A copy of this preliminary prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the prospectus is obtained from the securities regulatory authorities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’), or the securities laws of any state of the United States and may not be offered or sold, directly or indirectly, in the United States or in any other jurisdiction where the offer or sale of such securities is not permitted, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, or securities laws of any other relevant jurisdiction. This prospectus does not constitute an offer to sell or solicitation of an offer to buy any of these securities in any jurisdiction where the offer, sale or solicitation of an offer to buy any of these securities is not permitted. See ‘‘Plan of Distribution’’. PRELIMINARY PROSPECTUS Initial Public Offering May 23, 2019 16MAY201917004150 BREATH OF LIFE INTERNATIONAL LTD. $ ɀ ɀ Ordinary Shares This preliminary prospectus qualifies the distribution (the ‘‘Offering’’) of an aggregate of ɀ ordinary shares (the ‘‘Offered Shares’’) of Breath of Life International Ltd. (the ‘‘Company’’, ‘‘BOL Pharma’’, ‘‘us’’ or ‘‘we’’), at a price of $ ɀ per Offered Share (the ‘‘Offering Price’’). It is anticipated that the Offering Price will be between $ ɀ and $ ɀ per Offered Share. We are a leading producer of medical cannabis and cannabis products in Israel, supplying patients, pharmacies and other participants in the medical cannabis and pharmaceutical industries. We are a vertically integrated company in the medical cannabis and cannabinoid-based pharmaceutical industries with operations spanning the value chain from cultivation through production and extraction, formulation and product development, and product research and testing. We were one of the first licensed medical cannabis cultivators in Israel and have been at the forefront of the Israeli medical cannabis industry since 2008. The Company will use the net proceeds of the Offering as described in this prospectus. See ‘‘Use of Proceeds’’. Upon completion of the Offering and assuming no exercise of the Over-Allotment Option (as defined herein), the Principal Shareholders (as defined herein) will, collectively, directly or indirectly, own or control approximately ɀ % of the issued and outstanding ordinary shares of the Company (the ‘‘Common Shares’’), representing approximately ɀ % on a fully-diluted basis. As a result, the Principal Shareholders will have significant influence over us and our affairs. See ‘‘Principal Shareholders’’ and ‘‘Risk Factors’’. All of the Common Shares held by the Principal Shareholders and our directors and executive officers upon completion of the Offering will be subject to restrictions on sale for a period of 180 days pursuant to agreements entered into with the Underwriters (as defined herein). See ‘‘Plan of Distribution — Lock-Up Arrangements’’. There is currently no market through which the Offered Shares may be sold. The Company has applied to list the Offered Shares on the Toronto Stock Exchange (the ‘‘TSX’’) under the symbol ‘‘BOLP’’. Listing is subject to approval of the TSX in accordance with its original listing requirements. The TSX has not conditionally approved the listing application and there is no assurance that it will do so. Closing (as defined herein) is conditional on the Offered Shares being approved for listing on the TSX. See ‘‘Plan of Distribution’’. An investment in the Offered Shares is subject to a number of risks. Prospective purchasers should carefully consider the risk factors described under ‘‘Risk Factors’’ before purchasing Offered Shares. Price: $ ɀ per Offered Share Price to Underwriters’ Net Proceeds to the the Public(1) Fee(2) Company Per Offered Share ...................................... $ɀ $ɀ $ɀ Total Offering(3) ........................................ $ɀ $ɀ $ɀ Notes: (1) The Offering Price has been determined by negotiation between the Company and the Underwriters. (2) It is estimated that the total expenses of the Offering, not including the Underwriters’ fee, will be approximately $ ɀ . We have also agreed to reimburse the Underwriters for their reasonable expenses in connection with the Offering. See ‘‘Use of Proceeds’’ and ‘‘Plan of Distribution’’. (3) The Company has granted the Underwriters an option (the ‘‘Over-Allotment Option’’), exercisable, in whole or in part, at any time for a period of 30 days after the Closing Date (as defined herein), to purchase from the Company up to an additional 15% of the aggregate number of Offered Shares issued under the Offering on the same terms as set forth above, solely to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total ‘‘Price to the Public’’, ‘‘Underwriters’ Fee’’ and ‘‘Net Proceeds to the Company’’ will be $ ɀ , $ ɀ and $ ɀ , respectively. This prospectus also qualifies the grant of the Over-Allotment Option to the Underwriters and distribution of the Offered Shares issuable upon the exercise of the Over-Allotment Option. A purchaser who acquires Offered Shares forming part of the Underwriters’ over-allocation position acquires such Offered Shares under this prospectus, regardless of whether the Underwriters’ over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or through secondary market purchases. See ‘‘Principal Shareholders’’ and ‘‘Plan of Distribution’’. BMO Nesbitt Burns Inc. (‘‘BMO’’), Cowen and Company, LLC (‘‘Cowen’’) and Scotia Capital Inc. (‘‘Scotia’’ and, collectively with BMO and Cowen, the ‘‘Joint Bookrunners’’) and ɀ , ɀ and ɀ (collectively with the Joint Bookrunners, the ‘‘Underwriters’’), as principals, conditionally offer the Offered Shares qualified under this prospectus, subject to prior sale, if, as and when sold by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement (as defined herein) among us and the Underwriters referred to under ‘‘Plan of Distribution’’, and subject to the approval of certain legal matters on our behalf by Stikeman Elliott LLP and on behalf of the Underwriters by Osler, Hoskin & Harcourt LLP. In connection with the Offering, the Underwriters may, subject to applicable law, over-allocate or effect transactions which stabilize or maintain the market price of the Offered Shares at levels other than those which otherwise might prevail on the open market. The Underwriters may offer the Offered Shares at a price lower than that stated above. See ‘‘Plan of Distribution’’. The following table sets out the number of Offered Shares that may be sold by us to the Underwriters pursuant to the exercise of the Over-Allotment Option: Maximum Size or Number of Securities Underwriters’ Position Available Exercise Period Exercise Price Over-Allotment Option ................ Offered Shares For a period of 30 days $ per Offered Share after the Closing Date Subscriptions will be received subject to rejection or allocation in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. The closing of the Offering (the ‘‘Closing’’) is expected to occur on or about ɀ , 2019 or such other date as the Company and the Underwriters may agree (the ‘‘Closing Date’’). The Offered Shares offered under this prospectus are to be taken up by the Underwriters, if at all, on or before ɀ , 2019. The Offered Shares will be deposited with CDS Clearing and Depository Services Inc. (‘‘CDS’’) in electronic form on the Closing Date through the non-certificated inventory system administered by CDS. A purchaser of Offered Shares will receive only a customer confirmation from the registered dealer from or through which the Offered Shares are purchased. See ‘‘Plan of Distribution — Non-Certificated Inventory System’’. Our head and registered office is located at Revadim, Revadim Industrial Zone, 7982000, Israel. Our telephone number at our head and registered office is +1-1718-838-1159. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or that resides outside of Canada, even if the party has appointed an agent for service of process in Canada. See ‘‘Enforcement of Judgments Against Foreign Persons’’. The acquisition and holding of our Common Shares, and the exercise of control or direction over our Common Shares, will be subject to share ownership approval requirements in order for the Company to maintain the licences that it requires to conduct its cannabis-related activities in Israel. If any Holder (as defined in the Glossary) acquires, holds,