UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 31, 2021

1545 Crossways Blvd., Suite 250

Chesapeake, Virginia 23320-0210

(Address of Principal Executive Offices)
(Zip Code)

(800) 701 - 4342

(Registrant’s telephone number, including area code)

______________________________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets

(a)-(e). On December 31, 2021, the Registrant closed on the Plan of Arrangement approved by the Supreme Court of British Columbia on October 19, 2021 by and between the Registrant and Instadose Pharma Corp., a British Columbia corporation (“Instadose Canada”). At Closing, the Registrant acquired all of the issued and outstanding common shares of Instadose Canada. Instadose Canada shareholders received 1.34 shares of the Registrant’s common stock in exchange for each share of Instadose Canada common stock for an aggregate of 456,930,654 shares of the Registrant’s common stock.

Material relationships. There were no material relationships, other than with respect to the transaction, between Instadose Canada, its officers and directors and the Registrant and its affiliates.

(f) Instadose Canada Form 10 Disclosure

As disclosed elsewhere in this Report, we completed a Plan of Arrangement with Instadose Canada. Item 2.01(f) and 5.01(a)(8) of Form 8-K states that if the registrant was a shell company, as we were, immediately before the transaction disclosed under Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10 under the Exchange Act.

ITEM 1. BUSINESS

Overview

Instadose Canada is a company incorporated and existing under the British Columbia Business Corporations Act (the “BCBCA”) with its principal business office located in Burlington, Ontario. Instadose Canada is seeking to create a global distribution platform for medicinal cannabis and cannabinoid oil (“Global Distribution Platform”). Instadose Canada endeavors to utilize the Global Distribution Platform to open the commercial gateway to a new wholesale marketplace capable of providing pharmaceutical industry companies (“Big Pharma”) with large, sustainable, consistent, diverse, and low‑cost supplies of high‑quality medicinal cannabis and cannabinoid oil for use in bulk as an application programming interface.

Instadose Canada’s Global Distribution Platform spans five (5) continents to date, including Africa, Europe, Asia, South America, and North America. Within each continent, Instadose Canada is establishing large‑scale operational subsidiaries and joint venture partnerships to secure access to government‑issued licenses and permits in countries such as the Democratic Republic of the Congo (“DRC”), North Macedonia, Portugal, India, Colombia, Mexico, and Canada, each seeking to increase their level of participation within the global medicinal cannabis industry.

Instadose Canada was incorporated under the BCBCA as Cannabec Medical Corp. (“Cannabec”) on July 13, 2017 with an authorized share structure of 1,000 Class A common shares (the “Authorized Share Structure”). On December 11, 2017, Cannabec filed a Form 11 Notice of Alteration with B.C. Registrar of Companies (“Registry Services”) amending the Authorized Share Structure to an unlimited number of common shares without par value, special rights, or restrictions (the “Amended Share Structure”). A Notice of Articles was issued by Registry Services on the same date reflecting the Amended Share Structure. On August 13, 2018, Cannabec changed its corporate name to Excellence Health Group Inc. (“EHG”). On January 31, 2019, EHG entered into a share exchange agreement (the “Exchange Agreement”) with Grant F. Sanders (“Sanders”) and Instadose Pharma Corp. (“IPC”), an Ontario corporation (the “Share Exchange”). On February 5, 2019, EHG changed its corporate name to Instadose Pharma Corp. as contemplated by the Exchange Agreement. The Share Exchange was completed on February 8, 2019.

The Share Exchange

Prior to completion of the Share Exchange, Mr. Sanders was actively engaged in seeking official authorization to cultivate medicinal cannabis in the DRC exclusively for medicinal and scientific purposes (the “Medicinal Cannabis Rights”). Once secured, IPC would be granted exclusive rights to assist in monetizing these Medicinal Cannabis Rights. Pursuant to the terms of the Share Exchange, EHG agreed to acquire all of the issued and outstanding common shares of IPC from Mr. Sanders in exchange for common shares of EHG. Post completion of the Share Exchange, EHG (as Instadose Canada) would carry on the business previously conducted by IPC. As a condition to completing the Share Exchange, EHG agreed to cancel certain issued and outstanding EHG common shares following completion of the Share Exchange, as well as several outstanding stock options previously issued to EHG directors and officers.

Maribec

Maribec Health Products Inc. (“Maribec”) is a Quebec corporation, which was registered with Registraire des Entreprises Québec on June 20, 2017. Following its registration, ownership of Maribec was held in the name of a director and officer of EHG pursuant to a declaration of trust in favour of EHG (the “Declaration”). On March 13, 2018, the Declaration was cancelled and ownership of Maribec was transferred to EHG. On December 20, 2017, Maribec, then a wholly owned subsidiary of EHG, submitted its application to Health Canada to become a licensed cannabis produce under the Access to Cannabis for Medical Purposes Regulations which would allow Maribec to establish operations at its production facility located at 433‑435 Boul. Industriel in the town of Asbestos (now Val‑des‑Sources), Quebec (the “Maribec Facility”). Maribec’s license application would eventually be converted into an application for a standard cultivation license (the “Cultivation License”) under the new Cannabis Regulations which came into effect in Canada on October 17, 2018.

As at the date of the Exchange Agreement, Maribec was still awaiting receipt of its Cultivation License from Health Canada. On February 7, 2019, and prior to the completion of the Share Exchange, EHG sold and transferred all of EHG’s right, title, and interest in and to the issued and outstanding shares of Maribec (the “Maribec Shares”) to Desmond Ste. Marie (“Ste. Marie”) for one dollar ($1.00) (the “Maribec Purchase Price”) pursuant to the terms of a share purchase agreement (the “Maribec SPA”) dated February 7, 2019 (the “Maribec Sale”). Completion of the Maribec Sale was driven by EHG’s desire to avoid potential delays in receiving its Cultivation License that may have been caused by the pending completion of the Share Exchange. But for the Maribec Sale, completion of the Share Exchange would have required Health Canada to expand the scope of its due diligence screening to include the entirety of Instadose Canada’s incoming management team thereby almost certainly extending the timeline for Health Canada’s issuance of the Cultivation License. Simultaneously with the execution of the Maribec SPA, EHG and Mr. Ste. Marie executed an option agreement also dated February 7, 2019 (the “Option Agreement”). Pursuant to the terms of the Option Agreement, Mr. Ste. Marie granted to EHG an irrevocable option exercisable by EHG to re‑purchase the Maribec Shares from Mr. Ste. Marie upon (i) EHG, its directors and officers obtaining the requisite consents, approvals, and security clearances from Health Canada (the “Health Canada Approvals”) and (ii) payment to Mr. Ste. Marie of the Maribec Purchase Price. Under the Option Agreement, Instadose Canada was permitted to notify Mr. Ste. Marie of its desire to commence the process of exercising the Option at any time (the “Option Notice”).

On September 4, 2020, Health Canada issued the Cultivation License to Maribec. The Cultivation License is valid for three (3) years expiring on September 4, 2023. On October 2, 2020, Maribec submitted an application with Health Canada’s Cannabis Licensing and Security Division for a standard processing license under the Cannabis Regulations (the “Processing License”). The Processing License was granted on February 25, 2021 and expires on September 4, 2023.

On March 11, 2021, Instadose Canada (formerly EHG) delivered the Option Notice to Mr. Ste. Marie regarding their election to exercise the Option. Instadose Canada will commence the process of obtaining all Health Canada Approvals and completing the Option now that the Plan of Arrangement has closed.

Subsidiaries

Instadose Canada has the following subsidiaries:

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 Notes:

Global Medicinal Cannabis Industry

Today’s global medicinal cannabis industry remains fractured as it struggles to define itself as a profitable and viable commercial business. The global production, sale, and distribution of medicinal cannabis and cannabinoid oil is monopolized by licensed producers with minimal participation to date from Big Pharma, who require sustainable, consistent, diverse, and low‑cost bulk supplies of high‑quality medicinal cannabis and cannabinoid oil to make entrance into the medicinal cannabis industry possible. Today’s licensed producers cannot meet the demands of Big Pharma due to several global challenges facing them. These challenges include the expensive cost of constructing and expanding indoor facilities, high manual labor costs, inefficient production process limiting product output, and strict government regulation limiting production capacity. Notwithstanding the foregoing, the demand for medicinal cannabis and cannabinoid oil continues to grow at a rapid pace. This is especially true as the rise in the volume of critical trials and scientific studies on medicinal cannabis and cannabinoid oil continue to uncover new and greater benefits to product consumption.

In Instadose Canada’s opinion, full participation in medicinal cannabis industry by Big Pharma will be required to satisfy the ever‑increasing global product demand, accelerate the volume of clinical trials and scientific studies aimed at uncovering new and greater benefits to medicinal cannabis and cannabinoid oil consumption, and unlock the market value potential of the medicinal cannabis industry predicted to reach US$ 84.0 Billion in market value by 2028¹. For this reason, Instadose Canada has committed to creating a large global distribution platform for medicinal cannabis and cannabinoid oil. Instadose Canada plans to utilize this global distribution platform to create a new wholesale marketplace and mass‑scale supply chain for medicinal cannabis and cannabinoid oil capable of providing Big Pharma with sustainable, consistent, diverse, and low‑cost supplies of high‑quality medicinal cannabis and cannabinoid oil for use in bulk as an application programming interface.

Instadose Canada’s Global Distribution Platform spans five (5) Continents to date, including Africa, Europe, Asia, South America, and North America. Within each Continent, Instadose Canada is establishing large‑scale operational subsidiaries and joint venture partnerships to apply for and/or secure access to government‑issued licenses, permits, and joint venture partnerships. Currently, Instadose Canada is focused on securing licenses and establishing partnerships in the DRC, North Macedonia, Portugal, India, Colombia, Mexico, Cameroon, and Canada, each seeking to increase their level of participation within the global medicinal cannabis industry.

Global Distribution Platform

Instadose Canada is fueling the Global Distribution Platform by seeking to establish large-scale operational subsidiaries and joint venture partnerships (the “Participants”) throughout each continent engaging in medicinal cannabis cultivation and/or cannabinoid oil production. Participants engaged in medicinal cannabis cultivation are responsible for growing, cultivating, packaging, and exporting medicinal cannabis to Participants engaged in cannabinoid oil production, whom, upon receipt of medical cannabis, sell it in its present form or utilize it in the production and sale of cannabinoid oil to pharmaceutical industry companies sourced by Instadose Canada or others. Instadose Canada, as creator of the Global Distribution Platform, is responsible for the platform’s continued maintenance and growth. In doing so, Instadose Canada supplements the operational work performed by Global Distribution Platform Participants by performing the following key functions:

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¹ Grandview Research Inc. (March 2021) ‑ Legal Marijuana Market Worth $84.0 Billion by 2028 I CAGR 14.3% (https://www.grandviewresearch.com/press‑release/global‑legal‑marijuana‑market).

The ability to transport medicinal cannabis safely and efficiently from one continent to another throughout the Global Distribution Platform is a critical component of Instadose Canada’s global business model. On January 6, 2021, Instadose Canada entered into a three-year logistics and procurement services agreement (the “Logistics and Procurement Service Agreement”) with Project Management Resources Inc. (“PMR”), a Canadian company. Since 1993, the principals of PMR have been actively involved in the transportation of goods throughout the entirety of the African Continent. Under the Logistics and Procurement Services Agreement, PMR agreed to assume all responsibility for the management and procurement of those services required for, among other things, the international warehousing, customs clearing, and transportation of medicinal cannabis in and from, among other continents, Africa, Europe, South America, and North America. PMR also agreed to perform the logistics and procurement services exclusively for Instadose Canada to the exclusion of any other company participating in medicinal cannabis industry. Payment for all logistics and procurement services is made by Instadose Canada to PMR on a fixed rate basis in accordance with applicable industry standards.

The Logistics and Procurement Services Agreement is supported by individual independent consulting agreements dated January 6, 2021, entered into between Instadose Canada and PMR principals, Bruce Deluce and William Deluce.

Risk Mitigation Strategies

Instadose Canada is in the process of implementing numerous risk mitigation strategies to protect the company from events of force majeure as well as other possible risks affecting Instadose Canada’s business model. These strategies include the following:

Notwithstanding Instadose Canada’s efforts to mitigate risk at all levels of its business operations, certain situations can arise where Instadose Canada will be required to terminate, or delay the commencement of a joint venture agreement, or terminate, or delay the commencement of a purchase or supply agreement.

Participant Activities by Continent

The following chart summarizes those Participant activities (i.e., medical cannabis cultivation and/or cannabinoid oil production) in the process of being conducted on behalf of Instadose Canada and the Global Distribution Platform within each Continent:

Notes:

I. AFRICA

Optimal climatic farming conditions, the availability of arable lands, and an agricultural‑focused labor force make Africa ideal for medicinal cannabis cultivation. Medicinal cannabis cultivated within Africa is initially exported by Instadose Canada to one or more cannabinoid oil production Participants located in Europe.

Instadose Canada’s long‑term strategy for Africa involves expanding its medicinal cannabis cultivation footprint and increasing its presence in those African countries with greater political and economic stability. Instadose Canada is actively working towards implementing this strategy in countries such as Cameroon, South Africa, and Mozambique.

(1) The Democratic Republic of the Congo

Historically, the DRC has never developed medicinal agriculture instead relying on imports for its supply of pharmaceuticals. This is despite the country’s sufficient potential, including eighty million hectares of arable land with natural reservoirs of medicinal plants that can be used to expedite the promotion of medicinal agriculture and the development of the agro‑pharmaceutical industry. Recently, the DRC has seen an outflow of capital from the country, a decline in the population’s purchasing power, the presence of non‑compliant pirated pharmaceutical products within its national territory, and an increase in the population’s morbidity and mortality rate. With a population expected to exceed the United States of America with 580+ million people by 2100², if no solution is found, this situation is likely to become critical. On this basis, it was recently determined by government officials in the DRC that it was now necessary, as in other countries, to implement a management policy for the medicinal agricultural sector, which is vital to the life of the population, based on the gradual phasing out of importing medicines and certain pharmaceutical products to give priority to and invest in the local production of those products.³

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² https://www.usnews.com/news/best-countries/articles/2020-12-24/us-population-growth-projected-to-stall-african-countries-surge-by-2100

³ The Protocol Agreement was drafted by the DRC’s Ministry of Agriculture which provided the historical narrative provided for under the heading “The Democratic Republic of the Congo”.

The Maye International Group SARL

The Maye International Group SARL (“TMIG”) is a DRC company majority owned and controlled by Grant F. Sanders. TMIG was incorporated in the DRC on September 7, 2018 with the intended purpose of engaging in the cultivation of medicinal and food plants throughout the DRC, not just medicinal cannabis.

Letter of Motivation

On September 12, 2018, TMIG issued a letter of motivation (the “Letter of Motivation”) to the DRC Ministry of Agriculture requesting the Ministry of Agriculture’s authorization to engage in the official cultivation of medicinal cannabis. Within the Letter of Motivation, TMIG sought an area ranging from 10,000 to 20,000 hectares of land for the cultivation of medicinal cannabis as part of a larger national project in partnership with the Ministry of Agriculture throughout the national territory of the DRC aimed at the development of medicinal agriculture starting with the promotion of the agro‑pharmaceutical industry. In connection therewith, TMIG intended to make agro‑pharmaceutical investments in the DRC to produce CBD oil which was seen as the foundation for the entire manufacturing chain of various and important medications around the world to make the DRC a world leader in the industry.

TMIG Registration Certificate

On October 1, 2018, the Ministry of Agriculture issued a registration certificate to TMIG for the cultivation of medicinal and food plants anywhere in the DRC for subsequent transformation into pharmaceutical products (the “TMIG Registration Certificate”).

Ministerial Order Granting Partnership Status to TMIG

Having regard to, among other things, the Letter of Motivation and the TMIG Registration Certificate, the Ministry of Agriculture by Ministerial Order No. 381/CAB/MIN/AGRI/18 granted partnership status to TMIG on October 4, 2018 in connection with the exploitation and production of medicinal cannabis in the DRC.

Protocol Agreement

On October 25, 2018 and October 26, 2018, technical meetings were held in the DRC bringing together experts from the Ministry of Agriculture, the DRC Ministry of Public Health, and the DRC Ministry of Industry and Scientific Research regarding the cultivation of cannabis for medicinal and scientific use in the DRC. On or about October 31, 2018, the Ministry of Agriculture, represented by the Minister of Agriculture, Mr. Georges Kazadi Kabongo, and TMIG, represented by Mr. Sanders, jointly executed the memorandum of understanding (the “Protocol Agreement”).

The purpose of the Protocol Agreement was to set out the principles that would frame two future legal documents:

The Protocol Agreement set out the roles and responsibilities of the parties under the Medicinal Cannabis Project, the material terms of which are as follows:

Medicinal Cannabis Authorization

On November 13, 2018, the Ministry of Agriculture provided TMIG with the official Medicinal Cannabis Authorization granting the Medicinal Cannabis Rights to TMIG by means of a government order.

Official Gazette of the DRC

On December 13, 2018, the Presidency of the DRC enacted Law No. 18/035 laying down the basic principles relating to the organization of public health (the “Public Health Law”). Publication of the Public Health Law was made official in the Official Gazette of the DRC dated December 31, 2018. Amongst the matters provided for in the Public Health Law, Title VII of the Public Health Law addressed the DRC’s fight against drug addiction with a specific reference in Title VII, Chapter 2 to Narcotics and Psychotropic Substances which, in part, provided evidentiary legal support for the Ministry of Agriculture’s ability to grant the Medicinal Cannabis Authorization to TMIG.

Section 1 of Title VII, Chapter 2 reads as follows:

Section 1: Cultivation, Production, Possession, and Marketing

 Article 118

 The cultivation, production, possession and marketing of narcotic drugs and psychotropic substances shall be prohibited, except for medical and scientific purposes.

Article 119 

Notwithstanding the provisions of article 118 above, the cultivation, production, possession and marketing of narcotics and psychotropic substances shall be subject to an authorization.

An Order of the Minister of Public Health shall lay down the conditions for this authorization.

Agro Park Joint Venture

On or about December 8, 2018, and as a part of the Medicinal Cannabis Project, representatives of TMIG met with the Ministry of Agriculture, and the Director General of Societe D’Exploitation du Parc Agro‑Industrial de Bukanga‑Lonzo (“SEPAGRI”), a government company statutorily having the operation and management rights over the Bukanga‑Lonzo‑Industriel Park (the “Agro Park”) to discuss the possibility of TMIG and SEPAGRI joining forces to utilize the 75,000‑hectare Agro Park (the “Agro Park Lands”) to grow and cultivate staple food crops such as cassava, maize, and beans (“Food Crops”) as well as Medicinal Cannabis under the Medicinal Cannabis Project. Together, the parties visited the Agro Park located in the district of Bukanga‑Lonzo to, among other things, inspect the infrastructure and equipment available to be utilized at the Agro Park. Following three days of negotiations held from December 11-13, 2018, between the Ministry of Agriculture, SEPAGRI, and TMIG, the parties agreed to the terms of a plan of joint venture which included use of the Agro Park to, among other things, carry out the Medicinal Cannabis Project for a term of twenty‑five (25) years, renewable only once by tacit agreement of the parties (the “Agro Park Joint Venture”).

On January 15, 2019, TMIG and SEPAGRI officially entered into the Agro Park JV Agreement for the purpose of formalizing the terms of the Agro Park Joint Venture. Under the Agro Park Joint Venture, sixty‑five thousand (65,000) hectares of Agro Park Lands (the “Food Crop Lands”) would be utilized for growing and cultivating the Food Crops (“Food Crop Production”). The remaining ten thousand (10,000) hectares of Agro Park Lands (the “Medicinal Cannabis Lands”) would be reserved for growing Medicinal Cannabis under the Medicinal Cannabis Project (“Medicinal Cannabis Production”).

To establish the Agro Park Joint Venture, the parties contributed the sum of 70,000,000 Congolese francs (“CDF”), divided among 140 shares of 500,000 CDF each of which were paid for in full and held in the name of the Agro Park Joint Venture (the “Agro Park JV Investment”). Based on the Agro Park JV Investment, shares in the Agro Park Joint Venture were allocated as follows:

Notwithstanding the amount of the Agro Park JV Investment, the parties agreed to distribute the revenues attributable to the Medicinal Cannabis Project under the Agro Park Joint Venture, eighty percent (80%) to TMIG and twenty percent (20%) to SEPAGRI.

The Agro Park JV Agreement set out the roles and responsibilities of the parties under the Agro Park Joint Venture, the material terms of which are as follows:

Official Journal of the DRC

The Constitution, primary legislation, and subordinate legislation such as ministerial regulations, decrees, or municipal by‑laws, and general principles of administrative laws are the major sources of administrative power in the DRC. There are at least two different types of administrative acts in Congolese law: (i) unilateral administrative acts, and (ii) bilateral administrative acts. Unilateral administrative acts impose the will of the administration to the people for which reason the action is said to be unilateral in nature. Bilateral administrative acts, on the other hand, are contracts which administrative bodies may conclude. These contracts may be private or public. In private contracts, the administrative body is but a private person in a commercial transaction. In public contracts, the administrative body, or official acts with state authority. Valid administrative acts require that the author of the administrative act have competence in terms of the subject matter, geographical restrictions, and time requirements. The general principle is that the administrative body or official entrusted with administrative power is the only person entitled to perform an administrative act. Moreover, for an administrative act to be legally binding, the administration must first enact it. Second, the administration must publish the act after it has enacted it.⁴

The Protocol Agreement and the Agro Park JV Agreement were public contracts executed by the Ministry of Agriculture and the SEPAGRI, respectively, each of which possessing demonstrated state authority to do so. Following their execution, the Protocol Agreement and the Agro Park JV Agreement were published in the Official Journal of the DRC by the Office of the President of the DRC on August 1, 2019, thus making both contracts legally binding as official administrative acts.

Congolese Security Service Partnership Agreement

On February 28, 2020, TMIG entered into a partnership agreement with a Congolese security service organization which would provide TMIG with assistance, support, and guidance with respect to, among other things, TMIG’s execution of the Medicinal Cannabis Project under the Agro Park Joint Venture (the “Security Service Agreement”). The Security Service Agreement was signed for an initial term of five (5) years renewable upon prior agreement between the parties.

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⁴ https://www.nyulawglobal.org/globalex/Democratic_Republic_Congo.html#_Toc182803273

The Security Service Agreement set out the roles and responsibilities of the parties thereunder, the material terms of which are as follows:

TMIG and Instadose Canada

The TMIG Joint Venture

On February 11, 2019, TMIG and Instadose Canada entered into a joint venture agreement (the “TMIG JV Agreement”) that would see Instadose Canada secure the exclusive right to access and monetize TMIG’s medicinal cannabis rights by exporting medicinal cannabis from the DRC to one or more Instadose Canada‑controlled cannabinoid oil production facilities around the world (the “TMIG Joint Venture”). Once delivered to a cannabinoid oil production facility, the medicinal cannabis could be utilized for processing cannabinoid oil to be sold by or on behalf of Instadose Canada to pharmaceutical industry companies within Instadose Canada’s international purchasing network. Gross revenues received by Instadose Canada from the sale of medicinal cannabis and cannabinoid oil were to be shared fifty percent (50%) to Instadose Canada and fifty percent (50%) to TMIG (the “TMIG Revenue Share”). TMIG and Instadose Canada agreed to a twenty‑five (25) year term for the joint venture renewable once by tacit agreement of the parties. By entering the TMIG Joint Venture, TMIG became Instadose Canada’s first global partner for medicinal cannabis production and distribution.

The TMIG JV Agreement set out the roles and responsibilities of the parties under the TMIG Joint Venture, the material terms of which are as follows:

Annex “A” to the TMIG JV Agreement

From August 29, 2018 to December 20, 2018, Mr. Sanders provided a series of loans to TMIG to enable TMIG to satisfy the TMIG Funding Obligation under the Protocol Agreement.

On February 19, 2019, Instadose Canada and TMIG executed Annex “A” to the TMIG JV Agreement to, among other things, broaden the scope of what shall be produced and sold by Instadose Canada under the TMIG Joint Venture from CBD oil to medicinal cannabis and full spectrum cannabinoid oil, and formalize Instadose Canada’s agreement to assume TMIG’s obligation to repay to Mr. Sanders the full amount of the TMIG loan advances.

International Police Service Partnership Agreement

On March 26, 2020, TMIG and Instadose Canada entered into a partnership agreement with an International Police Service organization (the “International Police Organization”) which would provide both TMIG and Instadose Canada with the assistance, support, and guidance of the International Police Organization with respect to due diligence on national, African, and foreign executives and agents before concluding contracts in the DRC and abroad (the “International Police Service Agreement”). Under the International Police Service Agreement, TMIG and Instadose Canada agreed to regularly provide the International Police Organization with sector specific information regarding its operations. The International Police Service Agreement was signed for an initial term of fifteen (15) years renewable upon prior agreement between all the parties.

DRC Operational Update

On August 17, 2020, Instadose Pharma DRC S.A.R.L. (“IDP DRC”) was legally registered in the DRC as a DRC company for the primary purpose of working with TMIG in connection with the portion of TMIG’s business dedicated to the export of medicinal cannabis in and from the DRC. IDP DRC is majority owned and controlled by Mr. Sanders.

On April 30, 2021, Instadose Canada entered into a charter agreement with Ethiopian Airlines Group (“Ethiopian”) for the purposes of transporting medicinal cannabis from the DRC to North Macedonia (the “DRC Shipment”). Under the Ethiopian charter agreement, Ethiopian agreed to make one of its Boeing 777 aircrafts available to complete the DRC Shipment. On the basis of having secured the charter agreement, IDP DRC and IDP Macedonia executed a supply agreement on May 24, 2021 governing an initial supply of 18,650 kilograms of medicinal cannabis to be transported by Ethiopian from the DRC to North Macedonia (the “DRC Medicinal Cannabis”). On June 1, 2021, the requisite certificate of analysis attributable to the DRC Medicinal Cannabis was prepared at the University of Kinshasa.

On June 10, 2021, IDP Macedonia secured a permit from the Agency for Medicines and Medical Devices of the Republic of Macedonia (“MALMED”) authorizing the import of the DRC Medicinal Cannabis. On June 11, 2021, IDP DRC delivered the DRC Medicinal Cannabis to N’djili Airport, also known as Kinshasa International Airport, for loading onto Ethiopian’s Boeing 777 that had arrived to complete the DRC Shipment. Unbeknownst to Instadose Canada, the final authorization of one certain intergovernmental organization was further required to complete the DRC Shipment. Without it, Instadose Canada was required to abort completion of the DRC Shipment. In doing so, the DRC Medicinal Cannabis was secured and stored within the guarded facilities of the Bolloré customs clearance area at N’dili Airport pending further resolution. On or about June 15, 2021, the DRC Medicinal Cannabis was transported to an indoor warehousing facility belonging to the National Intelligence Agency of the DRC pending its release back to IDP DRC for final delivery to North Macedonia.

Instadose Canada, along with the assistance of TMIG and IDP DRC representatives, continues to work directly with Congolese authorities in an effort to complete the DRC Shipment.

(2) Cameroon

The Cameroon Joint Venture

In July 2021, Instadose Canada and Blackbush Ltd. (the “Cameroon JV Partner”) commenced negotiations on a plan of joint venture (the “Cameroon Joint Venture”) that would see the parties work together in Cameroon to secure government‑issued licenses to, among other rights, grow, cultivate, process, produce, and export medicinal cannabis in and from Cameroon (the “Cameroon JV Licenses”). The parties anticipate the legalization of medicinal cannabis for both commercial cultivation and export to be completed in 2022.

On November 15, 2021, Instadose Canada and the Cameroon JV Partner executed a joint venture agreement (the “Cameroon JV Agreement”) formalizing their relationship under the Cameroon Joint Venture. In doing so, the Cameroon Joint Venture would serve the Global Distribution Platform as a medicinal cannabis cultivation Participant. The term of the Cameroon Joint Venture was agreed at twenty‑five (25) years, with a mutual option to extend the Cameroon Joint Venture for one additional twenty‑five (25) year term.

The Cameroon JV Agreement provided Instadose Canada with exclusive rights to market and sell all of the medicinal cannabis and cannabinoid oil produced under the Cameroon Joint Venture with those gross revenue generated under the Cameroon Joint Venture to be shared fifty percent (50%) to Instadose Canada and fifty percent (50%) to the Cameroon JV Partner (the “Cameroon JV Partner Revenue Share”).

The Cameroon JV Agreement set out the roles and responsibilities of the parties under the Cameroon Joint Venture, the material terms of which are as follows:

II. EUROPE

(1) Republic of North Macedonia

On February 9, 2016, the Macedonian Parliament Health Committee gave its approval for the legalization of Medicinal Cannabis in North Macedonia⁵. Legislation was introduced through amendments to the existing law on the control of narcotic drugs and psychotropic substances.⁶ Today, the applicable laws of North Macedonia now allow for Medicinal Cannabis to be imported into and/or exported from North Macedonia as an application programming interface, regardless of form (ie. Medicinal Cannabis or cannabinoid oil)⁷. North Macedonia became a candidate for accession to the European Union (“EU”) in 2005. In March 2020, the EU gave its formal approval to begin accession talks with North Macedonia following the rectification of a long‑standing dispute with Greece in 2019[8]. However, in November 2020, a dispute with Bulgaria effectively blocked the official start of North Macedonia’s EU accession negotiations⁹.

Instadouz Farma Doo

On October 10, 2019, Instadouz Farma Doo Strumica (“IDP Macedonia”) was registered as a limited liability company by the Central Registry of Macedonia. As of the date hereof, IDP Macedonia is a joint venture between Instadose Canada and its joint venture partner in North Macedonia, with its ownership being registered fifty percent (50%) in the name of Grant F. Sanders which ownership interest is held by Mr. Sanders as a trustee in trust for Instadose Canada pursuant to a declaration of trust executed by Mr. Sanders in favour of Instadose Canada on March 2, 2021 and fifty percent (50%) in the name of the North Macedonia partner. IDP Macedonia was established for the purpose of operating Instadose Canada’s first fully operable cannabinoid oil production facility located at Kirchovica (CL 24/12) Industrial Zone of the cadaster Municipality of Sachevo in North Macedonia (the “North Macedonia Production Facility”). Ownership of the North Macedonia Production Facility is held in the name of Kanabiko Doo, Strumica (“Kanabiko”) with ownership of Kanabiko registered fifty percent (50%) in the name of Grant F. Sanders as a trustee in trust for Instadose Canada pursuant to a declaration of trust executed by Mr. Sanders on March 3, 2021. The remaining fifty percent (50%) ownership interest in Kanabiko is registered in the name of the North Macedonia partner. On March 2, 2020, IDP Macedonia and Kanabiko entered into a multi-year lease agreement governing IDP Macedonia’s rights to access and operate the North Macedonia production facility. On January 11, 2021, IDP Macedonia and Kanabiko amended the terms of the facility lease agreement for the purposes of reducing the monthly rental rate to be paid by IDP Macedonia from €20,000 to €2,000.

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⁵ https://www.eurasiareview.com/10022016‑macedonia‑parliament‑legalizes‑medical‑marijuana/

⁶ https://www.healtheuropa.eu/medical-cannabis-in-north-macedonia/101298/

⁷ https://www.mmjdaily.com/article/9331218/north-macedonian-grower-receives-export-license/

⁸ https://www.schengenvisainfo.com/news/albania‑and‑north‑macedonia‑to‑begin‑eu‑membership‑talks/

⁹ https://www.politico.eu/article/bulgaria‑blocks‑eu‑membership‑talks‑for‑north‑macedonia/

The North Macedonia Joint Venture

On December 1, 2019, IDP Macedonia and Instadose Canada entered into a joint venture agreement (the “North Macedonia JV Agreement”) that would see Instadose Canada utilize IDP Macedonia and the North Macedonia Production Facility to import medicinal cannabis from, among other countries, the DRC, to be processed into cannabinoid oil at the North Macedonia Production Facility and sold into Instadose Canada’s distribution network. In doing so, Instadose Canada plans to utilize IDP Macedonia as Instadose Canada’s first European cannabinoid oil production and distribution Participant. As a cannabinoid oil production Participant, IDP Macedonia would work with Instadose Canada to import medicinal Cannabis predominantly from the DRC. Once received, the medicinal cannabis would be sold in its then present form by IDP Macedonia or utilized by IDP Macedonia in the production and sale of cannabinoid oil to pharmaceutical industry companies sourced by Instadose Canada. Under the North Macedonia JV Agreement, the parties agreed to a gross revenue share model from the sale of medicinal cannabis and cannabinoid oil. Instadose Canada and IDP Macedonia agreed to a twenty‑five (25) year term for the North Macedonia Joint Venture renewable once upon the tacit agreement of the parties.

The North Macedonia JV Agreement set out the roles and responsibilities of the parties under the North Macedonia Joint Venture, the material terms of which are as follows:

Annex No. 2 to North Macedonia JV Agreement

On August 24, 2021, Instadose Canada and IDP Macedonia executed Annex No. 2 to the North Macedonia JV Agreement, the primary purpose of which was to amend the North Macedonia revenue share set forth under the North Macedonia JV Agreement and Annex No.1. Under Annex No. 2, the amount of the amended North Macedonia revenue share as between Instadose Canada and the North Macedonia partner would differ depending upon which medicinal cannabis cultivation Participant supplied the medicinal cannabis sold, or first produced into cannabinoid oil and then sold, by Instadose Canada under the North Macedonia Joint Venture.

IDP Macedonia Operational Update

North Macedonia Production Facility

Construction of the North Macedonia Production Facility commenced in January 2020. On August 26, 2020, albeit during the Covid‑19 global pandemic, MALMED, located in Skopje, North Macedonia, issued a letter to IDP Macedonia (the “August 26 2020 Letter”) granting IDP Macedonia its production license for the North Macedonia Production Facility (the “Production License”). In doing so, MALMED confirmed that:

Instadose Canada expects to have the North Macedonia Production Facility fully operational to produce cannabinoid oil on or before April 1, 2022.

Successful Purchase and Import of Medicinal Cannabis into North Macedonia

On February 4, 2021, IDP Macedonia entered into a supply agreement (the “February 4 Supply Agreement”) with a Southern Africa licensed grower of medicinal cannabis (the “Southern Africa Grower”) governing the supply of 200.52 kilograms of medicinal cannabis to IDP Macedonia bearing THC-content levels as high as 18.19%. On March 16, 2021, IDP Macedonia and the Southern Africa grower entered into an addendum to the February 4 Supply Agreement for the purpose of reducing the quantity of medicinal cannabis to be supplied to IDP Macedonia by the Southern Africa Grower from 200.52 kilograms to 176.5 kilograms of medicinal cannabis (the “Southern Africa Cannabis”). On March 19, 2021, IDP Macedonia secured a permit from MALMED in North Macedonia authorizing the import of the Southern Africa Cannabis. On April 19, 2021, the South African Medicines Regulatory Authority authorized the Southern Africa Grower’s export of the Southern Africa Cannabis. On April 30, 2021, the Southern Africa Cannabis was successfully delivered and thereafter released to IDP Macedonia (the “First Southern Africa Shipment”). Of great significance to Instadose Canada, the First Southern Africa Shipment demonstrated the ability of Instadose Canada and IDP Macedonia to work together under the North Macedonia Joint Venture to successfully import, and obtain the release of, imported medicinal cannabis. In doing so, Instadose Canada and IDP Macedonia demonstrated their collective ability to meet the strict shipping and packaging requirements set by MALMED for medicinal cannabis.

Granting of IDP Macedonia’s Wholesale License

On June 4, 2021, IDP Macedonia provided MALMED with its license application for the wholesale of medicines in and from North Macedonia (the “Wholesale License”). On August 9, 2021, MALMED official granted the Wholesale License to IDP Macedonia. Having already obtained the Production License, the granting of the Wholesale License now permits IDP Macedonia to sell imported medicinal cannabis as well as all cannabinoid oil produced by IDP Macedonia at the North Macedonia Production Facility both inside and outside of North Macedonia.

New Supply Agreement to Purchase and Import Medicinal Cannabis into North Macedonia

On July 21, 2021, IDP Macedonia entered into a second supply agreement with the Southern Africa Grower governing the supply of 8,000+ kilograms of medicinal cannabis to IDP Macedonia bearing CBD and THC-content levels as high as 16.6% and 17.98% respectively. Delivery of the first lot of new Southern Africa Cannabis to IDP Macedonia (the “New Southern Africa Cannabis”) was completed on December 25, 2021.

(2) Portugal

In August 2018, legislation was signed into law to allow for the use of medicinal cannabis in Portugal⁽¹⁰⁾. As a current member of the EU, Portugal is setting itself up to become a medicinal cannabis production hub capable of serving the growing European marketplace.

The IDP Portugal Joint Venture

On July 9, 2020, Instadose Canada entered into a letter agreement with Aldo Pedro Fuguiera Vidinha (the “Portugal JV Partner”) setting forth an agreed upon plan of joint venture that would provide Instadose Canada with access to the growing European marketplace for medicinal cannabis and cannabinoid oil. The Portugal JV Partner is a private individual based in Portugal with 10+ years of operating experience in the pharmaceutical industry is area such as engineering, validation, European Union GMP compliance quality assurance and manufacturing. The Portugal JV Partner is the legal owner of Smart Nature LDA (“Smart Nature”), a soon to be licensed importer, distributor and exporter of medicinal cannabis in Portugal.

On October 19, 2020, Instadose Canada and the Portugal JV Partner executed a joint venture agreement (the “IDP Portugal JV Agreement”) that would see the parties establish Instadose Pharma, LDA (“IDP Portugal”) to serve the Global Distribution Platform as Instadose Canada’s first EU‑based cannabinoid oil production Participant (the “IDP Portugal Joint Venture”) . The term of the IDP Portugal Joint Venture was agreed at twenty‑five (25) years, with a mutual option to extend the IDP Portugal Joint Venture for one additional twenty‑five (25) year term.

The IDP Portugal JV Agreement set forth the intended scope of the IDP Portugal Joint Venture which contemplated Instadose Canada working with the Portugal JV Partner for the purpose of:

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¹⁰ Lamers, Matt (21 June 2018). “Portugal passes medical cannabis law, opens domestic market”.Marijuana Business Daily.

The IDP Portugal JV Agreement provided Instadose Canada with the exclusive right to supply the IDP Portugal Joint Venture with imported medicinal cannabis as well as market and sell all of the cannabinoid oil produced at the IDP Portugal Production Facility with those net profits generated under the IDP Portugal Joint Venture to be shared ninety-five percent (95%) to Instadose Canada and five percent (5%) to the Portugal JV Partner (the “IDP Portugal Net Profit Share”).

The IDP Portugal JV Agreement set out the roles and responsibilities of the parties under the IDP Portugal Joint Venture, the material terms of which are as follows:

Annex No. 1 to IDP Portugal JV Agreement

On September 27, 2021, Smart Nature received approval of its medicinal cannabis license application from the Portuguese National Authority of Medicines and Health (“Infarmed”) subject to the successful completion of both Infarmed Good Distribution Practice and police security inspections expected to take place in the first quarter of 2022 (the “Smart Nature Approval Notice”). The Portugal JV Partner anticipates receiving Smart Nature’s medicinal cannabis licenses on or around April 1, 2022 (the “Smart Nature Licenses”).

October 26, 2021, Instadose Canada and the Portugal JV Partner agreed to amend the Portugal JV Agreement to include Smart Nature. Pending receipt of the IDP Portugal Licenses, the Portugal JV Partner agreed in Annex No. 1 to provide Instadose Canada with exclusive third-party rights to utilize the Smart Nature Licenses (once officially granted) to import, distribute, and export medicinal cannabis in and from Portugal. In utilizing the Smart Nature Licenses, net profits generated by IDP Portugal from the IDP Portugal Joint Venture would be shared ninety percent (90%) to Instadose Canada and ten percent (10%) to the Portugal JV Partner.

IDP Portugal Operational Update

Establishment of Instadose Pharma, LDA

IDP Portugal was officially incorporated on July 1, 2020 as Abstractingredient, LDA. The company’s name was officially amended to IDP Portugal on October 21, 2020. A ninety-five percent (95%) ownership interest in IDP Portugal is presently held by the Portugal JV Partner’s personal corporation as trustee for Instadose Canada pursuant to the terms of an executed trust declaration dated March 4, 2021. The remaining five percent (5%) ownership interest in IDP Portugal is held by the Portugal JV Partner.

IDP Portugal Production Facility

On August 6, 2021, IDP Portugal entered into an agreement with a local landowner to purchase commercial land located in Caldas da Rainha, Portugal for the purpose of constructing the IDP Portugal Production Facility.

IDP Portugal License Application

Instadose Canada and the Portugal JV Partner expect to be in a position to file an application with Infarmed to acquire the IDP Portugal Licenses in or around June 1, 2022.

III. ASIA

The Republic of India

The Narcotic Drugs and Psychotropic Substances Act of 1985 (the “NDPSA”) made the trade and consumption of medicinal cannabis in India illegal. The NDPSA also imposed a strict ban on medicinal cannabis (including hemp) production throughout the country. The Indian market has gathered significant attention recently, with various activists/NGOs filing court petitions demanding the legalization of Cannabis. One of these NGOs is the Great Legalization Movement, which has been working to legalize the use of medicinal cannabis for medicinal and industrial purposes in India¹¹. In 2017, the northern Indian State of Uttarakhand became the first State in India to legalize the growing and cultivation of medicinal cannabis for medicinal and industrial purposes¹². In 2019, Madhya Pradesh (the second largest State in India) followed Uttarakhand in legalizing medicinal cannabis for similar purposes¹³. Recently, the Indian state of Hamichal Pradesh made it known that it too was now considering the move towards similar legalization¹⁴. With a population of approximately 1.4 billion and a growing middle class, the potential for medicinal cannabis in India is substantial¹⁵.

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¹¹ https://cannabisindustryjournal.com/feature_article/indias‑cannabis‑market‑examining‑regulatory‑frameworks‑then‑now.

¹² https://www.news18.com/news/buzz/after‑uttarakhand‑madhya‑pradesh‑is‑now‑planning‑to‑legalize‑cannabis‑in‑the‑state‑2395801.html

¹³ https://www.news18.com/news/buzz/after‑uttarakhand‑madhya‑pradesh‑is‑now‑planning‑to‑legalize‑cannabis‑in‑the‑state‑2395801.html

¹⁴https:// timesofindia.indiatimes.com/city/shimla/himachal‑pradesh‑to‑mull‑policy‑to‑legalise‑growing‑cannabis‑for‑med‑use/articleshow/81360359.cms

¹⁵ https://www.hilldickinson.com/insights/articles/cannabis-india-country-precipice-new-era-treatment

The India Joint Venture

In January 2021, Instadose Canada, along with its local partner in India, Sanctum Healthcare Remedies Private Limited (the “India JV Partner”), commenced official discussions with State government officials in Uttarakhand with a goal to secure a legal commercial license to grow, cultivate, process, and produce medicinal cannabis and cannabinoid oil (the “Uttarakhand Licenses”) on agricultural lands located within the State of Uttarakhand (the “Uttarakhand Lands”).

In February 2021, Instadose Canada and the India JV Partner agreed to a plan of joint venture that would see the parties work together in India to secure multiple State‑issued licenses to, among other rights, grow, cultivate, process, produce, export, and sell medicinal cannabis (with an initial maximum THC content level of 0.3%) and cannabinoid oil (the “India JV Licenses”) on certain agricultural lands in India (the “India JV Lands”) starting with the Uttarakhand Licenses and Uttarakhand Lands (the “India Joint Venture”). On February 18, 2021, Instadose Canada and the India JV Partner executed a joint venture agreement formalizing their relationship under the India Joint Venture (the “India JV Agreement”). In doing so, the India Joint Venture would serve the Global Distribution Platform as both a medicinal cannabis cultivation Participant and cannabinoid oil production Participant. The term of the India Joint Venture was agreed at twenty‑five (25) years, with a mutual option to extend the India Joint Venture for one additional twenty‑five (25) year term.

The India JV Agreement provided Instadose Canada with exclusive rights to market and sell all of the medicinal cannabis and cannabinoid oil produced under the India Joint Venture with those net profits generated under the India Joint Venture to be shared fifty-five percent (55%) to Instadose Canada and forty-five percent (45%) to the India JV Partner (the “India JV Net Profit Share”).

The India JV Agreement set out the roles and responsibilities of the parties under the India Joint Venture, the material terms of which are as follows:

IDP India Operational Update

Registration of Instadose Pharma India Private Limited

On March 18, 2021, Instadose Pharma India Private Limited (“IDP India”) was registered in India as a private limited company under The Companies Act, 2013. Ownership of IDP India was registered fifty‑five percent (55%) in the name of Instadose Canada and forty‑five percent (45%) in the name of the India JV Partner. IDP India was established by Instadose Canada and the India JV Partner for the purpose of becoming the joint operating entity of the India Joint Venture responsible for receiving and holding (i) the India JV Licenses starting with the Uttarakhand Licenses, and (ii) all legal ownership or leasehold interests in and over India JV Lands, starting with the Uttarakhand Lands.

Initial Approval for Medicinal Cannabis Cultivation

In April 2021, IDP India commenced the process of securing the Uttarakhand Licenses. On August 6, 2021, the District Magistrate of Haridwar, in the State of Uttarakhand granted IDP India with its initial approval for the cultivation of medicinal cannabis (with an initial maximum THC level not to exceed 0.3%) on up to five hundred (500) acres of Uttarakhand Lands. Today, IDP India is working to secure the Uttarakhand Lands. Once secured, approval to commence the official cultivation of medicinal cannabis in India (as well as receipt of the Uttarakhand Licenses) will be provided to IDP India.

IV. SOUTH AMERICA

Colombia

In December 2015, then Colombian President Juan Manuel Santos signed a decree legalizing and regulating medicinal cannabis¹⁶. Under the Colombia Decree, medicinal cannabis would become fully legal to grow, process, import, and export for medical and scientific purposes. The Colombia Decree allowed licenses to be granted for possession of seeds as well as medicinal cannabis plants¹⁷. On or about July 23, 2021, current Colombian President Ivan Duque executed a new decree legalizing the export of medicinal cannabis for medicinal and other industries¹⁸. In doing so, the Export Decree set the stage for Colombia to play a significant role in the international medicinal cannabis marketplace.

The Colombia Joint Ventures

Instadose Canada is actively securing agreements with multiple third-party joint venture partners in Colombia to serve the Global Distribution Platform as the first medicinal cannabis cultivation Participants located in South America.

Colombia Joint Venture No. 1

In May 2021, Instadose Canada and representatives of Instadose Canada’s new third-party joint venture partner in Colombia (“Colombia JV Partner No. 1”) commenced discussions on a plan of joint venture that would see Colombia JV Partner No. 1 become an exclusive supplier to Instadose Canada of no less than one million kilograms (1,000,000 kg) of medicinal cannabis per year throughout the term of the Colombia joint venture (“Colombia Joint Venture No. 1”). Colombia JV Partner No. 1 is a Colombian company fully licensed in Colombia to cultivate and produce medicinal cannabis and its related derivatives¹⁹. Formed in July 2017, Colombia JV Partner No. 1 signed a Technical and Scientific Cooperation Agreement with the National University of Colombia, the most important academic institution in Colombia²⁰. Today, Colombia JV Partner No. 1 grows, cultivates, and produces medicinal cannabis and related derivatives at its two established Colombian production centers (the “Medicinal Cannabis Lands”). Colombia JV Partner No. 1’s first production center is located in Guamo, Tolima. Its second production center is located in north Colombia in Ciénaga, Magdalena, in the Sierra Nevada de Santa Marta. Both Medicinal Cannabis Lands are located in ideal microclimates for the agricultural development of medicinal cannabis²¹.

On August 5, 2021, Instadose Canada and Colombia JV Partner No. 1 executed a joint venture agreement formalizing the scope of Colombia Joint Venture No. 1 (“Colombia JV Agreement No. 1”). Under Colombia JV Agreement No. 1, details surrounding all of the medicinal cannabis to be supplied by Colombia JV Partner No. 1 to one or more cannabinoid oil production Participants shall be set forth in the supply agreements entered into between the applicable parties. Instadose Canada and Colombia JV Partner No. 1 agreed to an initial five (5) year term for the operation of Colombia Joint Venture No. 1 subject to the right of the parties (absent the existence of a default) to extend the initial term for up to four (4) additional five (5) year terms.

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¹⁶ https://www.yahoo.com/news/colombia-legalizes-medical-marijuana-171023547.html?ref=gs

¹⁷ https://www.yahoo.com/news/colombia-legalizes-medical-marijuana-171023547.html?ref=gs

¹⁸ https://www.reuters.com/world/americas/colombia-boosts-budding-cannabis-industry-by-removing-ban-dry-flower-exports-    2021-07-23/

¹⁹ http://www.cdmcolombia.co/en/inicio-english/

²⁰ http://www.cdmcolombia.co/en/inicio-english/

²¹ http://www.cdmcolombia.co/en/production-2/

Colombia JV Agreement No. 1 also set out the roles and responsibilities of the parties under Colombia Joint Venture No. 1, the material terms of which are as follows:

Colombia Joint Venture No. 2

In October 2021, Instadose Canada and representatives of a second joint venture partner in Colombia (“Colombia JV Partner No. 2”) commenced discussions on a plan of joint venture that would see Colombia JV Partner No. 2 become another exclusive supplier of medicinal cannabis and related derivatives to Instadose Canada in Colombia (“Colombia Joint Venture No. 2”). Colombia JV Partner No. 2 is a Colombian company fully licensed in Colombia to cultivate and produce medicinal cannabis and its related derivatives. Today, Colombia JV Partner No. 2 grows, cultivates, and produces medicinal cannabis and related derivatives across multiple regions in Colombia which include Risaralda, Tolima, Antioquia, Huila, Caldas, and Cundinamarca (the “Production Regions”).

On October 15, 2021, Instadose Canada and Colombia JV Partner No. 2 executed a joint venture agreement formalizing the scope of Colombia Joint Venture No. 2 (“Colombia JV Agreement No. 2”). Under Colombia JV Agreement No. 2, details surrounding all of the medicinal cannabis to be supplied by Colombia JV Partner No. 2 to one or more cannabinoid oil production Participants shall be set forth in the supply agreements entered into between the applicable parties. Instadose Canada and Colombia JV Partner No. 2 agreed to an initial five (5) year term for the operation of Colombia Joint Venture No. 2 subject to the right of the parties (absent the existence of a default) to extend the initial term for up to four (4) additional five (5) year terms. Under Colombia JV Agreement No. 2, Colombia JV Partner No. 2 agreed to provide Instadose Canada with medicinal cannabis and related derivatives on an exclusive basis conditional upon Instadose Canada cannabinoid oil production Participants meeting minimal purchasing quotas (“Production Exclusivity”). In exchange for Production Exclusivity, Instadose Canada agreed to work with Colombia JV Partner No. 2 within the Production Regions on an exclusive basis conditional upon Colombia JV Partner No. 2 satisfying certain minimal production quotas. The general roles and responsibilities of the parties under Colombia Joint Venture No. 2 are substantially similar to those set forth in Colombia Joint Venture No. 1.

Colombia Operational Update

Executed Supply Agreement for 100,000 Kilograms of Medicinal Cannabis

On August 26, 2021, IDP Macedonia entered into a supply agreement with Colombia JV Partner No. 1 governing the supply of the first 100,000 kilograms of medicinal cannabis to IDP Macedonia under Colombia Joint Venture No. 1 (the “Colombia Cannabis”). Delivery of the Colombia Cannabis into North Macedonia is presently scheduled to take place in or around June 1, 2022.

V. NORTH AMERICA

(1) Mexico

On January 12, 2021, Mexico’s Ministry of Health published in the federation’s Official Gazette new federal Health Regulations for the Medical Production, Research and Use of Medicinal Cannabis and its pharmaceutical derivatives (the “Medicinal Cannabis Laws”) which have now taken affect²². The main objectives of the Medicinal Cannabis Laws were to authorize, regulate, control, promote and oversee the medicinal and therapeutic use of cannabis’ raw materials, pharmaceutical derivatives, and drugs. This included the related activities of research, production, manufacturing, importation, exportation, sale, and prescription of such medicinal cannabis products for medicinal and therapeutic use in Mexico²³. These new Medicinal Cannabis Laws have come nearly four (4) years after former Mexican President Enrique Pēna Nieto’s official legalization of medicinal cannabis in June 2017²⁴.

The Mexico Project

In April 2021, Instadose Canada and representatives of Instadose Canada’s new third‑party partner in Mexico (the “Mexico Partner”) commenced discussions on a plan of operation that would see the parties work together in Mexico for the purposes of (i) growing, processing, purchasing, exporting, and selling medicinal cannabis, and (ii) utilizing medicinal cannabis to produce, export, and sell cannabinoid oil (collectively, the “Mexico Project”).

On July 29, 2021, Instadose Canada and its Mexico Partner executed a letter agreement (the “Mexico Letter Agreement”) formalizing the scope of the Mexico Project which included the parties working together in Mexico to do the following:

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²¹ https://mexiconewsdaily.com/news/medical‑marijuana‑will‑be‑legal‑as‑of‑wednesday/

²² https://www.jdsupra.com/legalnews/mexico‑moves‑forward‑with‑legalization‑9869339/

²³ Janikian, Michelle (14 September 2017). “Legal Pot in Mexico: Everything You Need to Know”.  Rolling Stone.

Instadose Canada and its Mexico Partner agreed to an initial five (5) year term for the operation of the Mexico Project subject to the right of the parties (absent the existence of a default) to extend the initial term for up to four (4) additional five (5) year terms.

The Mexico Letter Agreement also set out the roles and responsibilities of the parties under the Mexico Project, the material terms of which are as follows:

Mexico Project Operational Update

Planned Import of Medicinal Cannabis into North Macedonia

Instadose Canada anticipates being able to import medicinal cannabis into North Macedonia under the Mexico Project prior to December 31, 2022.

(2) Canada

The Health Canada Licenses

On September 4, 2020, Health Canada issued the Cultivation License to Maribec. The Cultivation License is valid for three (3) years expiring on September 4, 2023. On October 2, 2020, Maribec submitted an application with Health Canada’s Cannabis Licensing and Security Division for a Processing License under the Cannabis Regulations. The Processing License was granted on February 25, 2021 and expires on September 4, 2023.

The Option Notice

On March 11, 2021, Instadose Canada delivered the Option Notice to Mr. Ste. Marie. Instadose Canada will now commence the process of obtaining all the Health Canada Approvals required in order to complete the repurchase of Maribec (the “Maribec Repurchase”). Instadose Canada cannot guarantee the amount of time it may take to complete the Maribec Reurchase in full. This said, Instadose Canada endeavors to utilize all commercially reasonable efforts to complete the Maribec Repurchase as soon as reasonably practicable.

While Instadose Canada’s present business model affords minimal attention to its medicinal cannabis operations in Canada, Instadose Canada is of the view that the Canadian government will at some point in the future permit the authorized import of medicinal cannabis into Canada from licensed producers of medicinal cannabis located in and from Africa, Europe, Asia, South America, and North America. When permissible to do, Instadose Canada anticipates that it will be in a relatively strong position to access significant amounts of medicinal cannabis for import into Canada.

ITEM 1A. RISK FACTORS

The following is a summary of certain risk factors relating to the activities of Instadose Canada and the ownership of Instadose Canada’s securities which should be carefully considered before making an investment decision relating to Instadose Canada’s securities and must be read in conjunction with, the detailed information appearing elsewhere in this Form 8-K including the Instadose Canada Financial Statements and accompanying notes. The risks and uncertainties described below are those Instadose Canada currently believe to be material, but they are not the only ones Instadose Canada faces.

Risks Generally Related to Instadose Canada

Market Risks for Securities

Volatility in the price of the common shares of Instadose Canada (“Instadose Canada Shares”) could cause Instadose Canada shareholders to lose all or part of their investment because they may not be able to sell the Instadose Canada Shares at or above the price they paid. Factors that could cause fluctuations in the market price of the Instadose Canada Shares include the following:

Instadose Canada is a development stage company and Instadose Canada cannot assure profitability

Instadose Canada’s lack of operating history, and the lack of historical pro‑forma combined financial information for Instadose Canada, makes it difficult for investors to evaluate Instadose Canada’s prospects for success. Prospective investors should consider the risks and difficulties Instadose Canada might encounter, since there is no assurance that it will be successful. Any likelihood of success must be considered considering Instadose Canada’s relative early stage of operations.

As Instadose Canada has only just begun to generate revenue, it is extremely difficult to make accurate predictions and forecasts of its finances. There is no guarantee that Instadose Canada’s products or services will be attractive to potential consumers.

Instadose Canada’s actual financial position and results of operations may differ materially from the expectations of Instadose Canada’s management

Instadose Canada’s actual financial position and results of operations may differ materially from management’s expectations. As a result, Instadose Canada’s revenue, net income and cash flow may differ materially from Instadose Canada’s projected revenue, net income, and cash flow. The process for estimating Instadose Canada’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 Instadose Canada’s financial condition or results of operations.

There is no assurance that Instadose Canada will turn a profit or pay dividends

Instadose Canada has limited history of earnings, limited cash reserves, a limited operating history, has not paid dividends, and is unlikely to pay dividends in the immediate or near future. Instadose Canada has a history of operating losses and may not achieve or sustain profitability. Instadose Canada cannot guarantee shareholders that it will become profitable, and even if Instadose Canada achieves profitability, given the competitive and evolving nature of the industry in which it operates, Instadose Canada may not be able to sustain or increase profitability and its failure to do so could adversely affect Instadose Canada’s business, including its ability to raise additional funds.

There can be no assurance that Instadose Canada will be profitable or pay dividends. The payment and amount of any future dividends will depend on, among other things, Instadose Canada’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.

There are factors which may prevent Instadose Canada from the realization of growth targets

Instadose Canada is currently expanding from its early development stage. Instadose Canada’s growth strategy contemplates continuing development of its Global Distribution Platform and the Industry Gateway. There is a risk that the development of these platforms will not be achieved on time, on budget, or at all, as they can be adversely affected by a variety of factors, including some that are discussed elsewhere in these “Risk Factors” and the following:

Risk of Additional Financing

Instadose Canada is in the development stage and have not generated a significant amount of revenue. Instadose Canada will likely operate at a loss until business becomes established and it may require additional financing to fund future operations and expansion plans, including developing new products, enhancing existing products, enhancing its operating infrastructure, and acquiring complementary businesses and technologies. Instadose Canada’s ability to secure any required financing to sustain operations will depend in part upon prevailing capital market conditions, as well as business success. There can be no assurance that Instadose Canada will be successful in its efforts to secure any additional financing or additional financing on terms satisfactory to management. If additional financing is raised by issuing Instadose Canada Shares in its authorized capital, control may change, and shareholders may suffer additional dilution.

Going‑Concern Risk

Instadose Canada’s financial statements have been prepared on a going concern basis under which an entity is able to realize its assets and satisfy its liabilities in the ordinary course of business. Instadose Canada’s future operations are dependent upon the identification and successful completion of equity or debt financing and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that Instadose Canada will be successful in completing equity or debt financing or in achieving profitability. The financial statements do not give effect to any adjustments relating to the carrying values and classification of assets and liabilities that would be necessary should Instadose Canada be unable to continue as a going concern.

Competition

Instadose Canada faces competition in the markets in which it operates and intends to operate soon. Some of Instadose Canada’s competitors may be better positioned to develop superior product features and technological innovations, and able to better adapt to changing market conditions. Instadose Canada’s ability to compete depends on, among other things, consistent high product quality, short lead time, timely delivery, competitive pricing, range of product offerings and superior customer service and support. Increased competition in the markets in which Instadose Canada operates may force Instadose Canada to reduce its product prices or may result in increased costs and may have a material adverse effect on its business and operating results. Any decrease in the quality of the Instadose Canada’s products or level of service to customers, or any forced decrease in product pricing may adversely affect its business and operating results.

In addition, the industry in which Instadose Canada operates is highly competitive. Instadose Canada may not have sufficient resources to maintain any competitive advantages, including research and development, marketing, sales, and customer services on a competitive basis which could materially and adversely affect Instadose Canada’s business, financial condition, and results of operations.

Agricultural Operations Risk

Instadose Canada’s business is dependent on the growth and production of cannabis products, an agricultural product. As such, the risks inherent in engaging in agricultural businesses apply to Instadose Canada. Potential risks include the risk that crops may become diseased or victim to insects or other pests and contamination, or subject to extreme weather conditions such as excess rainfall, freezing temperature, or drought, all of which could result in low crop yields, decreased availability of cannabis, and higher acquisition prices. Although Instadose Canada has taken on a strategy to source its cannabis from various geographical locations, there can be no guarantee that an agricultural event will not adversely affect Instadose Canada’s business and operating results. Furthermore, the impact of Global Warming and other environmental effects on weather systems around the globe may impact the agricultural businesses upon which Instadose Canada relies.

Success of Quality Control Systems

The quality and safety of Instadose Canada’s products are critical to the success of its business and operations. As such, it is imperative that Instadose Canada’s and its service providers’ quality control systems operate effectively and successfully. Quality control systems can be negatively impacted by the design of the quality control systems, the quality training program, and adherence by employees to quality control guidelines. Although Instadose Canada strives to ensure that all its service providers have implemented and adhere to high‑caliber quality control systems, any significant failure or deterioration of such quality control systems could have a material adverse effect on the Instadose Canada’s business and operating results.

Reliance on Third Party Suppliers and Manufacturers

Instadose Canada intends to maintain a full supply chain to produce wholesale bulk cannabis. Instadose Canada’s co‑packers and ingredient and packaging suppliers may elect, at any time, to cease to engage in production agreements for products containing cannabis. Loss of manufacturers and suppliers would have a material adverse effect on Instadose Canada’s business and operational results.

Product Liability

Instadose Canada’s products are produced for sale both directly and indirectly to end consumers, and therefore Instadose Canada faces an inherent risk of exposure to product liability claims, regulatory action, and litigation of the Instadose Canada’s products alleging to have caused significant loss or injury. In addition, the manufacture and sale of cannabis and cannabis related products involves the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of Instadose Canada’s products alone or in combination with other medications or substances could occur. Instadose Canada may be subject to various product liability claims, including, among others, that its products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claims or regulatory action against Instadose Canada could result in increased costs, could adversely affect Instadose Canada’s reputation, and could have a material adverse effect on Instadose Canada’s business and operational results.

Product Recalls

Product manufacturers and distributors are sometimes required to recall or initiate returns of their products for various reasons, including product defects such as contaminations, unintended harmful side effects or interactions with other products, packaging safety and inadequate or inaccurate labeling disclosure. If any of Instadose Canada’s products are recalled, Instadose Canada could incur unexpected expense relating to the recall and any legal proceedings that might arise in connection with the recall. Instadose Canada may lose significant revenue due to loss of sales and may not be able to compensate for or replace that revenue. A recall of Instadose Canada’s products could lead to adverse publicity, decreased demand for Instadose Canada’s products and could have a material adverse effect on Instadose Canada’s results of operations and financial condition.

Maintaining and Promoting Instadose Canada’s Brand

Instadose Canada believes that maintaining and promoting its brand is critical to expanding its customer base. Maintaining and promoting Instadose Canada’s brand will depend largely on its ability to continue to provide quality, reliable, sustainable, and innovative products, which Instadose Canada may not do successfully. Maintaining and enhancing Instadose Canada’s brand may require it to make substantial investments, and these investments may not achieve the desired goals. If Instadose Canada fails to successfully promote and maintain its brand or if it incurs excessive expenses in this effort, Instadose Canada’s business and financial results from operations could be materially adversely affected.

Key Personnel Risk

Instadose Canada’s success and future growth will depend, to a significant degree, on the continued efforts of Instadose Canada’s directors and officers to develop the business and manage operations and on their ability to attract and retain key technical, scientific, sales and marketing staff or consultants. The loss of any key person or the inability to attract and retain new key persons could have a material adverse effect on the Instadose Canada’s business. Competition for qualified technical, scientific, sales and marketing staff, as well as officers and directors can be intense, and no assurance can be provided that Instadose Canada will be able to attract or retain key personnel in the future. Instadose Canada’s inability to retain and attract the necessary personnel could materially adversely affect Instadose Canada’s business and financial results from operations.

Fluctuations in Foreign Currency Exchange Rates

Instadose Canada is subject to foreign currency risk. The strengthening or weakening of the Canadian or US dollar versus other currencies of other countries in which it operates, will impact the translation of Instadose Canada’s net revenues generated in these foreign currencies into Canadian and US dollars. Instadose Canada imports certain ingredients in its products from foreign countries, and so may become forced to pay higher rates for Instadose Canada’s ingredients because of the weakening of the Canadian or US dollar.

Risks Related to Instadose Canada’s Prices

As the market for Instadose Canada’s products matures, or as new or existing competitors introduce new products or services that compete with ours, Instadose Canada may experience pricing pressure and be unable to renew its agreements with existing customers or attract new customers at prices that are consistent with Instadose Canada’s pricing model and operating budget. If this were to occur, it is possible that Instadose Canada would have to change its pricing model or reduce Instadose Canada’s prices, which could harm Instadose Canada’s revenue, gross margin, and operating results.

Requirement to Generate Cash Flow for Financial Obligations

Instadose Canada currently has negative operating cash flows. Instadose Canada’s ability to generate sufficient cash flow from operations to make scheduled payments to its contractors, service providers and suppliers will depend on future financial performance, which will be affected by a range of economic, competitive, regulatory, legislative, and business factors, many of which are outside of Instadose Canada’s control. If Instadose Canada does not generate sufficient cash flow from operations to satisfy its contractual obligations, Instadose Canada may have to undertake alternative financing plans. Instadose Canada’s inability to generate sufficient cash flow from operations or undertake alternative financing plans would have an adverse effect on Instadose Canada’s business, financial condition and results or operations, as well as its ability to satisfy Instadose Canada’s contractual obligations. Any failure to meet Instadose Canada’s financial obligations could result in termination of key contracts, which could harm Instadose Canada’s ability to provide its products.

Uninsured or Uninsurable Risk

Instadose Canada may become subject to liability for risks which are uninsurable or against which Instadose Canada may opt out of insuring due to the high cost of insurance premiums or other factors. The payment of any such liabilities would reduce the funds available for usual business activities. Payment of liabilities for which insurance is not carried may have a material adverse effect on Instadose Canada’s financial position and operations.

Conflicts of Interest Risk

Certain of Instadose Canada’s directors and officers are, and may continue to be, involved in other business ventures in cannabis or hemp products and the nutraceutical industry through their direct and indirect participation in corporations, partnerships, joint ventures, etc. that may become potential competitors to Instadose Canada. Situations may arise in connection with potential acquisitions or opportunities where the other interests of these directors and officers’ conflict with or diverge from Instadose Canada’s interests. In accordance with the BCBCA, directors who have a material interest in any person who is a party to a material contract, or a proposed material contract are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors and officers are required to act honestly and in good faith with a view to Instadose Canada`s best interests. However, in conflict‑of‑interest situations, directors and officers may owe the same duty to another company and will need to balance their competing interests with their duties to Instadose Canada. Circumstances (including with respect to future corporate opportunities) may arise that may be resolved in a manner that is unfavourable to Instadose Canada.

Infectious Diseases and Global Virus Outbreaks

Emerging infectious diseases or the threat of outbreaks of viruses or other contagions or epidemic diseases, including the Covid‑19 outbreak, could have a material adverse effect on Instadose Canada by causing operational delays and disruptions (including as a result of government regulation and prevention measures), labour shortages and shutdowns, social unrest, breach of material contracts, government or regulatory actions or inactions, changes in tax laws, payment deferrals, increased insurance premiums, governmental disruptions, capital markets volatility, or other unknown but potentially significant responses or consequences. In addition, governments may impose strict emergency measures in response to the threat or existence of an infectious disease. The full extent and impact of the Covid‑19 pandemic is unknown and, to‑date, has included volatility in financial markets, a slowdown in economic activity and has also raised the prospect of a global recession.

The international response to Covid‑19 has led to significant restrictions on travel, temporary business closures, quarantines, global stock market volatility and a general reduction in consumer activity. At this time, Instadose Canada cannot accurately predict what effects these conditions will have on its financial position and results of operations, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of the travel restrictions and business closures that have been or may be imposed by the governments of impacted regions. In addition, a significant outbreak of contagious diseases in the human population, such as Covid‑19, could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could result in a material adverse effect on demand for financial compliance services, investor confidence, and general financial market liquidity, all of which may adversely affect Instadose Canada’s business and the fair market value of the Instadose Canada Shares. Accordingly, any outbreak or threat of an outbreak of an epidemic disease or similar public health emergency, including Covid‑19, could have a material adverse effect on Instadose Canada’s business, financial condition, and results of operations. As at the date hereof, the duration of any business disruptions and related financial impact of the Covid‑19 outbreak cannot be reasonably estimated. It is unknown whether and how Instadose Canada may be affected if a pandemic, such as the Covid‑19 outbreak, persists for an extended period.

Instadose Canada may Become Subject to Litigation

Instadose Canada may be named as a defendant in a lawsuit or regulatory action. Instadose Canada 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 Instadose Canada’s business, results of operations, sales, cash flow or financial condition.

Regulatory Risks

Regulatory Approvals and Permits

The activities of Instadose Canada are subject to regulation by governmental authorities of jurisdictions in which it or its partners operate. Achievement of Instadose Canada’s business objectives is contingent, in part, upon compliance with regulatory requirements enacted by these governmental authorities and obtaining all regulatory approvals, where necessary, for the import, export and sale of its products. Instadose Canada may be required to obtain and maintain certain permits, licenses, and approvals in the jurisdictions where Instadose Canada’s products are licensed, although it does not currently anticipate that such approvals will be necessary. There can be no assurance that Instadose Canada

will be able to obtain or maintain any necessary licenses, permits or approvals, and any material delay or inability to receive these items is likely to delay and/or inhibit Instadose Canada’s ability to conduct its business, and would have an adverse effect on Instadose Canada’s business, financial condition, and results of operations.

Potential Changes in Federal and State Laws and Regulations

If state and/or federal legislation changes or regulatory agencies amend their practices or interpretive policies, or expended its resources enforcing existing state and/or federal laws, such action(s) could have a materially adverse effect on; (a) Instadose Canada’s ability to obtain lawfully sourced raw materials; and (b) the manufacturing, marketing, distribution, and sale of Instadose Canada’s products in one or multiple jurisdictions, up to and including a complete interruption of its business. Further, additional government disruption in the cannabis industry could cause potential customers and users to be reluctant to purchase Instadose Canada’s products, which would be detrimental. Instadose Canada cannot predict the nature of any future federal, state and/or 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 its business.

Intellectual Property Risks

Risks Related to Potential Inability to Protect Intellectual Property

Instadose Canada’s success is heavily dependent upon its intellectual property and technology. Instadose Canada licenses certain technology from third parties and there can be no assurance that it will be able to continue licensing these rights on a continuous basis. Instadose Canada relies upon copyrights, trade secrets, unpatented proprietary know‑how and continuing technology innovation to protect the technology that it considers important to the development of its business. Instadose Canada relies on various methods to protect its proprietary rights, including confidentiality agreements with its consultants, service providers and management that contain terms and conditions prohibiting unauthorized use and disclosure of its confidential information. However, despite Instadose Canada’s efforts to protect its intellectual property rights, unauthorized parties may attempt to copy or replicate its technology. There can be no assurances that the steps taken by Instadose Canada to protect its technology will be adequate to prevent misappropriation or independent third‑party development of its technology. It is likely that other companies can duplicate a production process like ours. To the extent that any of the above could occur, Instadose Canada’s revenue could be negatively affected, and in the future, Instadose Canada may have to litigate to enforce its intellectual property rights, which could result in substantial costs and divert management’s attention and its resources.

Economic Risks

Global Economy Risk

The current Covid‑19 pandemic and, prior to that, the economic slowdown and downturn of global capital markets has generally made the raising of capital by equity or debt financing more difficult. If the Arrangement is not completed, Instadose Canada will be dependent upon the capital markets to raise additional financing in the future. Access to financing has been negatively impacted by the ongoing global economic downturn. As such, Instadose Canada is subject to liquidity risks in meeting development and future operating cost requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact Instadose Canada’s ability to raise equity or obtain loans and other credit facilities in the future and on terms favourable to it and management. If uncertain market conditions persist, the ability to raise capital could be jeopardized and thus have an adverse impact on operations and on the trading price of the Instadose Canada Shares on OTC Pink.

Trends, Risks and Uncertainties

Instadose Canada has sought to identify what it believes to be the most significant risks to its business, but it cannot predict whether, or to what extent, any of such risks may be realized nor can it guarantee that it has identified all possible risks that might arise. Investors should carefully consider all such risk factors before making an investment decision with respect to the Instadose Canada Shares.

ITEM 2. FINANCIAL INFORMATION

Management’s Discussion and Analysis of Financial Condition

The following management’s discussion and analysis should be read in conjunction with the historical financial statements and the related notes thereto contained in this report. The management’s discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors” in this Report, that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Instadose Canada’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. Instadose Canada does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report.

The following discussion highlights the results of operations and the principal factors that have affected our financial condition, as well as our liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on the audited financial statements contained in this Report, which we have prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”). You should read the discussion and analysis together with such financial statements and the related notes thereto.

In March 2020, the World Health Organization categorized the novel coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States and the rest of the world with different geographical locations impacted more than others. The outbreak of COVID-19 and public and private sector measures to reduce its transmission, such as the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have had a minimal impact on our day-to-day operations as of the date of this filing. However, new variants, travel restrictions, vaccine mandates and other related unknown factors could impact our operations directly and indirectly through our supply chain as other businesses may have to adjust, reduce or suspend their operating activities. The extent of the impact will vary depending on the duration and severity of the economic and operational impacts of COVID-19. Instadose Canada is unable to predict the ultimate impact at this time.

The following discussion highlights Instadose Canada’s results of operations and the principal factors that have affected its financial condition as well as its liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on Instadose Canada’s audited financial statements contained in this report, which were prepared in accordance with US GAAP. You should read the discussion and analysis together with such financial statements and the related notes thereto.

Basis of Presentation

The consolidated financial statements have been presented in Canadian dollars and are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Instadose Canada has determined that the Canadian dollar is the most relevant and appropriate reporting currency as, despite continuing shifts in the relative size of our operations across multiple geographies, the majority of our operations are conducted in Canadian dollars and our financial results are prepared and reviewed internally by management in Canadian dollars.

The audited financial statements of Instadose Canada for the fiscal years ended May 31, 2021 and 2020, and the unaudited financial statements for the three months ended August 31, 2021 and 2020, include a summary of our significant accounting policies and should be read in conjunction with the discussion below.

In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited and unaudited financial statements. All such adjustments are of a normal recurring nature.

Results of Operations:

For the Three Months Ended August 31, 2021 and 2020 (Unaudited)

General and Administrative Expenses

During the three months ended August 31, 2021 and 2020, we incurred general and administrative expenses of $9,197,967 and $3,928,390, respectively, primarily consisting of stock-based compensation (stock and option grants), salaries, consulting fees and legal fees.

Amortization of Intangible Asset

During the three months ended August 31, 2021 and 2020, we recorded amortization of an intangible asset of $458,258 and $458,258, respectively, this related to payments made to the DRC related to receiving rights to access land to execute Instadose Canada’s operations as well as the acquisition of exclusive international rights to monetize its cannabis operations.

Net loss

For the three months ended August 31, 2021 and 2020, we incurred a net loss of $9,668,612 and $4,347,172, respectively. The net loss is primarily attributable to general and administrative expenses as discussed above.

Cash Flows:

Operating Activities:

During the three months ended August 31, 2021, net cash used in operating activities was $610,974. Activity during this period primarily related to a net loss of $9,668,612, offset by increases for amortization of intangible rights of $458,258, common stock issued for services of $5,384,818, common stock issued for services – related parties of $2,600,000, accrued compensation of $377,083, recognition of stock-based compensation related to stock options of $402,500. Decreases included accounts payable and accrued expenses of $198,597.

During the three months ended August 31, 2020, net cash used in operating activities was $68,403. Activity during this period primarily related to a net loss of $4,347,172, offset by increases for amortization of intangible rights of $458,258, common stock issued for services of $1,300,000, common stock issued for services – related parties of $2,000,000, accrued compensation of $387,500.

Investing Activities:

During the three months ended August 31, 2021, net cash used in investing activities was $1,115,746. Activity during this period primarily related to advances to a joint venture (related party) of $579,849 and purchase of equipment of $473,812.

During the three months ended August 31, 2020, net cash used in investing activities was $58,901. Activity during this period was solely for advances to a joint venture (related party) of $58,901.

Financing Activities:

During the three months ended August 31, 2021, net cash provided by financing activities was $1,696,949. Activity during this period primarily related to advances from a related party of $1,712,011.

During the three months ended August 31, 2020, net cash provided by financing activities was $131,497. Activity during this period was solely for advances from a related party of $131,497.

Liquidity, Going Concern and Management’s Plans

These unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

As reflected in the accompanying unaudited consolidated financial statements, for the three months ended August 31, 2021, Instadose Canada had:

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Registrant has cash on hand of $4,837 at August 31, 2021. Once business operations commence during fiscal year end May 31, 2022, Instadose Canada expects to generate sufficient revenues and positive cash flows from operations to meet its current obligations. However, Instadose Canada may seek to raise debt or equity-based capital at favorable terms, though such terms are not certain. Currently, Instadose Canada expects to incur losses from operations and have negative cash flows from operating activities for the near-term.

Instadose Canada continues to receive additional funding from its Chairman and Chief Executive Officer on an as needed basis.

As Instadose Canada begins its business operations, we note that in recent years, the actions of governments around the world have signaled a significant change in attitudes towards cannabis, have either formally legalized medical cannabis access or established government efforts to explore the legalization of medical cannabis access. Therefore, opportunities continue to exist for Instadose Canada to operate in jurisdictions where governments have established, or are actively moving towards, a legal framework.

These factors create substantial doubt about Instadose Canada’s ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if Instadose Canada is unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on a basis that assumes Instadose Canada will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management’s strategic plans include the following:

Results of Operations

For the Years Ended May 31, 2021 and 2020

General and Administrative Expenses

During the years ended May 31, 2021 and 2020, we incurred general and administrative expenses of $32,088,694 and $94,293,529, respectively, primarily consisting of stock-based compensation, salaries, consulting fees, legal fees and professional fees.

Amortization of Intangible Asset

During the years ended May 31, 2021 and 2020, we recorded amortization of an intangible asset of $1,833,031 and $1,833,031, respectively, this related to payments made to the DRC related to receiving rights to access land to execute Instadose Canada’s operations as well as the acquisition of exclusive international rights to monetize its cannabis operations.

Settlement Expense

During the year ended May 31, 2021, Instadose Canada recorded a settlement expense of $2,481,338 related to amounts paid to a third-party vendor consisting of cash due of $359,310, common stock payable of $800,000 and impairment of a previously paid deposit of $1,322,028.

Net loss

For the years ended May 31, 2021 and 2020, we incurred a net loss of $36,285,609 and $96,154,702, respectively. The net loss is primarily attributable to general and administrative expenses as discussed above.

Cash Flows

Operating Activities:

During the year ended May 31, 2021, net cash used in operating activities was $902,497. Activity during the year primarily related to a net loss of $36,285,609, offset by increases for amortization of intangible rights of $1,833,031, common stock issued for services of $13,446,846, common stock issued for services – related parties of $15,545,712, settlement expense of $1,322,028, accounts payable and accrued expenses of $991,142, accrued compensation of $1,383,333 and common stock payable of $800,000.

During the year ended May 31, 2020, net cash used in operating activities was $808,246. Activity during the year primarily related to a net loss of $96,154,702, offset by increases for amortization of intangible rights of $1,833,031, common stock issued for services of $80,463,336, common stock issued for services – related parties of $11,000,000, accounts payable and accrued expenses of $571,197 and accrued compensation of $1,468,334.

Investing Activities:

During the year ended May 31, 2021, net cash used in investing activities was $959,194. Activity during this year primarily related to advances to a joint venture (related party) of $929,313.

During the year ended May 31, 2020, net cash used in investing activities was $625,247. Activity during this year primarily related to purchase of equipment of $625,097.

Financing Activities:

During the year ended May 31, 2021, net cash provided by financing activities was $1,894,480. Activity during this year primarily related to advances from a related party of $3,059,990 and repayments of advances to related party of $1,122,874.

During the year ended May 31, 2020, net cash provided by financing activities was $1,347,728. Activity during this year primarily related to repayments of advances to related party of $3,601,674 and stock issued for cash of $4,956,402 (net of offering costs of $22,500).

Liquidity, Going Concern and Management’s Plans

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

As reflected in the accompanying consolidated financial statements, for the year ended May 31, 2021, Instadose Canada had:

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. Instadose Canada has cash on hand of $34,608 at May 31, 2021. On December 25, 2021, Instadose Canada delivered 2,125 kgs of medicinal cannabis to the IDP Macedonia Production Facility located in North Macedonia. Pursuant to the terms of the North Macedonia JV Agreement, Instadose Canada expects to receive net revenues by the end of the first quarter in 2022. Upon continued successful implantation of its business plan, Instadose Canada expects to generate sufficient revenues and positive cash flows from operations to meet its ongoing obligations.

Instadose Canada continues to receive additional funding from its Chairman and Chief Executive Officer on an as needed basis.

As Instadose Canada begins its business operations, we note that in recent years, the actions of governments around the world have signaled a significant change in attitudes towards cannabis, have either formally legalized medical cannabis access or established government efforts to explore the legalization of medical cannabis access. Therefore, opportunities continue to exist for Instadose Canada to operate in jurisdictions where governments have established, or are actively moving towards, a legal framework.

These factors create substantial doubt about Instadose Canada’s ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if Instadose Canada is unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on a basis that assumes Instadose Canada will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management’s strategic plans include the following:

ITEM 3. PROPERTIES

Instadose Canada’s head office is located at 5500 North Service Road, Suite 301, Burlington, Ontario, L7L 6W6. The head office consists of 3,044 square feet. The head office is leased for a term of five years commencing November 1, 2018 and expiring on November 30, 2023. The head office is leased at a monthly base rent rate of $4,819.67.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Securities of Instadose Canada Beneficially Owned, Directly, or Indirectly over which Control or Direction is Exercised. ⁽¹⁾

Notes:

Prior to closing of the Plan of Arrangement (i) the directors and executive officers of Instadose Canada owned or exercised control or direction of a total of 22,939,934 Instadose Canada Shares, being approximately 6.73% of the total issued and outstanding Instadose Canada Shares.²⁵

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

Notes:

__________________________

²⁵ Determined by dividing 22,939,934 Instadose Shares by 340,993,096 Instadose Shares issued and outstanding.

Grant F. Sanders

Grant F. Sanders is an entrepreneur who has founded several successful businesses. He has experience and training in various fields including finance, manufacturing, and agriculture. He sees the potential of high value agricultural pharmaceutical crops as a global renewable resource that is a catalyst for change and the potential for these emerging global commodities to transform the third world and supply the demand of the first. Instadose Canada is uniquely positioned to exponentially grow in this new and emerging global market.

Mr. Sanders has been developing agricultural platforms in the DRC for more than 20 years. He currently sits on the board for several businesses involved in agriculture, property and real‑estate development and has extensive experience in private banking as well as global asset structuring, and corporate finance.

Edward Borkowski

Edward Borkowski has served as Executive Vice President, Operations of TherapeuticsMD since 2020. Prior to joining TherapeuticsMD, Mr. Borkowski served as: (i) Executive Vice President and interim Chief Financial Officer of MiMedx Group Inc. (Nasdaq: MDGX) from April 2018 to December 2019, (ii) Chief Financial Officer of Aceto Corporation (Nasdaq: ACET) from February 2018 to April 2018, and (iii) director and held several executive positions with Concordia International, an international specialty pharmaceutical company, from May 2015 to February 2018. From March 2013 to March 2016, Mr. Borkowski served as Acting Chief Financial Officer of Amerigen Pharmaceuticals, a generic pharmaceutical company with a focus on oral, controlled release products. Edward is currently a director of AzurRx BioPharma Inc. (Nasdaq: AZRX) and Acacia Pharma Group Plc (Euronext Brussels: ACPH), and a Trustee of Allegheny College. Mr. Borkowski previously served as a director of Co-Diagnostics, Inc. (Nasdaq: CODX) from May 2017 to June 2019. Mr. Borkowski previously served in executive roles at ConvaTec, CareFusion Corporation and Mylan N.V. and began his career with Arthur Andersen & Co.

Mr. Borkowski and Instadose Canada entered into an employment agreement to serve Instadose Canada as its Chief Executive Officer following the completion of the Plan of Arrangement. The Borkowski commencement date is expected to occur on or around January 1, 2022.

Mr. Borkowski earned his degree in Economics and Political Science from Allegheny College and received an MBA in accounting from Rutgers University.

Lt. General (ret’d) the Honourable Andrew Leslie

General Andrew Leslie has been a soldier, business leader, Federal parliamentarian, Chief Government Whip and board director with corporate, charitable and government organizations. His value proposition is extensive training and practical experience in leadership, governance, succession planning/leader selection/mentoring, strategic planning and risk and crisis management. He has extensive knowledge of Canada’s place in the world, international trade, Canada-US relations, and cyber security. He is a loyal team player who speaks his mind as required.

His career in the Canadian Armed Forces culminated as the Commander/CEO of the Canadian Army for four years during the latest Afghan War, where he was responsible for the leadership of 57,000 people, their equipment, training, a multi-billion dollar budget and related equipment programs.

After international tours with both the UN and NATO in peacekeeping and war and numerous Canadian and international awards and decorations, he joined a large Canadian corporation as a senior Vice President, working on network operations and cyber security with U.S. and Canadian clients. He was subsequently involved in various cyber security companies as a board director and mentor, and larger ones for corporate strategy and governance as a consultant; as well as half a dozen charitable boards ranging from simple to complex. Elected as the Federal MP representing the riding of Orleans in 2015, he was Chief Government Whip and a member of the Privy Council of Canada, attending the Results and Risk Management Cabinet Committee. In January 2017 the Prime Minister focused him on Canada-U.S. relations as Parliamentary Secretary for Global Affairs, and he attended the relevant cabinet committee on Trade. He has spent considerable time in the U.S. and across Canada interacting with military and business leaders, Governors and Congress on trade-related issues.

A graduate of numerous military courses on leadership, governance, ethics, strategy, tactics, equipment acquisition and risk management, General Leslie’s education includes the University of Ottawa (Economics), the Royal Military College (MA/Strategic Studies), the University of London (U.K.), as well as executive courses at the Harvard Business School and the Canadian Forces Colleges, and he is a recent graduate of the Institute of Directors Education program from the Rotman School of Management. In 2021 he was conferred the degree of Doctor (honoris causa) from the Royal Military College. He currently lives in Ottawa and is bilingual (English/French). He chose not to run in 2019 Federal election and now sits on various corporate boards and provides strategic advice to selected clients.

Alex Wylie

Alex Wylie has over 25 years of business experience and has served in the role of Chief Financial Officer and Chief Executive Officer for multiple public and private companies. Mr. Wylie currently serves Instadose Canada as its Chief Financial Officer. From 2017 to May 2021, Mr. Wylie was CEO of ACT Medical Centres. ACT is an organization that owns and operates medical centres and pharmacies throughout the Province of Alberta. From 2014 to 2016, Mr. Wylie was President, CEO, and a director of Bruin Oil and Gas, a private oil and gas company that was sold to Karve Energy. From 2009 to 2013, Mr. Wylie was Vice-President and CFO of Renegade Petroleum, a public oil and gas company that was eventually sold to Spartan Energy. In 2009, Mr. Wylie was Executive Vice-President of Finance of Renegade Oil and Gas, a private oil and gas company that was sold to Legacy Oil and Gas. From 2005 to 2009, Mr. Wylie was Managing Director and lead the Energy Investment Banking Group for Stifel Financial Corp. (formerly Westwind Partners).

Mr. Wylie received his Chartered Accountant designation in 1993 and graduated from the University of Western Ontario with a degree in Economics.

Ann Barnes

Ann Barnes began her career acting as corporate counsel for several private and publicly listed companies including Manulife Financial, TSN, Cott Corporation, Alliance Atlantis Communications Inc. and Insight Sports.

Since leaving her legal career, Ann founded and operated numerous companies in emerging industries. She began North America’s first chia company Source Salba Inc. and owned and operated Mum’s Original which is one of North America’s first hemp and superfood companies. She has published two best selling health and wellness cookbooks and is a well-respected public speaker. Ms. Barnes has a popular Tedx Talk watched over 750,000 times and translated into both American sign language and Arabic.

Ms. Barnes is the original founder, investor, and Chairperson of the world’s first legally licensed medicinal cannabis producing company: Peace Naturals Project Inc. Peace Naturals was subsequently purchased by Cronos Group Inc. and later by Altira (Marlborough) (NASDAQ:CRON).

Ms. Barnes is an active director of Red Light Holland Corp. (CSE ticker: TRIP), a legal producer and distributor of psilocybin truffles within the Netherlands. The company intends to contribute to the advancement and awareness of psilocybin and promote its potential for further research and study.

Ms. Barnes currently acts as an advisor to Oasis Adaptations Inc. Oasis is focused on functional mushrooms and adaptogens in consumer-packaged food and plant-based supplements for the millennial demographic.

Ms. Barnes is currently the Founder and CEO of Edica Group Inc. (c.o.b. as Edica Naturals), a natural and plant-based supplement and topical beauty product company.

Peter Wirth

Peter Wirth has been working in the financial services industry for more than 30 years. During this time, Mr. Wirth has gained experience in various aspects of the banking and trust profession.

Mr. Wirth started his career in Switzerland where he also received his formal education. From 1996-1999, Mr. Wirth worked in Singapore where he was heading the Bank Leu Representative Office. In 2000, Mr. Wirth was transferred to Nassau, Bahamas where he ran Bank Leu and then its successor company Clariden Leu until the bank was integrated into Credit Suisse in April 2012. On December 31, 2013, Mr. Wirth retired from Credit Suisse and became an independent consultant.

In November 2018, Mr. Wirth joined Julius Baer Bank (Bahamas) Ltd., Nassau, Bahamas as CEO. Mr. Wirth retired from this position when Julius Baer was sold in September 2020.

Penalties, Sanctions and Bankruptcies

There are no penalties or sanctions that have been in effect during the last ten (10) years against any Nominee or against an issuer of which any of the Nominees was an executive officer, director, or control person. No declaration of bankruptcy, voluntary assignment in bankruptcy, proposal under any bankruptcy or insolvency legislation, proceedings, arrangement or compromise with creditors or appointment of a receiver, receiver manager or trustee to hold assets, has been in effect during the last ten (10) years about any of the Nominees or any issuers of which any of the Nominees was an executive officer, director, or control person at that time.

ITEM 6. EXECUTIVE COMPENSATION

Under applicable securities legislation, Instadose Canada is required to disclose certain financial and other information relating to the compensation of the Chief Executive Officer, the Chief Financial Officer and the most highly compensated executive officers of Instadose Canada as at the date of this Form 8-K whose total compensation was more than $150,000 for the financial year of Instadose Canada ended May 31, 2021 and 2020, other than for the Chief Executive Officer and the Chief Financial Officer and for the directors of Instadose Canada.

Summary of Employee Compensation and Incentives

The following table sets out all direct and indirect compensation for, or in connection with, services provided to Instadose Canada and its subsidiaries for the two most recently completed financial years ended May 31, 2021 and 2020, in respect of the named executive officers as well as the directors of Instadose Canada.

Notes:

Executive Employment, Consulting and Management Agreements

See below “Management Team – Executive Employment Agreements for a description of the material terms of each agreement or arrangement under which compensation was to be provided during the most recently completed fiscal year or is payable in respect of employment, consulting or management services provided to Instadose Canada or any of its Subsidiaries that were performed by a director of Named Executive Officer.

Board of Directors

The board of directors of Instadose Canada (the “Instadose Canada Board”) is responsible for supervising the management of the business and affairs of Instadose Canada. The Instadose Canada Board is currently comprised of two (2) independent directors. The independent directors are Ann Barnes and Peter Wirth who are independent as such term is contemplated under National Instrument 58‑101 – Disclosure of Corporate Governance Practices.

Instadose Canada has entered into director agreements with the independent directors, which agreements provide for compensation for serving as an Instadose Canada Board member and contains indemnities of such directors to the extent possible under applicable law.

Management Team – Executive Employment Agreements

Instadose Canada has entered into executive employment agreements with senior executives of Instadose Canada Under each employment agreement, each Executive is required to work full‑time for Instadose Canada and is eligible to receive Bonus Shares for each completed year of service to Instadose Canada under their respective employment agreements. Each employment agreement continues for a three (3) year period unless terminated earlier in accordance with the terms of the employment agreement and includes customary non‑competition and non‑solicitation provisions during the term of the employment agreement and for a period of up to twelve (12) months thereafter.

Grant F. Sanders, Chief Executive Officer

Instadose Canada and Mr. Sanders entered into an employment agreement on February 8, 2019 to officially serve Instadose Canada in the capacity of Chief Executive Officer. Mr. Sanders’ employment agreement provided Mr. Sanders with an annual salary of $350,000 as well as the option to receive up to three million (3,000,000) Bonus Shares as additional compensation exercisable as to one million (1,000,000) Bonus Shares on each of the first, second, and third years of completed service to Instadose Canada. The right to receive the Bonus Shares is cumulative so that to the extent that not all Bonus Shares are exercised immediately following completion of any vesting period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Bonus Shares which have vested, for a period of twelve (12) months commencing on the date of the earlier to occur of the following: (i) the date Mr. Sanders’ employment under his employment agreement is terminated by Instadose Canada for cause, (ii) the date Mr. Sanders’ employment under his employment agreement is terminated by Instadose Canada without cause; (iii) the date Mr. Sanders’ employment under his employment agreement is terminated by Mr. Sanders, and (iv) the date that a qualifying event (such as the Plan of Arrangement) involving Instadose Canada shall occur. Should Mr. Sanders’ employment under his employment agreement be terminated, or upon the occurrence of a qualifying event (such as the Plan of Arrangement), at any time prior to the completion of Mr. Sanders’ third year of service to Instadose Canada under his employment agreement, the following Bonus Shares shall be deemed to have been vested for the purposes of calculating the number of Bonus Shares available to be received by Mr. Sanders prior to the expiration of the Bonus Share exercise period: (i) in the event of a termination for cause of Mr. Sanders’ employment, those Bonus Shares vested to Mr. Sanders for each completed year of service to Instadose Canada prior to the year in which Mr. Sanders is terminated; (ii) in the event of a termination without cause of Mr. Sanders’ employment, those Bonus Shares vested to Mr. Sanders for each completed year of service to Instadose Canada prior to the year in which Mr. Sanders’ employment is terminated as well as those Bonus Shares that would have vested to Mr. Sanders following completion of the year of service in which Mr. Sanders’ employment is terminated; (iii) in the event of an executive termination, those Bonus Shares vested to Mr. Sanders for each completed year of service to Instadose Canada prior to the year in which the executive termination shall occur; and (iv) in the event of a qualifying event (such as the Plan of Arrangement), all of the Bonus Shares available to be accepted by Mr. Sanders.

Mr. Sanders agreed to resign as Chief Executive Officer effective January 1, 2022. Mr. Sanders remains Chairman of Instadose Canada.

Edward Borkowski, Chief Executive Officer

Instadose Canada and Mr. Borkowski entered into an employment agreement to officially serve Instadose Canada in the capacity of Chief Executive Officer effective following completion of the Plan of Arrangement. Mr. Borkowski’s employment agreement provided Mr. Borkowski with a minimum net salary of US$25,000 per month for the first six (6) months of his employment agreement increasing thereafter to a minimum net salary of US$30,000 (or such other amount as the Instadose Canada Board shall approve) per month for the remainder of the first year of his employment agreement. Thereafter, Mr. Borkowski’s salary shall increase to a minimum salary of US$450,000 to US$500,000 in the second year of his employment agreement followed by a minimum salary of US$500,000 to US$750,000 in the third and final year of his employment agreement. Additionally, Instadose Canada agreed to provide Mr. Borkowski with the option to receive up to six million (6,000,000) Instadose Canada Shares (“Bonus Shares’) as additional compensation exercisable as to three million (3,000,000) Bonus Shares following execution of Mr. Borkowski’s employment agreement (the “Retention Bonus Shares’) and as to one million (1,000,000) Bonus Shares on upon completion of each of the first, second, and third years of service to Instadose Canada. The right to receive the Bonus Shares is cumulative so that to the extent that not all Bonus Shares are exercised immediately following completion of any vesting period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Bonus Shares which have vested, for a period of twelve (12) months commencing on the date of the earlier to occur of the following: (i) the date Mr. Borkowski’s employment under his employment agreement is terminated by Instadose Canada for cause, (ii) the date Mr. Borkowski’s employment under his employment agreement is terminated by Instadose Canada without cause; and (iii) the date Mr. Borkowski’s employment under his employment agreement is terminated by Mr. Borkowski. Should Mr. Borkowski’s employment under his employment agreement be terminated at any time prior to the completion of Mr. Borkowski’s third year of service to Instadose Canada under his employment agreement, the following Bonus Shares shall be deemed to have been vested for the purposes of calculating the number of Bonus Shares available to be received by Mr. Borkowski prior to the expiration of the Bonus Share exercise period: (i) in the event of a termination for cause of Mr. Borkowski’s employment, the Retention Bonus Shares as well as those Bonus Shares vested to Mr. Borkowski for each completed year of service to Instadose Canada prior to the year in which Mr. Borkowski is terminated; (ii) in the event of a termination without cause of Mr. Borkowski’s employment, the Retention Bonus Shares as well as those Bonus Shares vested to Mr. Borkowski for each completed year of service to Instadose Canada prior to the year in which Mr. Borkowski’s employment is terminated as well as those Bonus Shares that would have vested to Mr. Borkowski following completion of the year of service in which Mr. Borkowski’s employment is terminated; (iii) in the event of an executive termination, the Retention Bonus Shares as well as those Bonus Shares vested to Mr. Borkowski for each completed year of service to Instadose Canada prior to the year in which the executive termination shall occur; and (iv) in the event of a qualifying event (not including the Plan of Arrangement), all of the Bonus Shares available to be accepted by Mr. Borkowski.

Lastly, Instadose Canada agreed to pay for all living and travel costs associated with Mr. Borkowski’s employment as well as the funding of those costs associated with the opening of a company office to be established by Mr. Borkowski in the United States.

Lawrence M. Acton, Chief Operating Officer

Instadose Canada and Mr. Acton entered into an employment agreement on August 1, 2019 to officially serve Instadose Canada in the capacity of Chief Operating Officer. Mr. Acton’s employment agreement provided Mr. Acton with an annual salary of $250,000 as well as the option to receive up to three million (3,000,000) Bonus Shares as additional compensation exercisable as to one million (1,000,000) Bonus Shares on each of the first, second, and third years of completed service to Instadose Canada. The right to receive the Bonus Shares is cumulative so that to the extent that not all Bonus Shares are exercised immediately following completion of any vesting period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Bonus Shares which have vested, for a period of twelve (12) months commencing on the date of the earlier to occur of the following: (i) the date Mr. Acton’s employment under his employment agreement is terminated by Instadose Canada for cause, (ii) the date Mr. Acton’s employment under his employment agreement is terminated by Instadose Canada without cause; (iii) the date Mr. Acton’s employment under his employment agreement is terminated by Mr. Acton, and (iv) the date that a qualifying event (such as the Plan of Arrangement) involving Instadose Canada shall occur. Should Mr. Acton’s employment under his employment agreement be terminated, or upon the occurrence of a qualifying event (such as the Plan of Arrangement), at any time prior to the completion of Mr. Acton’s third year of service to Instadose Canada under his employment agreement, the following Bonus Shares shall be deemed to have been vested for the purposes of calculating the number of Bonus Shares available to be received by Mr. Acton prior to the expiration of the Bonus Share exercise period: (i) in the event of a termination for cause of Mr. Acton’s employment, those Bonus Shares vested to Mr. Acton for each completed year of service to Instadose Canada prior to the year in which Mr. Acton is terminated; (ii) in the event of a termination without cause of Mr. Acton’s employment, those Bonus Shares vested to Mr. Acton for each completed year of service to Instadose Canada prior to the year in which Mr. Acton’s employment is terminated as well as those Bonus Shares that would have vested to Mr. Acton following completion of the year of service in which Mr. Acton’s employment is terminated; (iii) in the event of an executive termination, those Bonus Shares vested to Mr. Acton for each completed year of service to Instadose Canada prior to the year in which the executive termination shall occur; and (iv) in the event of a qualifying event (such as the Plan of Arrangement), all of the Bonus Shares available to be accepted by Mr. Acton.

Loren S. Greenspoon, Chief Legal Officer

Instadose Canada and Mr. Greenspoon entered into an employment agreement on February 8, 2019 to officially serve Instadose Canada in the capacity of Chief Legal Officer. Mr. Greenspoon’s employment agreement provided Mr. Greenspoon with an annual salary of $250,000 as well as the option to receive up to three million (3,000,000) Bonus Shares as additional compensation exercisable as to one million (1,000,000) Bonus Shares on each of the first, second, and third years of completed service to Instadose Canada. The right to receive the Bonus Shares is cumulative so that to the extent that not all Bonus Shares are exercised immediately following completion of any vesting period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Bonus Shares which have vested, for a period of twelve (12) months commencing on the date of the earlier to occur of the following: (i) the date Mr. Greenspoon’s employment under his employment agreement is terminated by Instadose Canada for cause, (ii) the date Mr. Greenspoon’s employment under his employment agreement is terminated by Instadose Canada without cause; (iii) the date Mr. Greenspoon’s employment under his employment agreement is terminated by Mr. Greenspoon, and (iv) the date that a qualifying event (such as the Plan of Arrangement) involving Instadose Canada shall occur. Should Mr. Greenspoon’s employment under his employment agreement be terminated, or upon the occurrence of a qualifying event (such as the Plan of Arrangement), at any time prior to the completion of Mr. Greenspoon’s third year of service to Instadose Canada under his employment agreement, the following Bonus Shares shall be deemed to have been vested for the purposes of calculating the number of Bonus Shares available to be received by Mr. Greenspoon prior to the expiration of the Bonus Share exercise period: (i) in the event of a termination for cause of Mr. Greenspoon’s employment, those Bonus Shares vested to Mr. Greenspoon for each completed year of service to Instadose Canada prior to the year in which Mr. Greenspoon is terminated; (ii) in the event of a termination without cause of Mr. Greenspoon’s employment, those Bonus Shares vested to Mr. Greenspoon for each completed year of service to Instadose Canada prior to the year in which Mr. Greenspoon’s employment is terminated as well as those Bonus Shares that would have vested to Mr. Greenspoon following completion of the year of service in which Mr. Greenspoon’s employment is terminated; (iii) in the event of an executive termination, those Bonus Shares vested to Mr. Greenspoon for each completed year of service to Instadose Canada prior to the year in which the executive termination shall occur; and (iv) in the event of a qualifying event (such as the Plan of Arrangement), all of the Bonus Shares available to be accepted by Mr. Greenspoon.

Alex Wylie, Chief Financial Officer

Instadose Canada and Mr. Wylie entered into an employment agreement dated May 21, 2021 to officially serve Instadose Canada in the capacity of Chief Financial Officer effective as of June 15, 2021. Mr. Wylie’s employment agreement provided Mr. Wylie with an annual salary of $250,000 as well as the option to receive up to four million (4,000,000) Bonus Shares as additional compensation exercisable as to one million (1,000,000) Bonus Shares on September 15, 2021 (the “Retention Bonus Shares”) and one million (1,000,000) Bonus Shares on each of the first, second, and third years of completed service to Instadose Canada. The right to receive the Bonus Shares is cumulative so that to the extent that not all Bonus Shares are exercised immediately following completion of any vesting period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Bonus Shares which have vested, for a period of twelve (12) months commencing on the date of the earlier to occur of the following: (i) the date Mr. Wylie’s employment under his employment agreement is terminated by Instadose Canada for cause, (ii) the date Mr. Wylie’s employment under his employment agreement is terminated by Instadose Canada without cause; (iii) the date Mr. Wylie’s employment under his employment agreement is terminated by Mr. Wylie, and (iv) the date that a qualifying event (such as the Plan of Arrangement) involving Instadose Canada shall occur. Should Mr. Wylie’s employment under his employment agreement be terminated, or upon the occurrence of a qualifying event (such as the Plan of Arrangement), at any time prior to the completion of Mr. Wylie’s third year of service to Instadose Canada under his employment agreement, the following Bonus Shares shall be deemed to have been vested for the purposes of calculating the number of Bonus Shares available to be received by Mr. Wylie prior to the expiration of the Bonus Share exercise period: (i) in the event of a termination for cause of Mr. Wylie’s employment, the Retention Bonus Shares as well as those Bonus Shares vested to Mr. Wylie for each completed year of service to Instadose Canada prior to the year in which Mr. Wylie is terminated; (ii) in the event of a termination without cause of Mr. Wylie’s employment, the Retention Bonus Shares as well as those Bonus Shares vested to Mr. Wylie for each completed year of service to Instadose Canada prior to the year in which Mr. Wylie’s employment is terminated as well as those Bonus Shares that would have vested to Mr. Wylie following completion of the year of service in which Mr. Wylie’s employment is terminated; (iii) in the event of an executive termination, the Retention Bonus Shares as well as those Bonus Shares vested to Mr. Wylie for each completed year of service to Instadose Canada prior to the year in which the executive termination shall occur; (iv) in the event of a qualifying event (such as the Plan of Arrangement), the Retention Bonus Shares as well as those Bonus Shares available to be accepted by Mr. Wylie following completion of the year of service to Instadose Canada in which the Plan of Arrangement occurs; and (v) in the event of a qualifying event subsequent to completion of the Plan of Arrangement, all of the Bonus Shares available to be accepted by Mr. Wylie.

Material Independent Consulting Agreements

Michael Shamber

On February 8, 2019, Instadose Canada entered into a consulting agreement with Michael Shamber to provide the company with accounting, financial, and strategic business advisory services. The agreement provided for a three‑year term of agreement with an annual base consulting fee of $250,000 per year, payable in bi-weekly instalments. The consulting agreement enabled Mr. Shamber to elect to receive up to one million (1,000,000) Bonus Shares per year throughout the term of agreement (for a total of up to three million (3,000,000) bonus shares) on identical terms granted to Executives under their employment agreements with Instadose Canada.

William Deluce and Bruce Deluce

On January 6, 2021, Instadose Canada entered into independent consulting agreements with each of William Deluce and Bruce Deluce (eaxh, a “Deluce Agreement” and collectively, the “Deluce Agreements”) for the dual purpose of (i) ensuring the successful carrying out of the Logistics and Procurement Services Agreement entered into between Project Management Resources Inc. (“PMR”) and Instadose Canada, and (ii) assisting Instadose Canada with securing medicinal cannabis growing operations in the form of joint venture partnerships in Africa (collectively, the “Consulting Services”). Instadose Canada, William Deluce, and Bruce Deluce agreed to three-year terms (the “Term”) under the Deluce Agreements coinciding with the agreed upon term of the Logistics and Procurement Services Agreement. As compensation for performing the Consulting Services, Instadose Canada agreed to provide each of William Deluce and Bruce Deluce with (i) a base consulting fee to be determinable between the parties effective on or before December 31, 2021, (ii) subject to certain accelerated vesting rights set forth in the Deluce Agreements (and as detailed below), the right for William Deluce and Bruce Deluce to each receive up to one million (1,000,000) Instadose Canada Shares (the “Compensation Shares”) upon completion of their respective Term (the “Compensation Share Vesting Date”); and (iii) the right for each of William Deluce and Bruce Deluce to receive up to five hundred thousand (500,000) Instadose Canada Shares (the “Bonus Shares”) for each joint venture partnership secured by Instadose Canada through the assistance of William Deluce and Bruce Deluce, up to a maximum of one million (1,000,000) Bonus Shares. Following the Compensation Share Vesting Date, or upon completion of a Bonus Share vesting event, each of William Deluce and Bruce Deluce shall be given twelve (12) months thereafter to determine whether or not to accept the Compensation shares and/or Bonus Shares.

The Deluce Agreements contemplate two scenarios whereby the Compensation Shares shall vest and be eligible to be received by each of William Deluce and Bruce Deluce prior to the Compensation Share Vesting Date which are as follows:

The Deluce Agreements further confirmed that no unvested Compensation Shares or Bonus Shares are to be received by William Deluce and/or Bruce Deluce should one or both of the Deluce Agreements be terminated prior to the completion of their respective Terms by any of the parties.

Westlock Holdings, LLC

On June 2, 2021, Instadose Canada entered into an independent consulting agreement with Westlock Holdings, LLC (“Westlock”), a Nevada corporation owned and operated by Bobby Frenkel (the “Westlock Consulting Agreement”). Mr. Frenkel is a medicinal cannabis industry expert with 30+ years of experience in cannabinoid oil production in the U.S.A. and Israel. Under the Westlock Consulting Agreement, Mr. Frenkel agreed to serve Instadose Canada as the company’s Global Director of Engineering for a period of three (3) years. In his role as Global Director of Engineering, Mr. Frenkel agreed to assist Instadose Canada on an exclusive basis with, among others, the following services:

Instadose Canada agreed to provide Westlock with five hundred thousand (500,000) Instadose Canada Shares upon executing the Westlock Consulting Agreement (the “Westlock Bonus Shares”). In addition, Instadose Canada agreed to issue to Westlock three million (3,000,000) stock options to purchase Instadose Canada Shares at a price per Instadose Canada Share equal to $2.00 (the “Westlock Options”). Instadose Canada and Westlock agreed that the Westlock Options would vest and be exercisable by Westlock as to one million (1,000,000) Westlock Options upon successful completion of each of the first, second, and third years of the term of the Westlock Consulting Agreement. In exchange for issuing the Westlock Bonus Shares and Westlock Options, Westlock agreed to provide the Westlock Services to Instadose Canada for an annual salary of one dollar ($1.00) throughout the term of Westlock Consulting Agreement.

Option Plan

On August 27, 2018, Instadose Canada (as EHG) adopted an incentive stock option plan pursuant to which, any officer, director, employee, or consultant of Instadose Canada (each, an “Optionee”) was eligible to receive stock options (“Options”) to purchase Instadose Canada Shares (the “Options Plan”). Under the Options Plan, the maximum number of Instadose Canada Shares that may be available for Optionees to acquire pursuant to Options granted under the Options Plan was set at 7,322,050 Instadose Canada Shares. If any Options expire, are cancelled, or otherwise terminate for any reason without having been exercised in full, the number of Instadose Canada Shares in respect of which the Options were not exercised will again be available for the purposes of the Option Plan. All Options granted pursuant to the Option Plan are subject to such vesting requirements as may be prescribed.

On March 27, 2019, the Instadose Canada Board approved the cancellation of 2,800,000 Options under the Options Plan. On August 27, 2019, 550,000 Options expired. On April 8, 2020, the Instadose Canada Board approved the cancellation of an additional 2,375,000 Options.

The Westlock Options are currently the only issued and outstanding Options in existence under the Options Plan.

Directorships

The Instadose Canada Board has plenary power to manage and supervise the management of Instadose Canada’s business and affairs and to act in Instadose Canada’s best interest. The Instadose Canada Board is responsible for the Instadose Canada’s overall stewardship and approves all significant decisions that affect Instadose Canada before they are implemented. The Instadose Canada Board also considers their implementation and reviews the results. Any related party transaction is subject to review by the independent directors of the Instadose Canada Board.

Directors’ and Officers’ Liability Insurance

Instadose Canada does not currently have but is in the process of attempting to purchase a directors’ and officers’ liability insurance policy. Instadose Canada has entered into indemnification agreements with each of its officers and directors providing them with a stand‑alone, contractual indemnity against liabilities incurred because of serving in that capacity.

Advisory Team

Instadose Canada has entered into advisory team consulting agreements with well-respected advisory team members) bringing Instadose Canada expertise in agriculture, pharmaceutical and medical research, commodity markets, global product transport and logistics, risk and crisis management, world banking and capital markets, international politics, foreign country security, and finance and accounting. The advisory team does not manage, and is not responsible for managing, the business and affairs of Instadose Canada. Members of the advisory team provide advice and counsel as may be requested from time to time to assist management of Instadose Canada on matters within their respective areas of expertise. Instadose Canada’s Advisory Team consists of (i) William Deluce, (ii) Sylwin Grinman, (iii) Michael Gaouette, (iv) Professor Hélyette Geman, (v) Major General Freddie Valenzuela, and (vi) Richard M. Wise.

Each advisory agreement continues for one (1) year and shall automatically renew for up to three (3) additional one (1) year periods unless terminated earlier in accordance with the terms of the applicable advisory agreement. The biography of each advisor is below.

William Deluce 

CEO, Project Management Resources Inc.; Honorary Consule, Rwanda

William Deluce is one of Canada’s most knowledgeable and respected Aviation, Transport and Natural Resource Sector executives. In 1971, William was appointed General Manager of norOntair, the first provincial government airline in Ontario, Canada. In 1974, he along with three other family members purchased Austin Airways, the oldest continuously operated airline in Canadian history. From 1974 until 1992, Mr. Deluce built the company into the largest Canadian private airline group (including Air Ontario, Austin Airways, Air Manitoba, Air Creebec) serving central Canada and Northeastern USA.

In 1993, Mr. Deluce moved his family to South Africa and established South African Express (SAX) – a large regional carrier serving several Southern African countries. Following the success of SAX, Mr. Deluce continued to build a series of airlines across the Gulf of Guinea and Kenya over the next decade. While in the region, Mr. Deluce also developed several mining, agriculture and transport operations across Rwanda and The Democratic Republic of the Congo. In March 2012, Mr. Deluce was named Honorary Consul, Rwanda due to his extensive work within the region. In 2013, Mr. Deluce was hired as CEO of Vitran Corporation, a publicly traded North American Transport Company.

Mr. Deluce has served on many boards, both public and private, including Vitran Corporation, Canadian Tire Corp., South China Industries, St. Michael’s Hospital, Canadian Air Transport Security Agency, OneXOne Foundation, Damara Gold Corp., and Canstar Resources Inc.

Sylwin Grinman, M.Eng 

President, HAEC Medical Group

Sylwin Grinman has 40+ years of experience in the Pharmaceutical & Medical Research industries. Mr. Grinman holds a Master Engineering degree in Bio Medical Technology from the famous University Paris‑Dauphine and Ecole Central de Paris in France. His position in the 80’s, as international General Manager at Hoffman Laroche Biomedical in Zurich‑Switzerland, gave him significant experience in pharmaceutical production and cutting‑edge biotechnology including diagnosis therapy and testing. He was a core member of the team inventing the innovative ultrasound scanning imagery called “Ultrasonography”.

Mr. Grinman became the youngest President of Shiseido Japan Group, leading the European market in sophisticated cosmetics and pharmaceutical product lines. Mr. Grinman co‑invented the new Pharmaceutical Injector with no needle and as President of the German Group Index Pharma in Berlin he led the company to become listed on the Frankfurt Stock exchange and applied for many international patents including innovative Pharmaceuticals.

Mr. Grinman is President of HAEC Medical Group from Nanjing, China – a worldwide group leader of Innovative Treatments by Infusing some proprietary HAEC “Stem cell” to help patients recover intracranial diseases and nerve injuries. This will soon be evaluated by the FDA.

Michael Gaouette 

Former Leader of Largest U.N. Peacekeeping Team in Darfur, Sudan

Michael Gaouette has spent the last three decades working internationally as a public servant and entrepreneur. His career has taken him to more than two‑dozen countries in Africa, to the Middle East, South and Central Asia and the Balkans.

For the first twenty years of his working life, Mr. Gaouette served in the United Nations and with well‑known NGOs. During that period he acquired a wide range of experience: leading earthquake response teams in India, coordinating humanitarian assistance in Liberia, organizing care for Kosovar refugee children in Macedonia, mobilizing food aid in East Africa, designing policing interventions in Chad, evaluating UN operations in Angola, Sierra Leone and Ivory Coast, developing global security policy for relief workers and negotiating with senior military and government officials in Europe, Africa and the Middle East. His final job with the United Nations was to lead the headquarters group that ran what was, at that time, the largest peacekeeping mission in the world, which was deployed to Darfur, Sudan.

After leaving the United Nations, Mr. Gaouette turned his attention to generating jobs for regular people in struggling or emerging economies. He has started two small‑scale agriculture businesses – one in the Ivory Coast and one in Tanzania. Both enterprises are run with local partners and focus on creating economic stability and steady, well‑paid jobs for working families.

Mr. Gaouette has also served on the faculty of Columbia University’s School of International and Public Affairs, where he taught courses in international conflict resolution. He graduated magna cum laude from Harvard College and has an MPhil from Cambridge University.

Professor Hélyette Geman, MA, PhD, PhD  

Director, Commodity Finance Centre, University of London & Research Professor at John Hopkins University

Hélyette Geman is the Director of the Commodity Finance Centre at Birkbeck – University of London and a Research Professor at John Hopkins University. She is a graduate of Ecole Normale Supérieure in Mathematics, holds a Master’s degree in Theoretical Physics, a PhD in Probability from the University Pierre et Marie Curie and a PhD in Finance from the University Pantheon Sorbonne.

Professor Geman has been a scientific advisor to major financial institutions and commodity trading companies for the last 21 years, covering the subjects of interest rates, crude oil, metals, and agriculture. Her books, ‘Commodities and Commodity Derivatives’, ‘Agricultural Finance’ and ‘Weather and Insurance Derivatives’ are references in the field.

Professor Geman has published more than 145 papers in top international finance Journals and counts Nassim Taleb, author of ‘The Black Swan’, among her former PhD students. Professor Geman is a Senior Fellow for the Office Cherifien des Phosphates Policy Center in Rabat and is President of the Society ‘Women‑for‑Climate’.

Major General Freddie Valenzuela 

International Advisor to Nexus Leadership

Major General Valenzuela served thirty‑three years in the U.S. army and was highly decorated for heroism and valor. He served in three combat corps and six infantry Divisions all over the world including Peru, Korea, Colombia, Turkey, Haiti, Puerto Rico, Kuwait, Grenada, Panama, El Salvador, and Somalia, as well as numerous years in interagency assignments. He commanded in the Cold War and Gulf War eras and was awarded the two highest peacetime awards upon his retirement, the Defense and Army Distinguished Service Medals. After his retirement, he continued his public service by creating an educational foundation for at‑risk children and for the families of soldiers killed in the line of duty. He is the President/CEO of M.C. Valens – a service‑disabled veteran‑owned business. His company previously advised senior Mexican leadership on the War on Drugs. He is a motivational speaker and supports the U.S. Army in the arena of recruiting, retention, and diversity issues. Hispanic Business Magazine has named him one of the 100 most influential Hispanics in the U.S.

He recently served as a Board of Director of USAA Federal Savings for 11 years (risk/trust/credit committees), USAA USB Bank (Credit card bank/risk/compensation committees). He was also recently appointed by the President of the United States to the WWI Centennial Commission.

Major General Valenzuela was appointed by President Biden’s Administration to the Military Veteran Advisory Council, for the America 250 celebration which recognizes the United States’ historical birth as a Nation. Major General Valenzuela also published his Memoirs in a book, “No Greater Love” with all the proceeds going to scholarships for the children of those Soldiers he buried from numerous wars.

Richard M. Wise, FCPA, FCA, CFF, FCBV, FASA, FRICS, CVA, MCBA (Eme.), C.Arb (Ret.)  

Former Partner, Deloitte & Touche LLP and MNP LLP

Richard M. Wise was a partner in the Montreal office of Deloitte & Touche, and a partner of MNP, specializing in business valuation and financial litigation. He has performed valuations for cross‑border transactions, tax planning, shareholder and matrimonial disputes, and economic damages qualification. Mr. Wise publishes and lectures extensively across the U.S. and Canada and has given over 200 technical conference presentations to professional organizations in both countries and Europe, including the American and Canadian Bar Associations, American Institute of Certified Public Accountants, American Society of Appraisers (ASA), and Canadian Chartered Business Valuators (CBV Institute). He is principal co‑author of Guide to Canadian Business Valuations (3 Vols.) (Thomson Reuters).

Mr. Wise was President of the CBV Institute, International Governor of ASA, and served on the Council of CPA Quebec. He has been a valuation advisor to the Canadian Justice Department, Canada Revenue Agency, Quebec Financial Markets Authority, Attorney General of Ontario, and Public Trustee of Ontario. He has given expert court testimony on numerous occasions across Canada and in the U.S., has been appointed by the courts as their valuation expert and has been awarded and recognized by Who’s Who Legal as a “Global Elite Thought Leader”, and an Expert in Financial Advisory and Valuation – Corporate Tax Expert Witness 2018‑2021.

A graduate of McGill University, Mr. Wise was designated a Chartered Professional Accountant (CPA) in 1965 and elected a Fellow (FCA) in 1984. He also holds the designations of Investigative and Forensic Accountant (CA•IFA), Chartered Business Valuator (FCBV), Accredited Senior Appraiser (FASA), Master Certified Business Appraiser (MCBA), Certified Valuation Analyst (CVA), Fellow of the Royal Institution of Chartered Surveyors (FRICS), and Chartered Arbitrator (C.Arb.). He was Visiting Scholar at Francis Marion University, Florence, SC, Lecturer at McGill’s Faculties of Law and Management and is an inductee of ASA’s College of Fellows.

Mr. Wise was awarded the Queen Elizabeth II Diamond Jubilee Medal for his dedicated service to his profession, community and to Canada, and was recipient of the Canada 125 Medal from the Governor General of Canada for his service to the community and to Canada.

Indebtedness of Directors and Executive Officers

As at the date hereof, no director, executive officer, employee or former director, executive officer, or employee of Instadose Canada, nor any of their associates or affiliates, is indebted to Instadose Canada nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by Instadose Canada.

ITEM 7. CERTAIN RELATIONSHPS AND RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE

Indebtedness

Between the dates of August 29, 2018 and December 20, 2018, (the “TMIG Advance Period”) Grant F. Sanders made a series of loan advances on behalf of TMIG totaling thirty‑five million U.S. dollars (US$35,000,000) (the “TMIG Loan Advances”) for the purpose of enabling TMIG to satisfy its funding obligations under the Medicinal Cannabis Project, including, but not limited to, the contribution of twenty‑five million U.S. dollars (US$25,000,000) towards Medicinal Cannabis Project infrastructure construction and development (the “TMIG Funding Obligation”). The following table sets forth a summary of the TMIG Loan Advances:

Notes:

Instadose Canada Repayment Obligation

On February 11, 2019, TMIG and Instadose Canada entered into the TMIG JV Agreement that would see Instadose Canada secure rights to monetize TMIG’s Medicinal Cannabis Rights granted to TMIG by the DRC’s Ministry of Agriculture under the Protocol Agreement (the “Instadose Canada Rights”). In exchange for receiving the Instadose Canada Rights, Instadose Canada agreed to assume TMIG’s responsibility for completing the TMIG Funding Obligation set forth under the Protocol Agreement.

On February 19, 2019, Instadose Canada and TMIG executed Annex “A” to the TMIG JV Agreement to, among other things, (i) broaden the scope of what shall be produced and sold by Instadose Canada under the TMIG Joint Venture from CBD oil to medicinal cannabis and full spectrum cannabinoid oil, and (ii) formalize Instadose Canada’s agreement to assume all of TMIG’s obligations to Mr. Sanders with respect to repayment of the TMIG Loan Advances.

The Sanders Loan Settlement

As at April 30, 2021, there existed a loan payable by Instadose Canada to Mr. Sanders in the amount of the Cdn$39,531,029 (the “Sanders Loan Payable”). On May 25, 2021, Sanders and Instadose Canada entered into a debt settlement agreement (the “Debt Settlement Agreement”) pursuant to which Mr. Sanders agreed to receive Instadose Canada Shares in full satisfaction of the Sanders Loan Payable. Under the Sanders Loan Settlement, Mr. Sanders agreed to receive 4,517,831 Instadose Canada Shares in full and final satisfaction of the Sanders Loan Payable based on a market value price per Instadose Canada Share of Cdn$8.75.

ITEM 8. LEGAL PROCEEDINGS

On September 18, 2019, Instadose Canada received a letter from the Enforcement Branch of the Ontario Securities Commission, requesting information about Instadose Canada’s business activities. Instadose Canada is also aware that the OSC reached out to certain stakeholders of Instadose Canada regarding such enquiries. Instadose Canada responded to these enquiries and has not received any response from the OSC since that time.

On July 9, 2021, the OSC announced that Grant F. Sanders had been charged quasi-criminally with one count of fraud (the “Charge”). Mr. Sanders is charged in relation to his role as Chairman and Chief Executive Officer of Instadose Canada. The OSC alleges that investor funds were diverted to the benefit of Mr. Sanders, his family, and associates. The OSC further alleges that Instadose Canada materially misrepresented the nature of the company’s business. Mr. Sanders retained legal counsel in Canada for the purpose of vigorously defending himself against the Charge. Mr. Sanders’ first scheduled court appearance on this matter occurred on Monday, August 16, 2021. The matter has since been adjourned until early 2022. For more information see the OSC’s press release at: https://www.newswire.ca/news-releases/ontario-securities-commission-osc-charges-grant-sanders-with-securities-act-offences-846017944.html.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Dividends

We have never declared or paid any cash dividends on our common stock nor do we intend to do so in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will depend upon our financial condition, operating results, capital requirements, any applicable contractual restrictions and such other factors as our board of directors deems relevant.

Re-Purchase of Equity Securities

None.

Securities Authorized for Issuance under Equity Compensation Plan

None other than the issuance of those Bonus Shares issuable by Instadose Canada under the Executive Employment Agreements and Material Independent Consultant Agreements set forth above.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

Prior Issuances and Grants of Instadose Canada Shares

The following Instadose Canada Shares were issued by Instadose Canada during the three-year period prior to the completion of the Plan of Arrangement:

All of the common shares outlined above were issued pursuant to exemptions NI 45-106 2.3 and/or NI 45-106 2.5 of the Canadian securities laws.

ITEM 11. DESCRIPTION OF INSTADOSE SECURITIES

The authorized capital of Instadose Canada consists of an unlimited number of common shares in the authorized share structure of Instadose Canada of which 340,993,096 Instadose Canada Shares are currently issued and outstanding.

The rights, privileges, restrictions, and conditions attaching to the Instadose Canada Shares and director’s authority with respect to the Instadose Canada Shares includes the following:

Dividends

The holders of Instadose Canada Shares shall be entitled to receive dividends if, as and when declared by the Instadose Canada Board, out of the assets of the company properly applicable to the payment of dividends in such amount and payable at such time and at such place or places within or outside Canada as the Directors may from time to time determine. Subject to the rights, if any, of the holders of any other class of shares of Instadose entitled to receive dividends in priority to the Instadose Shares, the Instadose Board may, in its sole discretion, declare dividends on the Instadose Canada Shares to the exclusion of any other class of shares of the company.

Liquidation, Dissolution, Winding-up, etc.

In the event of the liquidation, dissolution, or winding-up of Instadose Canada , or other distribution of property or assets of Instadose Canada among its shareholders for the purpose of winding up its affairs, the holders of Instadose Canada Shares shall be entitled to receive the remaining property and assets of Instadose Canada.

Voting Rights

The holders of the Instadose Canada Shares shall be entitled to receive notice of and to attend and to vote at all meetings of the shareholders of Instadose Canada, and each Instadose Canada Share shall confer the right to one (1) vote in person or by proxy at all meetings of shareholders of Instadose Canada.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Instadose Canada has entered indemnity agreements with all of its officers and directors. Pursuant to the indemnity agreements, Instadose Canada agreed to indemnifies the officers and directors from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the indemnified party in respect of any civil, criminal, administrative, investigative or other proceeding in which the indemnified party is involved because of the indemnified party acting or having acted in their capacity as a director or officer of Instadose Canada or, at Instadose Canada’s request, as a director or officer, or in a similar capacity, of any other entity.

In respect of any action by or on behalf of Instadose Canada or of an other entity to procure a judgment in its favour to which the indemnified party is made a party because of the indemnified party acting or having acted in an indemnified capacity, Instadose Canada will, at the indemnified party’s request, apply to a court of competent jurisdiction for approval to indemnify the indemnified party against all costs reasonably incurred by the indemnified party in connection with that action, as well as for approval to advance money to the indemnified party under other terms of the indemnity agreement.

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information provided below in Item 9.01 of this Current Report on Form 8-K is incorporated by reference into this Item 13.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DICLOSURE

None.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

The information provided below in Item 9.01 of this Current Report on Form 8-K is incorporated by reference into this Item 15.

END OF FORM 10 DISCLOSURE

Item 3.02 Unregistered Sales of Equity Securities. On December 31, 2021, the Registrant issued 456,930,654 shares of common stock to the Instadose Canada shareholders to be held at the Computershare Investor Services Inc. as Depository until the terms of the Depository Agreement dated August 30, 2021 allow for the transfer to the Instadose Canada shareholders. Of those 456,930,654 shares of common stock, 30,739,511, were issued to affiliates and were deemed to be restricted subject to the resale provisions of Rule 145(d) of the Securities Act of 1933.

Item 5.01 Changes in Control of Registrant

The disclosures set forth in Item 3.02 is incorporated by reference into this Item 5.01.

As a result of the issuances above, a change in control has occurred.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Simultaneously with the closing of the Plan of Arrangement on December 31, 2021, the Board of Directors appointed the following individuals:

The biographies for the above officers and directors are set forth in Item 2.01(f).

Immediately upon appointment of the above individuals, the Registrant accepted the resignation of Terry Wilshire from the Board of Directors and all management positions he had held with the Registrant including that of President, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The Registrant also accepted the resignation of Robert Dickenson from the Board of Directors and all management positions he held with the Registrant including Vice President.

Item 5.03. Change in Fiscal Year

The Board of Directors of the Registrant voted to change the Registrant’s fiscal year end to May 31^st in order to align it with the fiscal year end of its subsidiary Instadose Canada. The Board of Directors of the Registrant approved this change on December 27, 2021.

Item 5.06. Change in Shell Company Status

Prior to the closing of the Plan of Arrangement, as described in Item 2.01 above, we were a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the closing of the Plan of Arrangement, we have ceased to be a shell company. The information contained in this Report, together with the information contained in our Current Reports on Form 8-K, as filed with the SEC, constitute the current “Form 10 Information” necessary to satisfy the conditions contained in Rule 144(i)(2) under the Securities Act.

Item 8.01 Other Events

On December 30, 2021, Michael Deluca, individual and on behalf of all others similarly situated filed a class action complaint in the United States District Court, Eastern District of Virginia Case #2:21-cv-00675 against the Registrant and Terry Wilshire, its Chief Executive Officer. The complaint alleges violations of Section 10(b) of the Exchange Act and 10(b)5 promulgated thereunder, violations of Section 20(a) of the Exchange Act against Wilshire.

The plaintiff seeks judgment as follows:

(i)Determining that the instant action may be maintained as a class action under Rule 23 of the Federal Rules of Civil Procedure, and certifying Plaintiff as the Class representative;

(ii) Requiring Defendants to pay damages sustained by Plaintiff and the Class by reason of the acts and transactions alleged herein;

(iii) Awarding Plaintiff and the other members of the Class prejudgment and post- judgment interest, as well as their reasonable attorneys’ fees, expert fees and other costs; and

(iv) Awarding such other and further relief as the Court may deem just and proper.

The Registrant has obtained counsel to dispute the charges against itself and Mr. Wilshire.

Item 9.01 Financial Statements and Exhibits.

Instadose Pharma Corp. and Subsidiaries

Consolidated Balance Sheets

(In Canadian Dollars)

(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements

Instadose Pharma Corp. and Subsidiaries

Consolidated Statements of Operations

(In Canadian Dollars)

(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements

Instadose Pharma Corp. and Subsidiaries

Consolidated Statements of Changes in Stockholders' Equity (Deficit)

(In Canadian Dollars)

(Unaudited)