Share Price MMJ & HVT, page-5

In the event that:

1. Weed Me has not secured a cultivation licence under the ACMPR ("Cultivation Licence") on or prior to 120 days from the date MMJ provides funding for the Debentures; or

2. the funding to complete the fit out of the Facility to a sufficient standard to secure the Cultivation Licence exceeds C$2.5 million, each Debenture may be converted into Shares (at any time by MMJ) based on a lower agreed valuation.

MMJ has agreed to convert the Debentures into Shares and Warrants on the earlier of Weed Me (a) securing both a cultivation licence and sales licence under the ACMPR (b) completing a listing on a stock exchange or completing a transaction where all of the shareholders of the Company receive shares listed on a stock exchange in exchange for their shares in the Company that values the Company's equity (on a fully diluted basis) at C$20 million or greater; or (c) sale to a third party that values the Company's equity (on a fully diluted basis) at C$20 million or greater.

For every one Share issued on conversion of the Convertible Debenture, MMJ will be issued one Warrant (with an exercise price equal to 150% of the conversion price of the Debentures and an expiry date 3 years from their date of issue).

Further to this, MMJ will be granted an exclusive right of first refusal ("ROFR") to participate in the Company's next equity financing on a first priority basis up to the first C$5 million raised by the Company in the next equity or debt financing following the issue of the Debentures to MMJ in accordance with the agreement.

The issue of the Debentures to MMJ remains subject to conditions including completion of due diligence by MMJ and execution of formal documentation.

We whould be expecting an ann shortly IMO