “Risk Factors” section below. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward- looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward- looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

CORPORATE STRUCTURE AND BUSINESS OVERVIEW

Medic Plast was founded in 1988 under the Uruguayan law. The head office and registered and records office of Medic Plast are both located at Avenida Jose Belloni 3027, Montevideo, Uruguay, 12000. The Company operates 35,000 square foot of production and storage facilities in Montevideo. Medic Plast is a leader in the field of cannabinoid pharmacology and product formulation for cannabis-based pharmaceuticals and other cannabis-based products. Founded in 1988 in Montevideo, Uruguay, Medic Plast is a well- established pharmaceutical and medical product business and amongst the first and only companies in the world to have developed medically registered and approved plant derived cannabinoid pharmaceutical products. Medic Plast currently has multiple approved and registered products that have been authorized for sale in several Latin American countries, as well as a robust pipeline of new products in various stages of approval and development. Since its inception, Medic Plast has steadily grown its operations, with a current team of more than 50 employees, securing sales and distribution channels across Uruguay and the region. In addition to its industry leading activities in the cannabis sector, Medic Plast operates a pharmaceutical, cosmetic and nutraceutical product development and medical services business which has been servicing the local market for over 30 years. The Company’s focus is to execute its commercial and production expansion plans with existing products, such as Epifractan and Cannabipiel, which management believes will enable the Company to generate profitability in a timely fashion while pursuing the release new CBD extract-based products from its robust development pipeline.

Overall performance for the year ended October 31, 2018

The Company started a process of reducing its exposure to the medical and therapeutic devices product lines, while focusing in increasing its presence and development of cannabis-based products such as medical, cosmetics and edibles products, including for use in veterinary medicine, in anticipation of future developments. In December 2017, the Company registered the first medical cannabis product in Uruguay and became available for purchase in pharmacies. The product was developed by Medic Plast and started as a two percent CBD extract, sold in 10-millimeter vials and marketed as Epifractan 2%. In March 2018, Cannabipiel, a body lotion also developed by Medic Plast became available for purchase in pharmacies. In April 2018, Epifractan was included in the list of cannabis-based products by ANVISA, the Brazilian Health Regulatory Agency, for compassionate use in Brazil. In June 2018, Epifractan 2% is also sold in a 30-millimeter vials and in a five percent concentration formula, Epifractan 5%, in a 30-millimeter vials. Cannabis-based products revenue amounted to $0.7 million for the year ended October 31, 2018, already representing in the initial months of sales an 11% of Medic Plast’s total revenue. In October 2018, the Company started the expansion of its production capabilities by building a state-of-the-art GMP certified cannabis extraction and formulation facility.

Overall performance for the six months ended April 30, 2019

The Company continued the process of reducing its exposure to the medical and therapeutic devices product lines, while focusing in increasing its presence and development of cannabis-based products such as medical, cosmetics and edibles products, including for use in veterinary medicine, in anticipation of future developments. In March 2019, Medic Plast received approval from the Argentinian regulatory authority ANMAT (“Administración Nacional de Medicamentos, Alimentos y Tecnología Médica”) for the import of Epifractan into Argentina. Cannabis-based products revenue amounted to $0.5 million for the six months ended April 30, 2019, representing a 25% of Medic Plast total revenue for the period and reaching to around 70% of the total cannabis-based products’ revenue in FY 2018.

SELECTED ANNUAL FINANCIAL INFORMATION

The Company’s functional currency, as determined by management, is Uruguayan Pesos (UY$). The financial statements are presented in United States Dollars ($) and were translated using the following procedures: a) assets and liabilities for each statement of financial position presented were translated at the closing rate at the date of that statement of financial position; b) income and expenses for each statement presenting profit or loss and other comprehensive income were translated at exchange rates using the average exchange rates during the period; c) issued capital presented was translated at the dates of the transactions; and d) all resulting exchange differences were recognized in other comprehensive income.

October 31, 2018 October 31, 2017 (audited) (audited) October 31, 2016 For the year ended (FY2018) (FY2017) (unaudited) $ $ $ Revenue 6,485,082 7,973,425 9,424,891 Gross profit 2,417,432 1,205,713 1,803,858 Gross profit % 37% 15% 19% Profit (Loss) from operating activities 258,561 (1,164,181) (387,215) Interest expense (323,304) (309,018) (284,778) Net profit (loss) (531,964) (1,823,118) (217,687) Loss per share (basic and diluted) (0.0313) (0.1072) (0.0128)

October 31, 2018 October 31, 2017 October 31, 2016 As at (audited) (audited) (unaudited) $ $ $ Current assets 3,893,456 4,674,092 6,586,388 Current liabilities (excluding Bank debt) 1,451,248 1,252,884 1,519,844 Bank debt, current 2,953,274 3,324,315 4,438,480 Working Capital (511,066) 96,893 628,064

Bank debt, non-current portion 1,040,853 1,651,570 -

The Company’s financial results for the years ended October 31, 2018 and 2017 continued to show a decline in total revenue driven by the reduction of volumes sold for medical and therapeutic devices product lines in accordance to the Company’s objective of reducing its exposure to these lines while focusing in increasing its presence and development of cannabis-based products such as medical, cosmetics and edibles products, including for use in veterinary medicine, in anticipation of future developments. Revenues from medical and therapeutic devices product lines declined $2 million from FY2017 to FY2018, that is, approximately 30% measured in US dollars. For the first months of sales of cannabis-based products, revenue amounted to $0.7 million representing approximately a 11% of total revenue measured in US dollars. Gross margin measured in US dollars had an increase in FY2018 driven by the above-mentioned reduction in the Company’s exposure to medical and therapeutic devices products lines. Management expects that gross margin will be increased once cannabis-based products’ weight increases in the sales mix of the Company. The Company’s working capital declined in $0.6 million driven by a 17% reduction in current assets explained by the decrease of medical and therapeutic devices inventories and trade account receivables from hospitals. The Company reduced during FY2018 its bank debt in $1 million with cash flows from operating activities. The Company’s bank debt main currency is US dollars and has fixed interest rates. Management expects to interest expense to decrease along with the reduction of the Company’s exposure to currency risk as described in the Financial Instruments Risks section of this MD&A.

SUMMARY OF QUARTERLY RESULTS

April 30, 2019 January 31, 2019 For the three months ended (unaudited) (Q2) (unaudited) (Q1) $ $ Revenue 1,212,952 971,119 Gross profit 378,837 279,826 Gross profit % 31% 29% Profit (Loss) from operating activities (248,919) (374,789) Interest expense (115,561) (97,391) Net profit (loss) (228,188) (827,226) Loss per share (basic and diluted) (0.0134) (0.0487)

During Q1 and Q2 the Company continued to reduce its exposure to medical and therapeutic devices. Revenues from Cannabis-based products amounted in Q1 to $0.23 and in Q2 to $0.25, representing a 22% and a 29% of the quarters’ total revenue, respectively. During the six months ended in April 30, 2019 the Company repaid current bank debt for $0.3 million and financed its working capital with cash advances from Ramm for an aggregate amount of $0.4 million.

LIQUIDITY AND CAPITAL RESOURCES

As at April 30, 2019, the Company had cash and cash equivalents for $0.03 million compared to $0.72 million as at October 31, 2018 and $0.26 million as at October 31, 2017.

The Company's primary source of funding for the recent years has been bank’s loans and borrowings. The Company’s access to financing is always uncertain. The Company obtains and operates mainly with short term loans for working capital purposes with maturity dates not exceeding 6 months. On the maturity dates, most loans are renewed.

As at April 30, 2019, had a working capital excluding short term bank debt for $1.6 million compared to $2.4 million as at October 31, 2018 and $3.4 million as at October 31, 2017. Change in working capital is driven by the decrease in inventories in connection to the decrease of imports of medical and therapeutic products to resale in Uruguay. Maturity analysis for bank’s loans and borrowings as at April 30, 2019:

Annual Nominal Maturity Interest Rate Less 1 1 to 3 3 to 6 6 to 12 More than Currency % $ month months months months 1 year US Dollars 5.0% to 7.75% (Fixed) 2,371,987 774,247 1,089,009 94,233 130,709 283,789 Uruguayan Pesos 15% (Fixed) 1,067,241 1,067,241 - - - - Uruguayan Pesos (*) 6.0% (Fixed) 223,768 9,430 14,949 22,424 44,848 132,117 3,662,996 1,850,918 1,103,958 116,657 175,557 415,906

For the six months ended at April 30, 2019, the year ended at October 31, 2018 and 2017 the Company repaid bank’s loans and borrowings for an amount of $0.3 million, $1 million and $0.5 million, respectively, with cash flows from operating activities.

On June 2019, the Company entered into a secured credit agreement with Ramm, under which the Company has a Credit Facility for a maximum aggregate of $ 3 million with a maturity date in June 27, 2022. Advances from this credit facility are non-interest bearing. The Company has drawn on this facility as of August 28, 2019 a total of $2.4 million which were used to repay bank loans and borrowings for an aggregate amount of $2 million and $0.4 million for general corporate and working capital financing. In addition, the Company has received as of August 28, 2019, advances from Ramm for an aggregate amount of $0.7 million for general corporate and working capital financing these advances are non-interest bearing and have no other specific terms.

TRANSACTIONS BETWEEN RELATED PARTIES

A party is related to an entity if the party directly or indirectly controls, is controlled by or is under common control with the entity; or if it has an interest in the entity that gives it significant influence over the entity; or if it has joint control over the entity or is an associate or a joint venture of the entity. In addition, members and dependents of the key management personnel of the entity (Board of Directors and Executive Management Board) are also considered related parties.

Transactions with key management personnel Remuneration For the six months ended April 30, 2019, the Company granted $168,002 in remuneration to senior management and directors. At April 30, 2019, due to senior management and directors amounted to nil.

For the years ended October 31, 2018 and 2017, the Company granted $193,517 and $175,514, respectively, in remuneration to senior management and directors. At October 31, 2018 and 2017, due to senior management and directors amounted to nil.

Other transactions The Company since incorporation provided on demand cash advances to Directors of the Company. Advances granted are non-interest bearing with no specific terms of repayment.

For the six months ended April 30, 2019, the Company received $208,804 in repayment of on demand cash advances granted to directors in previous years. At April 30, 2019 accounts receivable from directors amounted to $767,793. At October 31, 2018 accounts receivable from directors amounted to $976,597.

For the year ended October 31, 2018, the Company received $758,476 in repayment of cash advances granted to directors in previous years and granted $270,149 in on demand cash advances to directors. At October 31, 2018 accounts receivable from directors amounted to $976,597. For the year ended October 31, 2017, the Company granted $353,814 in on demand cash advances to directors. At October 31, 2017 accounts receivable from directors amounted to $1,464,924.

Since September 12, 2012 the Company is guarantor for a maximum amount of $100,000 for outstanding bank debt of a Company in which a member of senior management has power of control and direction.

Other related parties During the six months ended April 30, 2019, the Company received cash advances for $441,122 from Ramm. Cash advances as of April 30, 2019 were included in the secured credit agreement with Ramm described in the Liquidity and Capital Resources section of this MD&A.

OFF-BALANCE SHEET ARRANGEMENTS

On April 26, 2019, the Company has agreed to guarantee and indemnify all the obligations of Yurelan to Ramm.

The Company does not have any other off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on its results of operations or financial condition, including, without limitation, such considerations as liquidity, capital expenditures and capital resources that would be considered material to shareholders.

PROPOSED TRANSACTIONS

As at the date hereof, the only proposed transaction of a material nature being considered by the Company is the “Going Public Transaction” as described in the Introduction section of this MD&A.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the review affects both current and future periods.

Estimated useful lives and depreciation of property, plant and equipment and intangible assets Management estimates the useful lives of property and equipment based on the period during which the assets are expected to be available for use. The amounts and timing of recorded expenses for depreciation of property and equipment for any period are affected by these estimated useful lives. The estimates are reviewed at least annually and are updated if expectations change as a result of physical wear and tear, technical or commercial obsolescence and legal or other limits to use. It is possible that changes in these factors may cause significant changes in the estimated useful lives of the Company’s property and equipment in the future.

Functional currency Under IAS 21, "The Effect of Changes in Exchange Rates", an entity must define its functional currency as the currency of the primary economic environment in which the Company operates. Accordingly, management has determined that its functional currency is the Uruguayan Peso since the economy of Uruguay has a significant influence on its current and future activities, including its future revenue, costs, contractor’s services and personnel costs. Income taxes Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

Financial Instruments Risk

The principal financial risks arising from financial instruments are liquidity risk, credit risk, and market risk. a) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short- term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash.

Trade and other current receivables and trade and other current payables have maturity dates that do not exceed a six- month period.

Historically, the Company's primary source of funding has been bank’s loans and borrowings. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity funding.

Maturity analysis for outstanding bank’s loans and borrowings as of April 30, 2019 is as follows:

Annual Nominal Interest Maturity Rate Less 1 1 to 3 3 to 6 6 to 12 More than Currency % $ month months months months 1 year US Dollars 5.0% to 7.75% (Fixed) 2,371,987 774,247 1,089,009 94,233 130,709 283,789 Uruguayan Pesos 15% (Fixed) 1,067,241 1,067,241 - - - - Uruguayan Pesos (*) 6.0% (Fixed) 223,768 9,430 14,949 22,424 44,848 132,117 3,662,996 1,850,918 1,103,958 116,657 175,557 415,906 Bank Overdrafts 51,429 Accrued interests 12,878 As of April 30, 2019 3,727,303 (*) Uruguayan pesos indexed to Uruguay’s Consumer’s Price Index.

For the six months ended at April 30, 2019, the year ended at October 31, 2018 and 2017 the Company repaid bank’s loans and borrowings for an amount of $0.3 million, $1 million and $0.5 million, respectively, with cash flows from operating activities.

In July 2019 the company repaid a further $2 million to banks as described in the “Subsequent events” section of this MD&A.

b) 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 Company is moderately exposed to credit risk from its cash and cash equivalents, restricted cash and trade and other account receivables. The risk exposure is limited to their carrying amounts reflected on the statement of financial position. The risk for cash and cash equivalents and restricted cash is mitigated by holding these instruments with highly rated Uruguayan financial institutions. Trade and other account receivables primarily consist of trade accounts receivable with State-owned Hospitals, Private Hospitals, Pharmacies and other customers; and Value Added Tax (“VAT”) recoverable. The Company provides credit to customers in the normal course of business and the Management continually evaluates and monitors credit to customers to mitigate its credit risk.

As of April 30, 2019, and October 31, 2018, trade receivables from Private Hospitals and State-owned Hospitals represented approximately 50% and 20% respectively of the total trade receivables. As of October 31, 2017, trade receivables from Private Hospitals and State-owned Hospitals represented approximately 40% and 35% respectively of the total trade receivables.

The Company has recognized a $44,442 loss allowance during the six months ended April 30, 2019, a $41,118 loss allowance for the year ended October 31, 2018 and a $23,258 loss allowance for the year October 31, 2017 taking into consideration past due aging of the receivable, current commercial conditions with the customer and the Company’s view on the collectability of the receivable. c) Market risk

Currency risk

The operating results and financial position of the Company are reported in Uruguayan Pesos. Some of the Company’s financial instruments and transactions are denominated in currencies other than the Uruguayan Peso. The results of the Company’s operations are subject to currency transaction and translation risks.

The Company’s main risk is associated with fluctuations in the U.S. dollars as the Company holds cash, trade accounts payables and bank loans and borrowings in that currency.

A reasonably possible strengthening (weakening) of U.S. dollar the Uruguayan Peso at April 30, 2019 would have affected the measurement of financial instruments denominated in a U.S. dollar and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant and ignores any impact of forecast sales and purchases.

Effect in thousands of US dollars Profit or loss Strengthening Weakening April 30, 2019 USD (10% movement) (329) 329 October 31, 2018 USD (10% movement) (408) 408 October 31, 2017 USD (10% movement) (498) 498

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. The Company is exposed to interest rate risk on its Bank’s loans and borrowings but has determined that the risk is not significant. For the years ended October 31, 2018 and 2017 and the six months ended in April 30, 2019, all the Bank’s loans and borrowings were set with fixed interest rates. Subsequent events

Liquidity In June 2019, the Company entered into a secured credit agreement with Ramm, under which the Company has a Credit Facility for a maximum aggregate of USD$ 3 million with a maturity date in June 27, 2022. Advances from this credit facility are non-interest bearing. The Company has drawn on this facility as of August 28, 2019 a total of $2.4 million which were used to repay bank loans and borrowings for an aggregate amount of $2 million and $0.4 million for general corporate and working capital financing. In addition, the Company has received as of August 28, 2019, advances from Ramm for an aggregate amount of $0.7 million for general corporate and working capital financing these advances are non-interest bearing and have no other specific terms. Business development Medic Plast completed its state-of-the-art cannabis extraction and formulation facility and in June 2019 received the GMP certification. In July 2019, while the Company pipeline of products continues to build, Medic Plast received the regulatory approval from the Ministry of Health of Uruguay for the registration of its first CBD After-Sun Gel.

Schedule I

MANAGEMENT DISCUSSION AND ANALYSIS OF YURELAN See attached. YURELAN S.A. MANAGEMENT DISCUSSION & ANALYSIS FOR THE PERIOD FROM MAY 3, 2018 (DATE OF INCORPORATION) TO APRIL 30, 2019

The following Management’s Discussion and Analysis (“MD&A”) prepared as of September 3, 2019 should be read in conjunction with the April 30, 2019 audited financial statements and related notes (“financial statements”) of Yurelan S.A. (“Yurelan” or the “Company”).

The audited financial statements of Yurelan and related notes were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and Interpretations of the IFRS Interpretations Committee (“IFRIC”).

Unless stated otherwise, all references to “$” are to United States dollars.

In this discussion, unless the context requires otherwise, references to “we” or “our” are references to Yurelan.

FORWARD-LOOKING STATEMENTS

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward- looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company’s ability to predict or control. Please also make reference to those risk factors referenced in the “Risk Factors” section below. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward- looking statements contained in this MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward- looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward- looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

1 LEGAL*48764182.1 YURELAN S.A. MANAGEMENT DISCUSSION & ANALYSIS FOR THE PERIOD FROM MAY 3, 2018 (DATE OF INCORPORATION) TO APRIL 30, 2019

Corporate structure and business overview

Yurelan is a corporation incorporated in Uruguay under the legal framework established by Law N° 16.060 dated September 4, 1989 and its subsequent amendments. The Company’s registered office is in Juncal 1392, Montevideo, Uruguay.

As of April 30, 2019, the Company has not carried on any business or undertaking other than the negotiation and entry into of an agreement in respect of acquiring agricultural land and related facilities in Uruguay.

Overall Objective

Yurelan’s objectives are:

 The set-up of operations to cultivate and/or contract with third parties to cultivate cannabis for medicinal purposes, including cannabinoids and its derivatives extraction pursuing to complete a vertical integration with Medic Plast S.A. (“Medic Plast”) (a Uruguayan entity engaged in the pharmaceutical and medical device business) and Ramm Pharma Corp. (a Canadian corporation).

 Complete of the “Business Combination” described in the subsequent events section of this MD&A.

On May 30, 2019, Yurelan completed the acquisition of greenhouses facilities in Uruguay, about 800,000 sqft (7.5 hectares) completely fenced property, strategically located in the north-west of the country, where natural conditions are optimal as the proximity of the lake of Salto Grande privileges the formation of a microclimate that tempers extreme temperatures and it benefits from more hours of sun light. The facility has currently more than 145,000 sqft (13,500 sqm) greenhouses, with expansion capability (325,000 sqft available adjacent land), equipped with needed technology, controlled temperature through its underfloor heating system at the concrete floor level, shades, irrigation system, two water borehole and cutwater, that will allow immediate production of plants for all year long cultivation expected to start in Q4 2019.

Overall Performance

The Company issued 20,000 common shares for gross proceeds of $686 on May 3, 2018 (the date of incorporation).

As at April 30, 2019, the Company had assets of $3,153, liabilities of $59,168, and shareholders’ deficit of $56,015.

Summary of Operating Results

During the period from incorporation to April 30, 2019, the Company noted a net loss of $56,701, due to operating costs incurred to identify and enter into negotiations to acquire land and greenhouses facilities in Uruguay. The Company did not generate revenue during the period.

Liquidity and Financial Position

As at April 30, 2019, the Company did not hold liquid assets and had an equity deficit of $56,015.

2 LEGAL*48764182.1 YURELAN S.A. MANAGEMENT DISCUSSION & ANALYSIS FOR THE PERIOD FROM MAY 3, 2018 (DATE OF INCORPORATION) TO APRIL 30, 2019

The Company’s operations during the period were funded by Medic Plast for an aggregate amount of $48,797 in the form of on demand cash advances that are non-interest bearing and do not currently have repayment terms set.

On April 26, 2019, the Company obtained a secured credit facility (the “Credit Facility”) from Ramm for a maximum amount of CAD$2,000,000 with maturity a date of April 26, 2022. Advances derived from the Credit Facility shall be non-interest bearing. As of April 30, 2019, the Company had not used the Credit Facility.

The main challenges the Company may face in generating sufficient amounts of cash and cash equivalents relate to successfully completing the setup of its facilities and commence cultivation and/or engage with third parties to cultivate cannabis for medicinal purposes.

Transactions with Related Parties

A party is related to an entity if the party directly or indirectly controls, is controlled by or is under common control with the entity; or if it has an interest in the entity that gives it significant influence over the entity; or if it has joint control over the entity or is an associate or a joint venture of the entity. In addition, members and dependents of the key management personnel of the entity (Board of Directors and Executive Management Board) are also considered related parties.

During the period from incorporation to April 30, 2019 the Company received funds from Medic Plast for $48,797 for working capital purposes

Proposed Transactions

As at the date hereof, the only proposed transaction of a material nature being considered by the Company is the “Business Combination” as described in Subsequent Events section.

Critical Accounting Estimates

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the review affects both current and future periods.

Going concern

The assessment of the Company’s ability to execute its strategy by funding future working capital requirements involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. These financial statements have been prepared on the basis of the accounting principles applicable to a going concern, which assumes the Company’s ability to continue in the normal course of operations for the foreseeable future and to realize its assets and discharge its liabilities in the normal course of operations. There are several adverse conditions that cast significant doubt upon the appropriateness of this assumption.

3 LEGAL*48764182.1 YURELAN S.A. MANAGEMENT DISCUSSION & ANALYSIS FOR THE PERIOD FROM MAY 3, 2018 (DATE OF INCORPORATION) TO APRIL 30, 2019

Financial Instruments

The Company’s financial instruments consisting of due to related parties and other payables, all valued at approximate fair values due to the relatively short-term maturities of the instruments. It is management's opinion that the Company is not exposed to significant interest risk, currency or credit risks arising from these financial instruments.

Risk Factors

At the present time, the Company owns one asset, being 800,000 square feet of agricultural land with 145,000 square feet of operating greenhouses. The Company’s viability and potential success lies in its ability to obtain operating licenses and complete the necessary improvements and build-out of the greenhouse facility, and complete the Business Combination to achieve vertical integration with Medic Plast, and if completed, to develop, exploit and generate revenue out of its greenhouse facility. Management believes that the Company's ability generate revenues, operate profitably, and achieve positive cash flow from its current, or any future, operations or business is difficult to predict and will be influenced by factors unknown to management at the present time. The Company has limited financial resources and, although the Company presently has $1,000,000 available under the Credit Facility, there is no assurance that such amount is sufficient or that additional funding will be available to it. Failure to obtain such additional financing could result in the Company not being able to meet its general and administrative expenses and could delay or indefinitely postpone the completion of the construction and build-out of its greenhouse facility.

On May 3, 2019, the Company entered into the Letter Agreement described in the “Subsequent Events” section of this MD&A. The proposed transaction is subject to a number of conditions precedent, the satisfaction of which is uncertain. If the proposed transaction is not completed, the Company may incur significant costs associated with the failed implementation of the Business Combination.

Disclosure of Outstanding Share Data

As at the date of this MD&A, the following is a description of the outstanding equity securities and convertible securities previously issued by the Company:

If Convertible, Exercisable or Exchangeable for Common Number or Principal Amount Shares, Maximum Number of Designation of Securities Outstanding Common Shares Issuable

Common Shares 20,000 N/A

TOTAL (maximum number of Common Shares - fully-diluted) 20,000

Off-Balance Sheet Arrangements

On April 26, 2019, the Company agreed to guarantee and indemnify all the obligations of Medic Plast to Ramm.

4 LEGAL*48764182.1 YURELAN S.A. MANAGEMENT DISCUSSION & ANALYSIS FOR THE PERIOD FROM MAY 3, 2018 (DATE OF INCORPORATION) TO APRIL 30, 2019

The Company does not have any other off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on its results of operations or financial condition, including, without limitation, such considerations as liquidity, capital expenditures and capital resources that would be considered material to shareholders.

Subsequent events

Business combination

On May 3, 2019, the sole shareholder of Yurelan entered into a binding letter agreement (the “Letter Agreement”) with (i) MTC Growth Fund-I Inc. (“MTC”), an un-listed Canadian mutual fund corporation, (ii) Ramm, and (iii) the shareholders of Medic Plast. The Letter Agreement outlines the general terms and conditions pursuant to which MTC, Medic Plast, Yurelan and Ramm have agreed to complete a series of transactions that will result in Yurelan becoming a wholly owned subsidiary of MTC following the completion of the going public transaction. Ramm and MTC have each completed previously announced non-brokered private placements, resulting in the sale by Ramm of CAD$7,000,000 of unsecured convertible debentures, and sale by Ramm and MTC of an aggregate of 26,165,109 subscription receipts for aggregate gross proceeds of approximately CAD$35.3 million.

Agricultural land and greenhouses acquisition

On May 30, 2019, the Company completed the acquisition of approximately 800 thousand square feet agricultural lands with 145,000 square feet of operating greenhouses in the Province of Salto, Uruguay, for $1,000,000 paid in cash. The payment was funded by an advance obtained from the Credit Facility on the same date.

5 LEGAL*48764182.1 Schedule J

MANAGEMENT DISCUSSION AND ANALYSIS OF RAMM See attached.

RAMM PHARMA CORP. MANAGEMENT DISCUSSION & ANALYSIS FOR THE PERIOD FROM MARCH 1, 2019 (DATE OF INCORPORATION) TO JUNE 30, 2019

Introduction This management discussion and analysis (“MD&A”) of the financial condition and results of the operations of Ramm Pharma Corp. (the “Company”) is dated September 4, 2019 and constitutes management’s review of the factors that affected the Company’s financial and operating performance for the period from March 1, 2019 (date of incorporation) to June 30, 2019. This discussion should be read in conjunction with the audited financial statements of the Company for the period from March 1, 2019 (date of incorporation) to June 30, 2019, together with the notes thereto (“financial statements”). The Company’s financial statements and the financial information contained in this MD&A are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”). Unless stated otherwise, all references to “$” are to Canadian dollars. In this discussion, unless the context requires otherwise, references to “we” or “our” are references to Ramm Pharma Corp. The Company’s financial statements for the period from March 1, 2019 (Incorporation Date) to June 30, 2019 were approved and authorized for issue by the Company’s sole director on September 4, 2019. This MD&A was approved for release by the Company’s sole director on September 4, 2019.

Cautionary Note Regarding Forward-Looking Information This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company’s ability to predict or control. Please also make reference to those risk factors referenced in the “Risk Factors” section below. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A. Forward-looking statements involve known and unknown risks, uncertainties and other factors that

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may cause the Company’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward- looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Description of Business Ramm Pharma Corp. (the “Company”) was incorporated on March 1, 2019 under the Business Corporations Act (Ontario) as “2683435 Ontario Inc.” and the corporation name was modified effective from March 4, 2019. It is expected that Company will change its name prior to the completion of the Going Public Transaction (as hereinafter defined). The Company’s registered office is located at Suite 2100, 40 King Street West, Toronto, Ontario, M5H 3C2. The Company has not carried on any business or undertaking other than the negotiation and entry into of an agreement in respect of completing a “Going Public Transaction”, meaning a proposed business combination between the Company and a company that is a reporting issuer in at least one province of Canada (“Shellco”) that will be result in a reverse take-over of Shellco by the Company, and the listing of the common shares of the combined entity on the Canadian Securities Exchange.

Overall Performance The Company issued one (1) common share (“Common Share”) in its capital stock on March 1, 2019 (the date of incorporation) for gross proceeds of $1.00. The Company completed a non-brokered financing for gross proceeds of $7,000,000 by way of issuance of convertible debentures (the “Debentures”) in two separate tranches on March 26 and March 28, 2019. After deducting issuance costs for $490,795, net proceeds of $6,509,205 remain available for general corporate matters. See the “Convertible Debenture Financing” section of this MD&A. On May 14 and 22, 2019 the Company completed a non-brokered private placement of subscription receipts (“Subscription Receipts”), resulting in the sale an issuance of an aggregate of 24,020,854 Subscription Receipts at a price of $1.35 per Subscription Receipt for aggregate gross proceeds of $32,450,924 (the “Subscription Receipt Financing”). See the “Subscription Receipt Financing” section of this MD&A. As at June 30, 2019, the Company had assets of $38,733,271, liabilities of $6,282,347, and shareholders’ equity of $38,733,271.

Overall Objective For the remainder of the 2019 fiscal year, the Company plans to focus its efforts on the completion of the Going Public Transaction and other activities related and incidental thereto.

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Summary of Operating Results During the period from the date of incorporation (March 1, 2019) to June 30, 2019, the Company noted a net loss from operations of $1,265,250, due to operating costs incurred to bring completion of the Going Public Transaction, which comprises: • $588,235 expense related to the vesting accretion of the fair value of stock options granted to consultants to the Company as described in the “Stock Options” section of this MD&A; • $454,904 in professional fees related to general corporate legal matters in connection to the Going Public Transaction; • $190,675 in consultancy fees to key management; • $23,481 in business travel expenses; and • $7,955 in banking charges Additionally, the Company loaned cash of $2,573,128 to related parties for working capital and capital expenditure purposes. Loans granted are non-interesting bearing, third party guaranteed, and have a three-year maturity term. See the “Related Party Transactions” section in this MD&A.

Liquidity and Financial Position As at June 30, 2019, the Company had current assets of $36,160,143 comprised of: • $3,726,435 of cash at banks and guaranteed investment certificates. • $32,431,568 of cash held in escrow in connection the Subscription Receipt Financing. See the “Subscription Receipt Financing” section of this MD&A. • $2,140 of other receivables. As at June 30, 2019, the Company had current liabilities of $2,550,026 comprised of: • $1,945,689 cash finder’s fee in connection to the Subscription Receipt Financing, payable upon the satisfaction of conditions to complete the Going Public Transaction. See the “Subscription Receipt Financing” section of this MD&A. • $604,337 for accrued professional services fees in connection with the Going Public Transaction. As at June 30, 2019, the Company’s working capital amounted to $3,124,238, excluding amounts subject to escrow conditions. Non-current assets amount to $2,573,128 for non-interest bearing loans receivable from related parties with maturity dates in 2022. See the “Related Party Transactions” section in this MD&A. Non-current liabilities amount to $6,282,347 for the debt portion of the Debentures with maturity dates in 2022 and non-interest bearing. See the “Convertible Debenture Financing” section in this MD&A.

Related Party Transactions Related parties are defined as management and principal shareholders of the Company and/or members of their immediate family and/or other companies and/or entities in which a principal shareholder, director or senior officer is a principal owner or senior executive. Medic Plast S.A. (“Medic Plast”) and Yurelan S.A. (“Yurelan”) are related parties as they are controlled by a key consultant of the Company. Loans receivable from Medic Plast are denominated in US dollars, and denominated in Canadian dollars for Yurelan. The loans are non-interesting bearing, third party guaranteed, and have a three-year maturity term. Each loan has a specific

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maximum aggregated principal amount as per the details below. Under the terms of each loan, at any time following a default and prior to the maturity date, the secured party has the option (not obligation) to convert the whole of outstanding balance to 21.875% of the issued and outstanding Common Shares. The balance of loan receivables as at June 30, 2019 is as follows:

Currency Max aggregated Loan Receivable June 30, 2019 Maturity denomination principal USD Translated into CND Medic Plast S.A. USD 3,000,000 804,646 1,053,040 June 27, 2022 Yurelan S.A. CND 2,000,000 1,520,088 April 26, 2022 Total 2,573,128 Payment for consultancy fees made to key management during the period is $190,675. The Company also issued incentive stock options to key consultants during the period and the resulting share-based payment recognized during the period is $588,235. See the “Stock Option” section in this MD&A.

Convertible Debenture Financing The Company completed a non-brokered financing of $7,000,000 by way of issuance of the Debentures in two separate tranches on March 26 and March 28, 2019. The Debentures are non- interest bearing, payable at the maturity date. The maturity date is the earliest of (i) March 26, 2022 for the first tranche or March 28, 2022 for the second tranche, and (ii) the date that the Company announces to the public that it does not intend to complete the Going Public Transaction. Holders of Debentures have the right to convert the whole or any part of the amount then outstanding to the number of Common Shares determined by the amount of principal sum being converted divided by $0.50, from the date that the Going Public Transaction is completed until the earlier of the: (i) maturity date; and (ii) date that is 10 business days following the completion of the Going Public Transaction. For accounting purposes, the Debentures are separated into their liability and equity components by first valuing the liability component. The fair value of the liability component at the time of issue was calculated as the discounted cash flows for the debentures assuming a 24.2% discount rate, which was the estimated rate for a similar debenture without a conversion feature. The fair value of the equity component (conversion feature) was determined at the time of issue as the difference between the face value of the debentures and the fair value of the liability component. Transaction costs of $420,000 and legal fees of $70,795 were incurred and have been recorded pro rata against the liability and equity components. The Company also issued 840,000 finder warrants in connection with the offering of the Debentures, exercisable into Common Shares, each with an exercise price of $0.50 per Common Share that will be exercisable for a period of two years following the completion of the Going Public Transaction. The finder warrants were valued using the Black Scholes model at $880,311.

Subscription Receipt Financing On May 14 and 22, 2019, the Company completed the Subscription Receipt Financing, resulting in the sale and issuance of an aggregate of 24,020,854 Subscription Receipts at a price of $1.35 per Subscription Receipt for aggregate gross proceeds of $32,450,924. Each Subscription Receipt entitles the holder to receive, without payment of additional consideration, one Common Share upon satisfaction or waiver of certain conditions. The gross proceeds from the

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sale of the Subscription Receipts are held in escrow by an escrow agent and treated as restricted cash. The proceeds will be released from escrow to the Company, or as the Company may direct, upon the satisfaction of certain conditions to complete the Going Public Transaction on or prior to September 30, 2019 (subject to extension to no later than October 31, 2019) (the “Subscription Receipt Deadline”). If the conditions are not satisfied on or before the before the Subscription Receipt Deadline, or is it announced to the public that the Company does not intend to satisfy the conditions, the escrowed funds shall be returned to the holders of the subscription receipts on a pro rata basis and the subscription receipts will be cancelled without any further action on the part of the holders. Cash finder's fees of $1,945,689 will be paid on satisfaction of the escrow conditions to the Subscription Receipt Financing. In addition, the Company issued 1,441,251 finder's warrants, with each finder warrant exercisable for one Common Share at a price of $1.35 per Common Share for a period of two years from the completion of the Going Public Transaction. The finder warrants were valued using the Black Scholes model at $970,114.

Stock Options On April 24, 2019, the Company issued 3,000,000 options to purchase Common Shares to a consultant of the Company at an exercise price of $0.16 per Common Share. The options shall vest in full on the first anniversary of the earlier of: (i) one (1) year from the date of completion of the Going Public Transaction; and (ii) three years from the date of grant, provided that the grantee remains a senior officer, director, employee, management company employee, or a person providing consulting services or investor relations activities to the Company on the relevant date. On April 24, 2019, the Company issued 1,000,000 options to purchase Common Shares to a consultant of the Company at an exercise price of $0.16 per Common Share. The options shall vest as to one-third (⅓) of the number granted on the first anniversary of the earlier of: (i) one (1) year from the date of completion of the Going Public Transaction; and (ii) three years from the date of grant (the “first vesting date”), as to one-third (⅓) of the number of options granted on the second anniversary of the first vesting date, and as to one-third (⅓) of the number of options granted on the third anniversary of the first vesting date, provided that the grantee remains an eligible grantee on the relevant date. All four million options shall expire on the earlier of: (i) the date that is five (5) years from the date that the Company completes the Going Public Transaction; (ii) the date that is 10 years from the date of grant; and (iii) 90 days after the grantee is no longer an eligible grantee, unless the grantee is terminated by the Company for cause, in which case all unexercised options shall be cancelled on the date of termination of the grantee. The fair value of these options was estimated using the Black-Scholes model on the date of measurement. The model requires the use of assumptions, and historical data has been used in setting these assumptions. The details of the options are set out bellow:

Options # Issued Issued date Expiry date # Vested Share-based payment Consultants 4,000,000 24/04/2019 30/09/2024 - 588,235

Proposed Transactions As at the date hereof, the only proposed transaction of a material nature being considered by the Company is the Going Public Transaction.

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Critical Accounting Estimates The application of the Company’s accounting policies requires management to use estimates and judgments that can have significant effect on the revenues, expenses, assets and liabilities recognized and disclosures made in the financial statements. Management’s best estimates concerning the future are based on the facts and circumstances available at the time estimates are made. Management uses historical experience, general economic conditions and assumptions regarding probable future outcomes as the basis for determining estimates. Estimates and their underlying assumptions are reviewed periodically, and the effects of any changes are recognized immediately. Actual results could differ from the estimates used. The following area require management’s critical estimates and judgments: (a) Share-based payment and fair value of warrants Management assesses the fair value of notes and warrants granted in accordance with the accounting policy stated in note 3.10. The fair value of stock options granted is measured using the Black-Scholes option valuation model, which was created for use in estimating the fair value of freely tradable and fully transferable options. The Company’s stock options have characteristics significantly different from those of traded options, and changes in the highly subjective input assumptions can materially affect the calculated values. The fair value of stock options granted using the model do not necessarily provide a reliable measure of the fair value of the Company’s stock options awards. The same model is used by the Company in order to arrive at a fair value for the issuance of the warrants. (b) Fair value of convertible debentures The convertible debentures are a compound financial instrument under IAS 32, Financial Instruments: Presentation, and have both a liability and an equity component. The fair value of the consideration for the compound instrument must be split into its liability and equity components. The fair value of the consideration in respect of the liability component is first measured at the fair value of a similar liability that does not have any associated equity conversion option. This becomes the liability component’s carrying amount at initial recognition, and the residual amount is allocated to the equity components. The most significant assumption used is the discount rate to fair value for the liability component. The discount rate used is the market rate of interest which is estimated by assessing market conditions and other internal and external factors. (c) Income taxes The Company computes an income tax provision in accordance with the applicable income tax laws. However, actual amounts of income tax expense only become final upon filing and acceptance of the tax return by the relevant authorities, which occurs subsequent to the issuance of the financial statements. Additionally, estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the ability to use the underlying future tax deductions before they expire against future taxable income. The assessment is based upon existing tax laws and estimates of future taxable income. To the extent estimates differ from the final tax return, earnings would be affected in a subsequent period. The income tax provision is based on estimates of full-year earnings by jurisdiction. The average annual effective income tax rates are re-estimated at the end of each reporting period. To the extent that forecasts differ from actual results, adjustments are recorded in subsequent periods. (d) Going concern The assessment of the Company’s ability to execute its strategy by funding future working capital requirements involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed

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to be reasonable under the circumstances. These financial statements have been prepared on the basis of the accounting principles applicable to a going concern, which assumes the Company’s ability to continue in the normal course of operations for the foreseeable future and to realize its assets and discharge its liabilities in the normal course of operations. There are several adverse conditions that cast significant doubt upon the appropriateness of this assumption.

Capital Management The Company includes equity, comprised of issued share capital, in the definition of capital. The Company's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund its activities. To secure the additional capital necessary to pursue the transaction described in the “Description of Business” section of this MD&A, the Company may attempt to raise additional funds through the issuance of equity or debt. There has been no change with respect to the overall capital risk management strategy during the period from incorporation to June 30, 2019.

Financial Instruments The Company’s financial instruments mainly comprise of cash, restricted cash, guaranteed investment certificates, loans receivables from related parties, accounts payable and accrued liabilities and the debt portion of convertible debentures. Fair Value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits from the asset’s highest and best use or by selling it to another market participant that would utilize the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy. This is described, as follows, based on the lowest level input that is significant to the fair value measurement as a whole: • Level 1 inputs are quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2 inputs are observable inputs other than quoted prices included within Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable directly or indirectly. • Level 3 inputs are unobservable inputs for the asset or liability that reflect the reporting entity’s own assumptions and are not based on observable market data.

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The classification of financial instruments at their carrying and fair values is as follows:

Carrying values Fair values Financial assets FVTPL FVTOCI AC Total Total June 30, 2019 $ $ $ $ $ Cash and cash equivalents 3,726,435 — — 3,726,435 3,726,435 Restricted cash (Note 8) 32,431,568 — — 32,431,568 32,431,568 Loans receivable (Note 6) — — 2,573,128 2,573,128 2,573,128 Other receivable 2,140 — — 2,140 2,140 36,160,143 — 2,573,128 38,733,271 38,733,271

Carrying values Fair values Financial liabilities FVTPL AC Total Total June 30, 2019 $ $ $ $ Accounts payable and accrued liabilities — 604,337 604,337 604,337 Other accounts payable (Note 8.3) — 1,945,689 1,945,689 1,945,689 Convertible debentures (Note 7) — 3,176,932 3,176,932 3,176,932 Deferred tax liabilities (Note 9) — 555,389 555,389 555,389 — 6,282,347 6,282,347 6,282,347

The Company’s financial instruments as at June 30, 2019 classified as “Level 1 - quoted prices in active markets” is cash and cash equivalents. The Company has determined that there have been no transfers between levels in the hierarchy by re-assessing categorization at the reporting date. The Company is exposed to credit, liquidity and market risks. The Company’s management oversees the management of these risks. The Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with Company’s policies and Company’s risk appetite. (a) Credit Risk Credit risk is the risk of unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. Financial instruments which potentially subject the Company to concentrations of credit risk consists of cash and due from related parties. The cash consist mainly of checking, saving, GIC, trust, and restricted accounts. As at June 30, 2019 the maximum amount exposed to credit risks was $38,683,533. (b) Liquidity Risk Liquidity risk is the risk that the Company is unable to generate or obtain sufficient cash or its equivalents in a cost-effective manner to fund its obligations as they come due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company manages liquidity risk through obtaining financing from its shareholders. As at June 30, 2019, all payables are due within a year except for the Convertible Debenture. The management considers all balances which are outstanding over six months as past due. There are no balances which are past due.

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(c) Market Risks Foreign Currency Risk Currency risk is the risk that the future cash flows or fair value of the Company’s financial instruments that are denominated in a currency that is not the Company’s functional currency will fluctuate due to the change in foreign exchange rate. The financial risk is the risk to the Company’s operations that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

A 1% change in the value of the USD would result in a change in net loss of $35,887 as below: USD in Canadian 1% dollars Financial assets Cash and cash equivalents 2,617,400 26,174 Loans receivable 1,053,040 10,530 Financial liabilities Accounts payable (81,737) (817) 3,588,703 35,887 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. The Company is not exposed to interest rate risk as it has no interest-bearing debt.

Disclosure of Outstanding Share Data As at the date of this MD&A, the following is a description of the outstanding equity securities and convertible securities previously issued by the Company: Designation of Number or Principal Amount If Convertible, Exercisable or Securities Outstanding Exchangeable for Common Shares, Maximum Number of Common Shares Issuable

Common Shares 1 N/A Stock Options 4,000,000 4,000,000 Debentures $7,000,000 14,000,000 Subscription Receipts 24,020,854 24,020,854 TOTAL (maximum number of Common Shares - fully-diluted) 42,020,855

Off-Balance Sheet Arrangements The Company does not have any undisclosed off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on its results of operations or financial condition, including, without limitation, such considerations as liquidity, capital expenditures and capital resources that would be considered material to shareholders.

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SUBSEQUENT EVENTS

As of August 29, 2019, an aggregated amount of USD$2.2 million were disbursed in loans to Medic Plast.

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