48North Cannabis Corp. — Capital/Financing Update 2021

Mar 12, 2021

TERM SHEET

48North Cannabis Corp.

BEST EFFORTS OVERNIGHT MARKETED PUBLIC OFFERING OF UNITS – PRELIMINARY TERMS

A preliminary short form prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces except Quebec. The preliminary short form prospectus is still subject to completion. Copies of the preliminary short form prospectus may be obtained from Cantor Fitzgerald Canada Corporation and Cormark Securities Inc.

There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Issuer:	48North Cannabis Corp. (the "Company")
Issued Securities:	Units of the Company (each a "Unit" and the offering of such Units, the "Offering").Each Unit to be comprised of one (1) common share in the capital of the Company(each, a "Common Share") and one (1) Common Share purchase warrant (each wholewarrant, a "Warrant").
Size of Issue:	To be determined in the context of the market, but not less than $5,000,000.
Issue Price:	$0.21 per Unit (the "Issue Price")
Warrants:	Each Warrant shall entitle the holder to purchase one Common Share at $0.26 at anytime on or before the date whichis 24 months after the Closing Date.
Over-AllotmentOption:	The Agents will have an option, exercisable in whole or in part at any time up to up to30 days following the Closing Date (as defined below), to offer up to an additional15% of the Units at the Issue Price on the same terms and conditions as set forth herein.
Syndicate:	Cantor Fitzgerald Canada Corporation ("CFCC") and Cormark Securities Inc.("Cormark") will act as lead Agents and joint bookrunners on behalf of a syndicateof Agents (togetherwith CFCC and Cormark, the "Agents").
Form of Agency:	"Best Efforts Overnight Marketed" offering by way of a short form prospectus, subjectto a mutually acceptable agency agreement.
Jurisdictions:	All provinces except Quebec. The Units will not be offered or sold in the United Statesexcept under Rule 144A or Regulation D or in such other manner as to not requireregistration under the United States Securities Act of 1933, as amended. The Unitsmay also be offered in those jurisdictions outside of Canada and the United States asagreed to by the Company and the Agents provided that no prospectus filing orcomparable obligation arises and the Company does not thereafter become subject tocontinuous disclosure obligations in such jurisdictions.

• Agents' Fees: The Company shall pay the Agents a cash commission ("Commission") equal to 7.0% of the gross proceeds of the Offering plus broker warrants to purchase up to 6.0% of the number of Units sold in the Offering (the "Broker Warrants"). Each Broker Warrant shall entitle the holder thereof to purchase one Unit at the Issue Price at any time on or before the date on which the Warrants issued under the Offering are set to expire.
• Use of Proceeds: The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.
• Listing: Prior to the Closing Date, the Company will obtain all necessary regulatory approvals for the Offering, including TSXV approval of the listing of the Common Shares and Warrants (including the Common Shares and Warrants comprising the Units, the Common Shares issuable upon the exercise of the Warrants, and the Warrants and Common Shares issuable pursuant to the exercise of the Broker Warrants). The Company will use commercially reasonable efforts to cause the Warrants to be listed for trading on the TSXV.

Eligibility for Investment: Eligible under the usual Canadian statutes as well as for RRSPs, RESPs, RRIFs, TFSAs and DPSPs.

Closing Date: On or about March 26, 2021 or such other date as the Company and the Agents mutually agree (the "Closing Date").

• Standstill Period: The Company shall not issue, negotiate or enter into any agreement to sell or issue or announce the issue of, any equity securities of the Company, other than: (i) as contemplated herein; (ii) pursuant to the grant of options or other securities in the normal course pursuant to the Company's employee stock option plan or other equity compensation plan or issuance of securities pursuant to the exercise or conversion, as the case may be, of options or securities of the Company outstanding on the date hereof; or (iii) an issuance of options or securities in connection with a bona fide acquisition by the Company (other than a direct or indirect acquisition, whether by way of one or more transactions, of an entity all or substantially all of the assets of which are cash, marketable securities or financial in nature or an acquisition that is structured primarily to defeat the intent of this provision), for a period of 90 days following the Closing Date (the "Expiry Date"), without the prior written consent of CFCC and Cormark, on behalf of the Agents, such consent not to be unreasonably withheld.
• Insider Lock-Ups: As a condition precedent to the Agents' obligation to close the Offering, all directors and senior officers of the Company shall execute and deliver written undertakings in favour of the Agents agreeing not to sell, transfer, pledge, assign, encumber or otherwise dispose of any securities of the Company owned, directly or indirectly, by such directors or senior officers, until the Expiry Date, without the prior written consent of CFCC and Cormark, on behalf of the Agents, such consent not to be unreasonably withheld, and subject to certain customary exceptions.

Hold Period: In the United States, the Units will be "restricted securities" as defined in Rule 144 or Regulation D under the United States Securities Act of 1933, as amended.