48North Cannabis Corp. - Capital/Financing Update 2021

A copy of this amended and restated preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada, other than Quebec, but has not yet become final for the purpose of the sale of securities. Information contained in this amended and restated preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes an offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws, and, subject to certain exemptions, may not be offered or sold in the "United States" or to, or for the account or benefit of, "U.S. Persons" (as such terms are defined in Regulation S under the 1933 Act). See "Plan of Distribution". This short form prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities within the United States or to U.S. Persons.

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of 48North Cannabis Corp. at 257 Adelaide Street West, Suite 500, Toronto, Ontario, Canada, M5H 1X9 , by telephone at 416-639-5891, ext. 304, and are also available electronically at www.sedar.com.

AMENDED AND RESTATED PRELIMINARY SHORT FORM PROSPECTUS AMENDING AND RESTATING THE PRELIMINARY SHORT FORM PROSPECTUS DATED MARCH 11, 2021

NEW ISSUE

March 16, 2021

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48NORTH CANNABIS CORP.

Minimum Offering: $4,200,000 (20,000,000 Units) Maximum Offering: $5,040,000 (24,000,000 Units) $0.21 per Unit

This amended and restated preliminary short form prospectus (the " Prospectus ") qualifies the distribution of a minimum of 20,000,000 (the " Minimum Offering ") and a maximum of 24,000,000 (the " Maximum Offering ") units (the " Units "), each Unit consisting of one (1) common share (each, a " Unit Share ") in the capital of 48North Cannabis Corp. (" 48North " or the " Company ") and one (1) transferable common share purchase warrant (a " Warrant "), at an offering price of $0.21 per Unit (the " Offering Price ") for aggregate gross proceeds of $4,200,000 in the case of the Minimum Offering and aggregate gross proceeds of $5,040,000 in the case of the Maximum Offering (the " Offering "). Each Warrant will entitle the holder thereof to purchase one (1) additional common share (a " Warrant Share ") in the capital of the Company

(ii)

at an exercise price of $0.26 per Warrant Share for a period of 24 months from the date of closing of the Offering. See " Plan of Distribution " and " Description of Securities Being Distributed ".

The Offering is being made on a "best efforts" overnight marketed basis pursuant to an agency agreement (the " Agency Agreement ") to be entered into between the Company, Cantor Fitzgerald Canada Corporation, and Cormark Securities Inc., each as lead agent and joint bookrunner (collectively, the " Lead Agents ") pursuant to which the Lead Agents may syndicate the Offering to a selling group or sub-agents (together with the Lead Agents, the " Agents "). The Offering Price was determined by negotiation between the Company and the Lead Agents. The Units will be offered in each of the provinces of Canada other than Quebec (the " Offering Jurisdictions "). See " Plan of Distribution ".

The common shares of the Company (the " Common Shares ") are currently listed for trading on the TSX Venture Exchange (the " TSXV ") under the symbol "NRTH". On March 15, 2021, the last trading day on the TSXV before the filing of this Prospectus, the closing price of the Common Shares on the TSXV was $0.23.

Per Unit Minimum Offering(3)(4) Maximum Offering(3)(4)	Price to the Public $0.21 $4,200,000 $5,040,000	Agents' Commission(1) $0.0147 $294,000 $352,800	Net Proceeds to the Company(2)
			$0.1953 $3,906,000 $4,687,200

Notes:

(1) The Company has agreed to: (i) pay the Agents a cash commission (the " Agents' Fee ") representing 7% of the gross proceeds raised under the Offering, including any gross proceeds raised upon the exercise of the Over-Allotment Option (as defined herein); and (ii) issue to the Agents purchase warrants (each, a " Broker Warrant ") entitling the Agents to acquire that number of Units equal to 6% of the number of Units sold under the Offering, including any Additional Units (as defined herein) issued upon the exercise of the Over-Allotment Option. Each Broker Warrant entitles the holder to purchase one Unit (a " Broker Unit ") at the Offering Price for a period of 24 months after the closing of the Offering. Each Broker Unit consists of one (1) Common Share (a “ Broker Unit Share ”) and one (1) Common Share purchase warrant (a “ Broker Unit Warrant ”), with each Broker Unit Warrant being exercisable into one (1) Common Share (a “ Broker Unit Warrant Share ”) at a price of $0.26 for a period of 24 months from the date of Closing. The issuance of the Broker Warrants is qualified by this Prospectus. See " Plan of Distribution ".
(2) After deducting the Agents' Fee, but before deducting the expenses of the Offering (including the fees and expenses of legal counsel to the Agents), estimated to be $350,000, which, together with the Agents' Fee, will be paid by the Company from the proceeds of the Offering. See " Use of Proceeds ".
(3) The Company has granted to the Agents an over-allotment option (the " Over-Allotment Option "), exercisable in whole or in part, for a period of 30 days from closing of the Offering, to purchase up to an additional 15% of the Units sold under the Offering at the Offering Price (the " Additional Units ") to cover over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option may be exercisable by the Agents in respect of: (i) Additional Units at the Offering Price; or (ii) additional Common Shares (the " Additional Shares ") at a price of $0.16 per Additional Share; (iii) additional Warrants (the " Additional Warrants ") at a price of $0.05 per Additional Warrant; or (iv) any combination of Additional Units and/or Additional Shares and/or Additional Warrants, so long as the aggregate number of Common Shares and Warrants which may be issued under the Over-Allotment Option does not exceed 3,600,000 Common Shares and 3,600,000 Warrants. If the Over-Allotment Option is exercised in full (assuming completion of the Maximum Offering), the total number of Units sold under the Offering will be 27,600,000, the total price to the public will be $5,796,000, the total Agents' Fee will be $405,720, and the total net proceeds to the Company, after deducting the Agents' Fee, but before deducting the estimated expenses of the Offering, will be $5,390,280. A purchaser who acquires Additional Units qualified for distribution under the Prospectus forming part of the Agents' overallocation position acquires those securities under this Prospectus, regardless of whether the Agents' over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See " Plan of Distribution ".
(4) Assumes the Over-Allotment Option is not exercised.

The following table sets out the securities to be issued by the Company to the Agents in connection with the Offering:

	Agents' Position(1)	Maximum Size or Number of Securities Available	Exercise Period or Acquisition Date	Exercise Price
	Over-Allotment Option	3,600,000 Additional Units 3,600,000 Additional Shares	Exercisable for 30 days from closing of the Offering	$0.21 per Additional Unit $0.16 per Additional Share

(iii)

	Agents' Position(1)	Maximum Size or Number of Securities Available	Exercise Period or Acquisition Date	Exercise Price
	Broker Warrants(2)	3,600,000 Additional Warrants 1,656,000 Broker Units	Exercisable for 24 months from closing of the Offering	$0.05 per Additional Warrant $0.21 per Broker Unit

Notes:

(1) Assumes exercise of the Over-Allotment Option in full. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Additional Units issuable upon exercise of the Over-Allotment Option. See " Plan of Distribution ".

(2) Assumes completion of the Maximum Offering. The issuance of the Broker Warrants is qualified by this Prospectus. See " Plan of Distribution ".

Subject to applicable securities legislation, the Agents may effect transactions intended to stabilize or maintain the market price for the Common Shares at levels above those which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

Unless the context otherwise requires, when used herein, all references to: (i) "Units" include: (a) the Additional Units issuable upon exercise of the Over-Allotment Option; and (b) the Broker Units; (ii) all references to "Unit Shares" include: (a) the Additional Shares issuable upon exercise of the Over-Allotment Option; and (b) the Broker Unit Shares issuable upon exercise of the Broker Warrants; (iii) all references to "Warrants" include: (a) the Additional Warrants issuable upon exercise of the Over-Allotment Option; and (b) the Broker Unit Warrants issuable upon exercise of the Broker Warrants; (iv) all references to "Warrant Shares" include: (a) the Common Shares issuable upon exercise of the Additional Warrants; and (b) the Common Shares issuable upon exercise of the Broker Unit Warrants; (v) all references to "Broker Warrants" include the Broker Warrants issuable upon exercise of the Over-Allotment Option; (vi) all references to "Broker Units" include the Broker Units issuable upon exercise of the Broker Warrants issued in connection with the exercise of the Over-Allotment Option; (vii) all references to "Broker Unit Shares" include the Broker Unit Shares forming part of the Broker Units issuable upon exercise of the Broker Warrants issued in connection with the exercise of the Over-Allotment Option; (viii) all reference to "Broker Unit Warrants" include the Broker Unit Warrants forming part of the Broker Units issuable upon exercise of the Broker Warrants issued in connection with the exercise of the Over-Allotment Option; and (ix) all references to "Broker Unit Warrant Shares" include the Broker Unit Warrant Shares issuable upon exercise of the Broker Unit Warrants forming part of the Broker Units issued in connection with the exercise of the Over-Allotment Option.

Provided the Minimum Offering is met, the closing of the Offering is expected to take place on or about March 26, 2021, or such other date as may be agreed upon by the Company and the Agents (the " Closing Date ") but in any event no later than 90 days after the Company receives a final receipt for this Prospectus. If subscriptions for the Minimum Offering have not been received within 42 days following the issuance of a receipt for the final short form prospectus, the Offering will not continue and the subscription proceeds will be returned to subscribers without interest or deduction. See " Plan of Distribution ".

It is expected that the Unit Shares and the Warrants will be issued as non-certificated book-entry securities through CDS Clearing and Depository Services Inc. (" CDS ") or its nominee. Consequently, purchasers of the Unit Shares and the Warrants will receive a customer confirmation from the registered dealer that is a CDS participant from or through which the Unit Shares and the Warrants were purchased and no certificate evidencing the Unit Shares or Warrants will be issued. Registration will be made through the depository services of CDS. Notwithstanding the foregoing, Unit Shares and Warrants sold to "accredited investors" (as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the " 1933 Act ")) will be represented by definitive certificates registered in the names of such purchasers. No

(iv)

person is authorized to provide any information or make any representation in connection with the Offering, other than as contained in this Prospectus. See " Plan of Distribution ".

Investing in the Units involves significant risks. Prospective investors should consider the risk factors described under "Risk Factors" in this Prospectus and in the Company's annual information form dated March 1, 2021 (the "Annual Information Form") incorporated by reference herein and which can be found on SEDAR at www.sedar.com, before purchasing the Units.

The completion of the Offering is subject to the satisfaction of all applicable regulatory approvals, which approvals may not be obtained. The Company intends to apply to list the Unit Shares and Warrants distributed under this Prospectus, and the Warrant Shares issuable upon exercise of the Warrants, on the TSXV. Listing will be subject to the Company fulfilling all of the listing requirements of the TSXV.

There is no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants purchased under this Prospectus. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See " Risk Factors ".

No person has been authorized to give any information other than that contained in this Prospectus, or to make any representations in connection with the Offering made hereby, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

The head and registered office of the Company is located at 257 Adelaide Street West, Suite 500, Toronto, Ontario, M5H 1X9.

GENERAL MATTERS ............................................................................................................................. 1 ABOUT THIS PROSPECTUS, MARKET AND INDUSTRY DATA .................................................. 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ............................. 1 DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 2 MARKETING MATERIALS ................................................................................................................... 4 SUMMARY DESCRIPTION OF BUSINESS ......................................................................................... 4 DESCRIPTION OF SECURITIES BEING DISTRIBUTED ................................................................ 7 CONSOLIDATED CAPITALIZATION ............................................................................................... 10 USE OF PROCEEDS .............................................................................................................................. 11 PLAN OF DISTRIBUTION .................................................................................................................... 12 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ...................................... 16 PRIOR SALES ......................................................................................................................................... 20 RISK FACTORS ...................................................................................................................................... 22 LEGAL MATTERS AND INTEREST OF EXPERTS ........................................................................ 24 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION .................................................. 25 ELIGIBILITY FOR INVESTMENT ..................................................................................................... 25 CERTIFICATE OF THE COMPANY ................................................................................................ 27 CERTIFICATE OF THE AGENTS .................................................................................................... 28

GENERAL MATTERS

In this Prospectus, unless otherwise indicated or the context otherwise requires, the terms "48North" or the "Company" are used to refer to 48North Cannabis Corp. Capitalized terms used in this Prospectus that are not otherwise defined shall have the meanings ascribed to such terms in the Company's Annual Information Form which is incorporated by reference herein.

Unless otherwise indicated, the disclosure in this Prospectus assumes that the Over-Allotment Option will not be exercised.

All dollar amounts are expressed in Canadian dollars unless otherwise indicated.

ABOUT THIS PROSPECTUS, MARKET AND INDUSTRY DATA

Readers should rely only on the information contained or incorporated by reference in this Prospectus and should not rely only on certain parts of the information contained in this Prospectus to the exclusion of the remainder. The Company and the Agents have not authorized anyone to provide the reader with different or additional information. If anyone provides you with additional, different or inconsistent information, including information or statements in articles about the Company or through other forms of media, readers should not rely on it. The information contained on www.48nrth.com is not intended to be included in or incorporated by reference herein and prospective investors should not rely on such information when deciding whether or not to invest in the Units. The Company is not making an offer of the securities described in this Prospectus in any jurisdiction in which the Offering is not permitted. Readers should not assume that the information contained or incorporated by reference in this Prospectus is accurate as of any date other than the date of this Prospectus or the respective dates of the documents incorporated by reference herein, regardless of the time of delivery of this Prospectus or of any sale of the securities pursuant thereto. The Company does not undertake to update the information contained or incorporated by reference herein, except as required by applicable securities laws. Any market data or other industry forecasts used in this Prospectus or the documents incorporated by reference herein were obtained from market research, publicly available information and industry publications. The Company and the Agents believe that these sources are generally reliable but the accuracy and completeness of such information is not guaranteed. Neither the Company nor the Agents have independently verified such information and do not make any representation as to the accuracy of such information.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus includes "forward-looking information" and "forward-looking statements" within the meaning of Canadian securities laws and United States securities laws, respectively (collectively, " forward-looking information "). All information, other than statements of historical facts, included in this Prospectus that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of the Company's businesses, operations, plans and other such matters is forwardlooking information. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes, among others, information regarding: completion of the Offering; and the timing thereof; the amount and intended use of net proceeds from the Offering; the exercise of the Over-Allotment Option and the use of the net proceeds thereof; the listing of the Unit Shares, the Warrants, and the Warrant Shares on the TSXV; expectations regarding future revenues, earnings, capital expenditures and operating and other costs; business strategy and objectives; market trends; the sufficiency of cash and working capital

for future operating activities; expectations for other economic, business, regulatory and/or competitive factors related to the Company or the cannabis industry generally; the anticipated timing for the receipt of licences; anticipated production capacity; and other events or conditions that may occur in the future.

Investors are cautioned that forward-looking information is not based on historical facts but instead is based on reasonable assumptions and estimates of management of the Company at the time they were made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to investing in the Units; discretion in the use of proceeds; the Company's negative cash flow from operations; the ability to raise additional funds; there being no current market for the Warrants; investing in the Warrants being speculative; volatility of the market price for the Common Shares generally; shareholder rights; risk of dilution; operating risks; cannabis production forecasts; cannabis prices; the Company's reliance on the facilities; restrictions on sales and marketing; and TSXV business restrictions as well as the risk factors described under the heading " Risk Factors " in the Annual Information Form.

Risks involving the Offering and the Company are discussed under the heading " Risk Factors " in this Prospectus, the Annual Information Form and other documents incorporated by reference in this Prospectus. Although the Company has attempted to identify important factors that could cause actual results to differ materially from statements contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is made as of the date given and the Company does not undertake any obligation to revise or update any forward-looking information other than as required by applicable law.

To the extent any forward-looking information in this Prospectus, including the documents incorporated by reference herein, constitutes "future-oriented financial information" or "financial outlooks" within the meaning of applicable Canadian securities laws, such information is used by the Company for budgeting and planning purposes and the reader is cautioned that this information may not be appropriate for any other purpose. The reader should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to the risks set out above.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with the various securities commissions in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of 48North Cannabis Corp. at 257 Adelaide Street West, Suite 500, Toronto, Ontario, Canada, M5H 1X9. Toronto, Ontario, M5V 1Z4, by telephone at 416-639-5891, ext. 304, and are also available electronically at www.sedar.com. Information contained or featured on the Company's website shall not be deemed to be part of this Prospectus.

The following documents filed by the Company with the securities commissions or similar authorities in each of the Provinces of Canada, other than Quebec, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the Annual Information Form;
3 -
(b) the audited consolidated financial statements of the Company and the notes thereto as at and for the fiscal years ended June 30, 2020 and 2019, together with the auditor's report thereon (“ Annual Financial Statements ”);
(c) the management’s discussion and analysis of the Company for the year ended June 30, 2020 (“ Annual MD&A ”);
(d) the unaudited condensed interim consolidated financial statements of the Company and the notes thereto as at and for the three and six months ended December 31, 2020 and 2019 (“ Interim Financial Statements ”);
(e) the management’s discussion and analysis of the Company for the three and six months ended December 31, 2020 (“ Interim MD&A ”);
(f) the management information circular of the Company dated November 7, 2019 in connection with the annual and special meeting of shareholders of the Company held on December 17, 2019;
(g) the management information circular of the Company dated November 10, 2020 in connection with the annual meeting of shareholders of the Company held on December 18, 2020;
(h) the material change report of the Company dated November 13, 2020 in respect of the announcement of a brokered private placement financing (“ Private Placement ”); and
(i) the material change report of the Company dated March 16, 2021 in respect of the announcement of the Offering.

A reference herein to this Prospectus also means any and all documents incorporated by reference in this Prospectus. Any document of the type referred to above (excluding confidential material change reports), any business acquisition reports, the content of any news release disclosing financial information for a period more recent than the period for which financial statements are required and certain other disclosure documents as set forth in Item 11.1 of Form 44-101F1 - Short Form Prospectus Distributions of the Canadian Securities Administrators filed by the Company with the securities commissions or similar regulatory authorities in Canada after the date of this Prospectus and prior to the termination of the distribution shall be deemed to be incorporated by reference in this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made .

MARKETING MATERIALS

The template version of the Marketing Materials filed under National Instrument 41-101 – General Prospectus Requirements (" NI 41-101 ") is not part of the Prospectus to the extent that the contents of the template version of the Marketing Materials have been modified or superseded by a statement contained in the Prospectus.

Any template version of the Marketing Materials filed under NI 41-101 after the date of the Prospectus and before the termination of the distribution is deemed to be incorporated into the Prospectus.

SUMMARY DESCRIPTION OF BUSINESS

48North is a vertically integrated cannabis company. The Company primarily operates its cannabis business through two, indirect, wholly-owned subsidiaries, DelShen Therapeutics Corp. (" DelShen ") and Good & Green Corp. (formerly 2599760 Ontario Corp.) (" G&G "), both of which are licenced under the Cannabis Act (Canada) (together with the regulations made thereunder from time to time, the " Cannabis Act "). DelShen is licenced to produce (the " DelShen Cultivation License "), sell (the " DelShen Sales License ") and extract (the " DelShen Processing License ") cannabis pursuant to the Cannabis Act at the DelShen Facility (as defined herein), located near Kirkland Lake, Ontario. G&G is licenced to produce (the “ G&G License ”) and extract (the " G&G Processing License ") cannabis pursuant to the Cannabis Act at the Good House, located in Brantford, Ontario (the " Good House ") and is licenced to produce (the " Good Farm License " and, collectively with the DelShen Cultivation License, the DelShen Sales License, the DelShen Processing License, the G&G License and the G&G Processing License, the “ Licenses ”) cannabis pursuant to the Cannabis Act at G&G’s 100-acre outdoor cannabis production facility, the Good Farm (the " Good Farm ").

The head and registered office of the Company is located at 257 Adelaide Street West, Suite 500, Toronto, Ontario, Canada, M5H 1X9.

The following diagram illustrates the corporate structure and provides the name, the percentage of voting securities owned, directly or indirectly, by the Company and the jurisdiction of incorporation, continuance or formation of the Company’s subsidiaries.

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Facilities

DelShen Facility

The DelShen Facility (the " DelShen Facility ") is located on 800 acres of owned land near Kirkland Lake, Ontario, and is comprised of approximately 40,000 sq. feet of indoor cannabis production, processing space and office space. Management believes that the DelShen Facility has sufficient power and water to support expanded production operations. 48North’s approach to production is to develop unique genetics grown to exacting standards, ensuring customers can count on receiving the highest quality cannabis products.

Cannabis production commenced at the DelShen Facility on June 30, 2017, and DelShen harvested initial crops in November 2017.

Good House

The Good House is located in an industrial area in Brantford, Ontario, and is comprised of approximately 46,000 sq. feet of indoor cannabis production, processing space and office space, as well as 25,000 sq. feet of available space to support pre/post farm production, extraction, labs and manufacturing.

Management believes that the Good House has sufficient power and water to support expanded production operations. The Good House is set up for Good Manufacturing Practices.

Good Farm

The Good Farm is a 100-acre farm located in Brant County, approximately 15 minutes away from the Good House.

48North was one of the first companies in Canada to apply for a cultivation license with Health Canada to permit an outdoor cannabis grow. The Company began seed cultivation in June 2019, and will use the premium, sun-grown, cannabis for retail and next generation products. Production is focused on environmentally friendly and energy efficient cannabis cultivation methods. The Company has received an organic production certification from Clean Green Certified.

In June 2019, the Company completed planting of 10 different cultivars of cannabis seeds at the Good Farm. In October, 2020 the Company successfully completed its second annual harvest at Good Farm. This year’s crop will serve a broad range of uses, including dried flower, full-spectrum oils, and concentrate products.

Licenses

DelShen Licenses

DelShen received the DelShen Cultivation License for the DelShen Facility from Health Canada on February 28, 2017. The DelShen Cultivation License expires on August 26, 2021. On June 22, 2018, DelShen received the DelShen Sales License for the DelShen Facility. The DelShen Sales License expires on August 26, 2021. On September 13, 2018, DelShen received the DelShen Processing License. The DelShen Processing License expires on August 26, 2021.

G&G Licenses

G&G received the G&G License for the Good House from Health Canada on October 12, 2018. The G&G License expires on October 12, 2021. G&G commenced cannabis production at the Good House in October 2018 and harvested initial crops in January 2019.

On March 11, 2019, G&G received the G&G Processing License from Health Canada. The G&G Processing License will enable G&G to extract and process its sun-grown cannabis for next-generation cannabis products from the Good Farm and other sources. The G&G Processing License expires on October 12, 2021.

G&G received the Good Farm License from Health Canada on May 17, 2019. The Good Farm License expires on May 17, 2022. G&G commenced outdoor cannabis production at the Good Farm in June 2019.

Transition of Licenses under the Cannabis Act; Current Licenses

On October 17, 2018, the Cannabis Act and its accompanying regulations, which provided for Canada’s national legalization of recreational cannabis, including much of the provincial and territorial legislation enabled thereunder, came into effect. Pursuant to the transitional provisions of the Cannabis Regulations (the " Cannabis Regulations "), all licenses issued under the Access to Cannabis for Medical Purposes Regulations prior to October 17, 2018, (including the Licenses, as applicable) were deemed equivalent licenses under the Cannabis Act, subject to complying with certain administrative transition requirements involving the Cannabis Tracking and Licensing System (the " CTLS "). For additional information regarding the CTLS, please see “Description of the Business – Industry Overview – Regulatory Framework of Medical and Recreational Cannabis in Canada under the Cannabis Act – Cannabis Tracking and Licensing System” for more information.

Consequently, the Licenses received prior to October 17, 2018 were, upon legalization, deemed to be licenses under the Cannabis Act.

DelShen holds the following licenses under the Cannabis Act:

(a) a standard cultivation license;
(b) a standard processing license; and
(c) a sale license for medical purposes.

G&G holds the following licenses under the Cannabis Act:

(a) a standard cultivation license;
(b) a standard processing license; and
(c) a standard outdoor cultivation license.

Under the Cannabis Regulations, standard cultivation licenses authorize holders to: (i) possess cannabis; (ii) obtain dried cannabis, fresh cannabis, cannabis plants or cannabis plant seeds by cultivating, propagating and harvesting cannabis; (iii) obtain cannabis by altering its chemical or physical properties by any means for the purposes of testing; and (iv) sell cannabis to prescribed parties.

Standard processing licenses authorize holders to: (i) possess cannabis; (ii) produce cannabis, other than obtain it by cultivating, propagating or harvesting it (i.e., produce cannabis oil and other cannabis-infused products by means other than cultivation); and (iii) sell cannabis to prescribed parties.

Sale licenses for medical purposes authorize holders to: (i) possess cannabis products; and (ii) sell cannabis products to prescribed parties. Unlike all other licensees under the Cannabis Act, holders of sale licenses for medical purposes can sell cannabis products to registered patients in accordance with Part 14 of the Cannabis Regulations entitled “Access to Cannabis for Medical Purposes”.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Units

Each Unit consists of one Unit Share and one Warrant. Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one Warrant Share at an exercise price of $0.26 (the " Exercise Price ") for a period of 24 months following the Closing Date (the " Warrant Expiry Date "), after which time the Warrants will expire and be void and of no value. The Warrants will be governed by the terms of a warrant indenture to be dated as of the Closing Date (the " Warrant Indenture ") between the Company and Computershare Trust Company of Canada, as warrant agent thereunder (the " Warrant Agent "). The Warrant Indenture will contain customary adjustment provisions designed to protect the holders of Warrants against dilution upon the occurrence of certain events. No fractional Warrants or Warrant Shares will be issued upon the exercise of any Warrants and no cash or other consideration will be paid in lieu of fractional Warrants or fractional Warrant Shares.

Common Shares

Each Common Share entitles its holder to notice of, and to one vote at, all meetings of shareholders of the Company. Each Common Share carries an entitlement to receive dividends if, as and when declared by the board of directors of the Company. In the event of liquidation, dissolution, or winding-up of the Company, the assets available for distribution to shareholders will be distributed on a pro rata basis, but only after payment of all outstanding debts and subject to the rights of any other class of shares issued by the Company.

The authorized share capital of the Company consists of an unlimited number of Common Shares, of which 199,470,833 Common Shares are issued and outstanding as of the date of this Prospectus.

Warrants

The Warrants will be issued under and governed by the Warrant Indenture to be dated as of the Closing Date and to be entered into between the Company and the Warrant Agent. The following is a summary of the certain anticipated attributes of the Warrants and provisions of the Warrant Indenture. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the terms of the Warrant Indenture, which will be filed by the Company with the applicable Canadian securities regulatory authorities and available under the Company's profile on SEDAR at www.sedar.com following closing of the Offering.

General

The Units will separate into Unit Shares and Warrants immediately following the closing of the Offering. Each Warrant will be transferable and will entitle the holder thereof to acquire one Warrant Share at the

Exercise Price at any time prior to 5:00 p.m. (Toronto time) on the Warrant Expiry Date, subject to adjustment in certain customary events and to acceleration, after which time the Warrants will expire.

The Company will appoint the principal transfer office of the Warrant Agent in Toronto, Ontario as the location at which the Warrants may be surrendered for exercise, transfer or exchange. Under the Warrant Indenture, the Company may, subject to applicable law, purchase by private contract or otherwise, any of the Warrants then outstanding, and any Warrants so purchased will be cancelled.

The Warrant Indenture will provide for adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise price per Warrant Share upon the occurrence of certain events, including:

(a) the issuance of Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all of the holders of the Common Shares by way of a stock dividend or other distribution (other than a dividend in the ordinary course or a distribution of Common Shares upon the exercise of any Warrants or options outstanding as of the date of the Warrant Indenture);
(b) the subdivision, redivision or change of the Common Shares into a greater number of Common Shares;
(c) the consolidation, reduction or combination of the Common Shares into a lesser number of Common Shares;
(d) the issuance to all or substantially all of the holders of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per share to the holder (or at an exchange or conversion price per share) of less than 95% of the "Current Market Price" (" Current Market Price " will be defined in the Warrant Indenture as the volume weighted average trading price per Common Share on the TSXV for the 20 consecutive trading days ending immediately prior to such record date); and
(e) the issuance or distribution to all or substantially all of the holders of the Common Shares of securities of any class, rights, options or warrants to subscribe for or purchase Common Shares or securities exchangeable or convertible into any Common Shares (other than a "rights offering" pursuant to (d) above), evidences of indebtedness or any property or other assets.

The Warrant Indenture will also provide for adjustment in the class and/or number of securities issuable upon the exercise of the Warrants and/or exercise price per security in the event of the following additional events:

(a) reclassifications of the Common Shares or a capital reorganization of the Company (other than as described above);
(b) consolidations, amalgamations, arrangements or mergers of the Company with or into any other corporation or other entity (other than consolidations, amalgamations, arrangements or mergers which do not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares); or
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(c) the sale, conveyance or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity.

No adjustment in the Exercise Price or the number of Warrant Shares issuable upon the exercise of the Warrants will be required to be made unless the cumulative effect of such adjustment or adjustments would result in a change of at least 1% in the Exercise Price.

The Company will covenant in the Warrant Indenture that, during the period in which the Warrants are exercisable, it will give notice to the Warrant Agent and to the holders of the Warrants of certain stated events, including events that would result in an adjustment to the Exercise Price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least 14 days prior to the record date or effective date of such event.

No fractional Warrant Shares will be issuable upon the exercise of any Warrants and no cash or other consideration will be paid in lieu of fractional Warrant Shares. Holders of Warrants will not have any voting or pre-emptive rights or any other rights which a holder of Common Shares would have.

The Warrant Indenture will provide that, from time to time, the Company and the Warrant Agent may amend or supplement the Warrant Indenture for certain purposes, without the consent of the holders of the Warrants, including curing defects or inconsistencies or making any change that does not adversely affect the rights of any holder. Any amendment or supplement to the Warrant Indenture that would adversely affect the interests of the holders of Warrants may only be made by "extraordinary resolution", which will be defined in the Warrant Indenture as a resolution either: (i) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 20% of the aggregate number of the then outstanding Warrants (unless such meeting is adjourned to a prescribed later date due to the lack of quorum) and passed by the affirmative vote of not less than 66⅔% of the aggregate number of all the then outstanding Warrants represented at the meeting; or (ii) adopted by an instrument in writing signed by the holders of Warrants representing not less than 66⅔% of the aggregate number of all the then outstanding Warrants.

The Warrants and the Warrant Shares issuable upon the exercise of the Warrants have not been and will not be registered under the 1933 Act or any state securities laws. The Warrants may not be exercised by, or on behalf of, a person in the United States or a U.S. person, nor will any certificates representing the Warrant Shares issuable upon exercise of the Warrants be registered or delivered to an address in the United States, unless an exemption from the registration requirements of the 1933 Act and any applicable state securities laws is available and the Company has received an opinion of counsel of recognized standing or other evidence to such effect in form and substance satisfactory to the Company.

Broker Warrants

As additional consideration for the Agents' services to the Company in connection with the Offering, the Agents will receive Broker Warrants to purchase that number of Broker Units equal to 6% of the number of Units sold under the Offering, including any Additional Units issued upon the exercise of the OverAllotment Option. Each Broker Warrant is exercisable into one Broker Unit at the Offering price for a period of 24 months after the closing of the Offering. Each Broker Unit will consist of one Broker Unit Share and one Broker Unit Warrant, with each Broker Unit Warrant being exercisable into one Broker Unit Warrant Share at the Exercise Price until the Warrant Expiry Date. The issuance of the Broker Warrants is qualified by this Prospectus. See " Plan of Distribution ". The terms governing the Broker Warrants will be set out in the certificates representing the Broker Warrants and will include, among other things, customary provisions for the appropriate adjustment of the number of the Broker Unit Shares and Broker Unit Warrant Shares issuable pursuant to any exercise of the Broker Warrants and Broker Unit Warrants upon the

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occurrence of certain events including any subdivision, consolidation, or reclassification of the Common Shares of the Company, any capital reorganization of the Company, or any merger, arrangement, consolidation, or amalgamation of the Company with another corporation or entity as well as customary amendment provisions. The Broker Warrants will be non-transferable. The Agents, as holders of the Broker Warrants will not have any voting rights or other rights attached to the Common Shares until the Broker Warrants are exercised as provided for in the certificates representing the Broker Warrants.

CONSOLIDATED CAPITALIZATION

There have not been any material changes in the share capital of the Company since December 31, 2020, the date of the Interim Financial Statements, other than:

The issuance of 600,000 Common Shares at a price of $0.60 per share pursuant to the vesting of RSU's that were outstanding as at December 31, 2020.
The issuance of 40,000 Common Shares at a price of $0.71 per share pursuant to the vesting of RSU's that were outstanding as at December 31, 2020.
The issuance of 33,333 Common Shares at a price of $0.71 per share pursuant to the vesting of RSU's that were outstanding as at December 31, 2020.

After giving effect to the Offering, an additional 20,000,000 Common Shares will be issued and outstanding in the event that the Minimum Offering is completed, or an additional 24,000,000 Common Shares will be issued and outstanding in the event that the Maximum Offering is completed, or an additional 27,600,000 Common Shares will be issued and outstanding in the event that the Over-Allotment Option is exercised in full.

As of the date hereof 199,470,833 Common Shares are issued and outstanding. Assuming completion of the Maximum Offering, there will be 223,470,833 Common Shares issued and outstanding (or up to a maximum of 227,070,833 Common Shares, if the Over-Allotment Option is exercised in full).

The following table sets forth the consolidated capitalization of the Company as at December 31, 2020, the date of the Interim Financial Statements, adjusted to give effect to the Offering and exercise of the OverAllotment Option. This table should be read in conjunction with the Interim Financial Statements and Interim MD&A that are incorporated by reference in this Prospectus:

Shareholder's Equity .................................. Common Shares ....................................... Warrants .................................................. Restricted Share Units ............................. Stock Options ........................................... Fully Diluted Issued and Outstanding ........		As at December 31, 2020 before giving effect to the Offering $42,944 198,797,500 34,475,130 896,667 12,051,560	As at December 31, 2020 after giving effect to the Minimum Offering $42,944 218,797,500 55,675,130 896,667 12,051,560	As at December 31, 2020 after giving effect to the Maximum Offering $42,944 222,797,500 59,915,130 896,667 12,051,560	As at December 31, 2020 after giving effect to the Maximum Offering, assuming exercise of Over-Allotment Option in full $42,944 226,397,500 63,731,130 896,667 12,051,560
		246,220,857	287,420,857	295,660,857	303,076,857

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USE OF PROCEEDS

The Offering will not be completed and the subscription proceeds will not be advanced to the Company unless the Minimum Offering has been raised. In the event that the Minimum Offering is completed, the net proceeds to the Company from the Offering will be approximately $3,556,000, after deducting the Agents' Fee, and the estimated expenses of the Offering (estimated to be approximately $350,000 ). In the event that the Maximum Offering is completed the net proceeds to the Company from the Offering will be approximately $4,337,200, after deducting the Agents' Fee, and the estimated expenses of the Offering (estimated to be approximately $350,000). If the Over-Allotment Option is exercised in full the net proceeds to the Company from the Offering will be approximately $5,040,280, after deducting the Agents' Fee, and the estimated expenses of the Offering (estimated to be approximately $350,000).

The following is an approximate breakdown of the proposed use of the proceeds:

Use of Proceeds Working Capital Purposes	Amount Allocated(1)(2)	Amount Allocated(1)(2)
	Minimum Offering $	Maximum Offering
		$

Notes:

(1) Based on anticipated net proceeds of the Offering.

(2) If the Over-Allotment Option is exercised in full, the additional net proceeds from the exercise of the Over-Allotment Option will be allocated to general corporate and working capital purposes.

The Company had a negative operating cash flow for the financial years ended June 30, 2020 and June 30, 2019 and the three and six months ended December 31, 2020. To the extent that the Company has negative cash flow in any future period, the Company will use its cash balance of approximately $4,053,000 as at December 31, 2020, to fund any such negative cash flow, and may be required to use net proceeds from the Offering to fund such negative cash flow. See "Risk Factors – Negative Cash Flow from Operations" .

The Company continues to enjoy robust revenue growth and has completed the planned expansion of its production facilities. The nature of the cannabis industry continues to call for extended cash conversion cycles, as the time from cloning to harvest to packaging, sale and collection can be considerable. In order to continue to fund such revenue growth and operational scale-up and efficiencies at its production facilities the Company expects to use the majority of proceeds to fund near term working capital requirements (inventory, accounts receivable and required payments) in support of such activities. In addition to requiring funds for general working capital purposes, including the working capital necessary for operations, the Company believes it prudent to have capital on hand for new investment opportunities, including investments in product development and expenses associated with the recreational cannabis market as it evolves. While the Company has not identified specific investments or projects it wishes to undertake, the Company believes it to be in its best interests to have access to capital as opportunities arise. This is particularly important given the evolving regulatory landscape for recreational cannabis. The Company believes it may require cash in order to position itself to participate in new opportunities in the recreational cannabis market in a meaningful way, if, and when, new opportunities arise. To the extent the Company requires additional capital, it may raise funds through debt and equity financing in the future. See "Risk Factors – Use of Proceeds" and "Risk Factors – Additional Financing" .

If the Over-Allotment Option is exercised, the Company will receive additional net proceeds of up to approximately $703,080 after deducting the Agents' Fee. The net proceeds from the exercise of the OverAllotment Option, if any, are expected to be added to general working capital.

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The Company intends to spend the funds available to it as stated above. However, there may be circumstances where, for sound business reasons, a reallocation of the net proceeds may be necessary. The actual amount that the Company spends in connection with each of the intended uses of proceeds will depend on a number of factors, including those referred to under "Risk Factors" in this Prospectus and in the Annual Information Form.

PLAN OF DISTRIBUTION

The Company has engaged the Agents pursuant to the Agency Agreement to offer for sale to the public on a “best efforts” agency basis without underwriter liability, and the Company has agreed to issue and sell 20,000,000 Units in the case of the Minimum Offering and up to 24,000,000 Units in the case of the Maximum Offering at a price of $0.21 per Unit for aggregate gross proceeds of $4,200,000 in the case of the Minimum Offering and $5,040,000 in the case of the Maximum Offering, payable in cash to the Company against delivery of the Units subject to the terms and conditions of the Agency Agreement. The Offering Price was determined by arm’s length negotiation between the Company and the Lead Agents, on behalf of the Agents, with reference to the prevailing market price of the Common Shares. The obligations of the Agents under the Agency Agreement are several (and not joint or joint and several), are subject to certain closing conditions and may be terminated at their discretion on the basis of “material change out”, “disaster out”, “regulatory out”, “market out”, “breach out” and “due diligence out” provisions in the Agency Agreement and may also be terminated upon the occurrence of certain other stated events. The Agents are not obligated to purchase any Units under the Agency Agreement.

The Company has granted to the Agents the Over-Allotment Option, exercisable in whole or in part, for a period of 30 days from closing of the Offering, to purchase the Additional Units, not to exceed 15% of the aggregate number of Units sold pursuant to the Offering, on the same terms and conditions as the Offering, for the purpose of covering over-allotments, if any, and for market stabilization purposes. The OverAllotment Option may be exercisable by the Agents in respect of: (i) Additional Units at the Offering Price; (ii) Additional Shares at a price of $0.16 per Additional Share; (iii) Additional Warrants at a price of $0.05 per Additional Warrant; or (iv) any combination of Additional Units and/or Additional Shares and/or Additional Warrants, so long as the aggregate number of Common Shares and Warrants which may be issued under the Over-Allotment Option does not exceed 3,600,000 Common Shares and 3,600,000 Warrants. If the Over-Allotment Option is exercised in full, the total number of Units sold under the Offering will be  , the total price to the public will be $  , the total Agents' Fee will be $  , and the total net proceeds to the Company, after deducting the Agents' Fee, but before deducting the estimated expenses of the Offering, will be $  . A purchaser who acquires Additional Units qualified for distribution under the Prospectus forming part of the Agents' over-allocation position acquires those securities under this Prospectus, regardless of whether the Agents' over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

In consideration for the services provided by the Agents in connection with the Offering, and pursuant to the terms of the Agency Agreement, the Company has agreed to pay the Agents the Agents’ Fee equal to 7% of the gross proceeds from the Offering (including any gross proceeds raised on exercise of the OverAllotment Option). The aggregate Agents' Fee payable to the Agents by the Company in consideration for their services in connection with the Offering is expected to be $294,000 in the case of the Minimum Offering and $352,800 in the case of the Maximum Offering. Subscriptions for Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice.

The Agents will also receive Broker Warrants to purchase that number of Broker Units equal to 6% of the number of Units sold under the Offering, including any Additional Units issued upon the exercise of the

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Over-Allotment Option. Each Broker Warrant is exercisable into one Broker Unit at the Offering price for a period of 24 months after the closing of the Offering. Each Broker Unit will consist of one Broker Unit Share and one Broker Unit Warrant, with each Broker Unit Warrant being exercisable into one Broker Unit Warrant Share at the Exercise Price until the Warrant Expiry Date. The issuance of the Broker Warrants is qualified by this Prospectus.

The Agents, as holders of the Broker Warrants will not have any voting rights or other rights attached to the Common Shares until the Broker Warrants are exercised as provided for in the certificates representing the Broker Warrants.

The Company intends to apply to list the following securities on the TSXV: (i) the Unit Shares comprising part of the Units; (ii) the Warrants; (iii) the Warrant Shares issuable upon exercise of the Warrants; (iii) the Additional Shares comprising part of the Additional Units; (iv) the additional Warrants; (v) the additional Warrant Shares issuable upon exercise of the Additional Warrants; (v) the Broker Unit Shares issuable upon exercise of the Broker Warrants; (vi) the Broker Unit Warrants issuable upon exercise of the Broker Warrants; and (vii) the Broker Unit Warrant Shares compromising part of the Broker Unit Warrants. Listing will be subject to the Company fulfilling all of the listing requirements of the TSXV.

Pursuant to the terms of the Agency Agreement, the Company has agreed to reimburse the Agents for certain expenses incurred in connection with the Offering and to indemnify the Agents and their directors, officers, employees, and agents against certain liabilities and expenses and to contribute to payments the Agents may be required to make in respect thereof.

The Offering is being made in the Offering Jurisdictions. The Units will be offered in each of the relevant provinces through those Agents or their affiliates who are registered to offer the Units for sale in such provinces and such other registered dealers as may be designated by the Agents. Subject to applicable law, the Agents may offer the Units in such other jurisdictions outside of Canada and the United States as agreed between the Company and the Agents.

The Units, the Unit Shares and Warrants comprising the Units, any Additional Units, and any Additional Shares and/or Additional Warrants, have not been and will not be registered under the 1933 Act, or any U.S. state securities laws, and accordingly may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, persons in the "United States" or "U.S. Persons" (as such terms are defined in Regulation S under the 1933 Act), except in transactions exempt from the registration requirements of the 1933 Act and applicable U.S. state securities laws. Each Agent will agree that, except as permitted by the Agency Agreement and as expressly permitted by applicable U.S. federal and state securities laws, it will not offer or sell the Units, the Unit Shares and Warrants comprising the Units, any Additional Units, and any Additional Shares and/or Additional Warrants at any time to, or for the account or benefit of, persons in the United States or U.S. person as part of its distribution. The Agency Agreement provides that the Agents may offer Units, Unit Shares and Warrants comprising the Units, Additional Units, Additional Shares and/or Additional Warrants for sale by the Company to, or for the account or benefit of, persons in the United States and U.S. Persons that are "accredited investors" (as such term is defined in Rule 501(a) of Regulation D under the 1933 Act (" U.S. Accredited Investors ") or "qualified institutional buyers" (as such term is defined in Rule 144A under the 1933 Act) that are also U.S. Accredited Investors (" Qualified Institutional Buyers "), provided that such transactions are made in compliance with Rule 506(b) of Regulation D under the 1933 Act and in compliance with applicable U.S. state securities laws. The Agency Agreement also provides that offers and sales of Units, Unit Shares and Warrants comprising the Units, Additional Units, Additional Shares and/or Additional Warrants outside the United States to non-U.S. Persons may be made only in transactions in compliance with Rule 903 of Regulation S under the 1933 Act.

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In addition, until 40 days after the commencement of the Offering, an offer or sale of the Units, Unit Shares and Warrants comprising the Units, Additional Units, Additional Shares and/or Additional Warrants offered hereby within the United States by a dealer (whether or not participating in the Offering) may violate the registration requirements of the 1933 Act unless such offer or sale is made pursuant to an exemption from the registration requirements of the 1933 Act. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Units to, or for the account or benefit of, a person in the United States or a U.S. person.

Pursuant to the Agency Agreement, until 90 days following the Closing Date (the “ Expiry Date ”), without the written agreement of the Lead Agents, such consent not to be unreasonably withheld or delayed, the Company will agree that, it will not authorize, issue or sell, or agree to authorize, issue or sell, any Common Shares or securities convertible or exchangeable into Common Shares, other than pursuant to: (a) the Offering; (b) the grant of stock options, the issue of shares or other securities in the normal course pursuant to any stock option plan or other incentive plan of the Company existing on the closing of the Offering; (c) 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); (d) upon the conversion, exercise or exchange of convertible, exercisable or exchangeable securities or other arrangements or agreements (other than stock options) existing on the Closing Date; and (e) the exercise of stock options or vesting of securities existing or subsequently granted as permitted above.

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 Lead Agents, on behalf of the Agents, such consent not to be unreasonably withheld, and subject to certain customary exceptions.

Pursuant to policy statements of certain Canadian securities regulators, the Agents may not, throughout the period of distribution under this Prospectus, bid for or purchase Common Shares. The foregoing restriction is subject to certain exceptions, including: (a) a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market making activities, (b) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of the distribution, provided that the bid or purchase was for the purpose of maintaining a fair and orderly market and not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, such securities, or (c) a bid or purchase to cover a short position entered into prior to the commencement of a prescribed restricted period. Consistent with these requirements, and in connection with this distribution, the Agents may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. If these activities are commenced, they may be discontinued by the Agents at any time. The Agents may carry out these transactions on the TSXV, in the over-the-counter market or otherwise.

Subscriptions will be received subject to rejection or allotment in whole or in part and the Agents reserve the right to close the subscription books at any time without notice. Subject to the Minimum Offering being met, closing of the Offering is expected to take place on or about March 26, 2021, or such other date as the Company and the Agents may agree, but in no event later than the date that is 42 days after the date of the receipt for the final short form prospectus or such other times as may be permitted by applicable securities legislation and consented to by persons or companies who subscribed within that period and the Agents. Pending closing of the Offering, all subscription funds will be deposited and held by the Agents in trust

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under the terms and conditions of the Agency Agreement, except for the subscription funds of certain President's List purchasers delivered directly to the Company. If the Minimum Offering is not achieved or the Closing Date does not occur within 42 days from the date a receipt is issued for the final short form prospectus or such other time as may be permitted by applicable securities legislation and consented to by persons or companies who subscribed within that period and the Agents, the Offering will be discontinued and all subscription monies will be returned to subscribers without interest, set-off or deduction.

The Warrants will be created and issued pursuant to the terms of the Warrant Indenture between the Company and the Warrant Agent. Each Warrant will entitle the holder to purchase one Warrant Share at the Exercise Price prior to the Warrant Expiry Date, after which time the Warrants will expire and be void and of no value. The Warrant Indenture will contain customary adjustment provisions designed to protect the holders of Warrants against dilution upon the occurrence of certain events. No fractional Warrant Shares will be issued upon the exercise of any Warrants and no cash or other consideration will be paid in lieu of fractional Warrant Shares. See " Description of Securities Being Distributed ".

Holders of Warrants will not as such have any voting right or other right attached to the Warrant Shares until the Warrants are duly exercised as provided for under the Warrant Indenture and the Warrant Shares are issued.

It is expected that the Unit Shares and the Warrants will be issued as non-certificated book-entry securities through CDS or its nominee. Consequently, purchasers of the Unit Shares and the Warrants will receive a customer confirmation from the registered dealer that is a CDS participant from or through which the Unit Shares and the Warrants were purchased and no certificate evidencing the Unit Shares or Warrants will be issued. Registration will be made through the depository services of CDS. Notwithstanding the foregoing, Warrants sold to U.S. Accredited Investors will be represented by definitive certificates registered in the names of such purchasers. No person is authorized to provide any information or make any representation in connection with the Offering, other than as contained in this Prospectus.

Selling and Transfer Restrictions Outside of Canada

Other than in the Offering Jurisdictions, no action has been taken by the Company or the Agents that would permit a public offering of the Units offered by this Prospectus in any jurisdiction where action for that purpose is required. The Units offered by this Prospectus may not be offered or sold, directly or indirectly, nor may this Prospectus or any other offering material or advertisements in connection with the offer and sale of any Units be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this Prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this Prospectus.

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Units offered by this Prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

The Warrant Indenture will provide that the Warrants will only be exercisable (i) by a holder that is not in the United States, is not a U.S. Person and is not exercising the Warrants for the account or benefit of a U.S. Person or a person in the United States, and did not execute or deliver the notice of exercise in the United States; or (ii) in compliance with an exemption from the registration requirements of the 1933 Act and applicable state securities laws, after providing the Company an opinion of U.S. legal counsel of recognized standing or other evidence, which must be in form and substance satisfactory to the Company, to such effect; provided, however, a Qualified Institutional Buyer or a U.S. Accredited Investor who purchased Units in the Offering to, or for the account or benefit of, persons in the United States or U.S.

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Persons will not be required to deliver an opinion or such evidence in connection with the exercise of Warrants underlying those Units.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary, as of the date hereof, of certain material Canadian federal income tax considerations under the Income Tax Act (Canada) (the " Tax Act ") generally applicable to an investor who acquires Units as the initial and beneficial purchaser pursuant to the Offering and who, for purposes of the Tax Act and at all relevant times, (i) holds the Unit Shares and Warrants, and any Warrant Shares received on the exercise of Warrants, as capital property, (ii) deals at arm's length with the Company and the Agents and (iii) is not affiliated with either the Company or the Agents (a " Holder "). For purposes of this summary, references to "Shares" include Unit Shares and Warrant Shares unless otherwise indicated. Generally, the Shares and Warrants will be considered to be capital property to a Holder unless they are held or acquired in the course of carrying on a business or as part of an adventure or concern in the nature of trade.

This summary is not applicable to: (i) a Holder that is a "financial institution", as defined in the Tax Act for purposes of the mark-to-market rules, (ii) a Holder an interest in which would be a "tax shelter investment" as defined in the Tax Act, (iii) a Holder that is a "specified financial institution" as defined in the Tax Act, (iv) a Holder that has made an election under section 261 of the Tax Act to determine its Canadian tax results in a foreign currency, (v) a Holder that is exempt from tax under Part I of the Tax Act, (vi) a Holder that has entered into or will enter into a "derivative forward agreement", "dividend rental arrangement" or "synthetic disposition arrangement" under the Tax Act with respect to relevant securities, or (vii) a Holder that is otherwise of special status or in special circumstances. This summary also does not address the possible application of the "foreign affiliate dumping" rules that may be applicable to a Holder that is a corporation resident in Canada (for the purposes of the Tax Act) and is or becomes (or does not deal at arm's length with a corporation resident in Canada that is or that becomes), as part of a transaction or event or series of transactions or events that includes the acquisition of the Units or any Warrant Shares, controlled by a non-resident person (including an individual, corporation or trust) or a group of non-resident persons (including any combination of individuals, corporations and/or trusts) that do not deal with each other at arm's length for purposes of the relevant rules in the Tax Act. All of the foregoing Holders should consult their own tax advisors with respect to all tax consequences of the Offering.

This summary is based on the facts set out in this Prospectus, the assumptions set out herein, the current provisions of the Tax Act and the regulations thereunder (" Regulations "), all specific proposals to amend the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) (" Tax Proposals ") before the date of this Prospectus, our understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency published in writing prior to the date hereof, and the current provisions of the Canada – United States Tax Convention (1980), as amended (the " U.S. Treaty "). No assurance can be given that the Tax Proposals will be enacted in the form proposed or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Tax Proposals, does not take into account or anticipate any changes in law, the U.S. Treaty, or administrative policy or assessing practice, whether by legislative, regulatory, administrative or judicial decision or action, nor does it take into account other federal or any provincial, state, local or foreign tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder, and no representations concerning the tax or other consequences to any particular Holder or prospective Holder are made. The income and other tax consequences of acquiring, holding or disposing of securities will depend on the Holder's particular

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status and circumstances, including the country, province or territory in which the Holder resides or carries on business. This summary does not address the deductibility of interest on any funds borrowed by a Holder to purchase Units. Prospective investors in the Units (including Holders as defined above) should consult their own tax advisors with respect to an investment in the Units having regard to their particular circumstances. Allocation of Cost

The total purchase price of a Unit to a Holder must be allocated on a reasonable basis between the Unit Share and the Warrant comprising such Unit to determine the cost of each to the Holder for purposes of the Tax Act. For its purposes, the Company intends to allocate $0.16 of the Offering Price for a Unit as consideration for the issue of each Unit Share and $0.05 of the Offering Price for a Unit as consideration for the issue of each Warrant. Although the Company believes that its allocation is reasonable, it is not binding on the Canada Revenue Agency or the Holder. No tax ruling or legal opinion has been requested or obtained in this regard. The Holder's adjusted cost base of the Unit Share comprising a part of each Unit will be determined by averaging the cost of the Unit Share with the adjusted cost base to the Holder of all Common Shares owned by the Holder as capital property immediately prior to such acquisition.

Exercise of Warrants

No gain or loss will be realized by a Holder upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder's cost of the Warrant Share acquired thereby will be the aggregate of the Holder's adjusted cost base of such Warrant and the exercise price paid by the Holder for the Warrant Share. The Holder's adjusted cost base of the Warrant Share so acquired will be determined by averaging such cost with the adjusted cost base to the Holder of all Common Shares owned by the Holder as capital property immediately prior to such acquisition.

Holders Resident in Canada

This portion of the summary applies to a Holder who, for purposes of the Tax Act and at all relevant times, is or is deemed to be a resident of Canada (a " Resident Holder "). Resident Holders whose Shares do not otherwise qualify as capital property may in certain circumstances make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their Shares and every other "Canadian security" (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years deemed to be capital property. This election does not apply to the Warrants. Resident Holders should consult their own tax advisors with respect to whether the election is available and advisable in their particular circumstances.

Expiry of Warrants

In the event of the expiry of an unexercised Warrant, a Resident Holder generally will realize a capital loss equal to the Resident Holder's adjusted cost base of such Warrant. The tax treatment of capital gains and capital losses is discussed in greater detail below under " Holders Resident in Canada —

Taxation of Capital Gains and Capital Losses".

Dividends on Shares

In the case of a Resident Holder who is an individual, dividends received or deemed to be received on the Shares will be included in computing the Resident Holder's income and, except in the case of certain trusts, will be subject to the gross-up and dividend tax credit rules that apply to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit in respect of

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dividends designated by the Company as "eligible dividends" in accordance with the provisions of the Tax Act. There may be limitations on the Company's ability to designate dividends and deemed dividends as eligible dividends, and the Company has made no commitments in this regard.

Dividends received or deemed to be received on the Shares by a Resident Holder that is a corporation will be required to be included in computing the corporation's income for the taxation year in which such dividends are received, but such dividends will generally be deductible in computing the corporation's taxable income, subject to all restrictions under the Tax Act. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a "private corporation" (as defined in the Tax Act) or a "subject corporation" (as defined in subsection 186(3) of the Tax Act) may be liable under Part IV of the Tax Act to pay a tax (refundable in certain circumstances) on dividends received or deemed to be received on the Shares to the extent that such dividends are deductible in computing the Resident Holder's taxable income for the taxation year.

Dispositions of Shares and Warrants

Upon a disposition or deemed disposition of a Share (other than to the Company) or Warrant (other than on an exercise of the Warrant), a capital gain (or capital loss) will generally be realized by a Resident Holder to the extent that the proceeds of disposition are greater (or less) than the aggregate of the adjusted cost base of such security to the Resident Holder immediately before the disposition and any reasonable costs of disposition. Such capital gain (or capital loss) will be subject to the treatment described in general terms below.

Taxation of Capital Gains and Capital Losses

Generally, a Resident Holder is required to include in computing income for a taxation year one-half of the amount of any capital gain (a " taxable capital gain ") realized by the Resident Holder in such taxation year. Subject to and in accordance with the rules contained in the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an " allowable capital loss ") realized in a particular taxation year against taxable capital gains realized by the Resident Holder in the year. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition may, in general terms, be carried back and deducted in any of the three preceding taxation years, or carried forward and deducted in any subsequent taxation year, against net taxable capital gains realized in such years, to the extent and subject to the restrictions described in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition or deemed disposition of a Share may be reduced by the amount of any dividends received or deemed to have been received by such Resident Holder on such share, to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns Shares, directly or indirectly. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

A Resident Holder that is throughout the relevant taxation year a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay an additional tax (refundable in certain circumstances) on certain investment income, including taxable capital gains. Such Resident Holders should consult their own tax advisors.

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Alternative Minimum Tax

Capital gains realized and dividends received or deemed to be received by a Resident Holder that is an individual, other than certain specified trusts, may give rise to alternative minimum tax under the Tax Act. Resident Holders should consult their own tax advisors in this regard.

Holders Not Resident in Canada

This section of the summary applies to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty or convention, and at all relevant times, is not, and is not deemed to be, resident in Canada, and does not use or hold, and is not deemed or considered to use or hold, the Shares or Warrants in the course of carrying on a business in Canada (a " Non-Resident Holder "). This section does not apply to a Non-Resident Holder that is (i) an insurer that carries on an insurance business in Canada and elsewhere, (ii) an "authorized foreign bank" (as defined in the Tax Act), or (iii) a "foreign affiliate" (as defined in the Tax Act) of a taxpayer resident in Canada. Such Non-Resident Holders should consult their own tax advisors.

Dividends on Shares

Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder on the Shares will be subject to Canadian withholding tax. The Tax Act imposes withholding tax at a rate of 25% on the gross amount of the dividend, although such rate may be reduced by virtue of an applicable tax treaty. For example, where dividends on the Shares are paid to a Non-Resident Holder that is the beneficial owner of the dividends and is a resident of the United States for the purposes of, and substantiates entitlement to the full benefits of, the U.S. Treaty, the applicable rate of Canadian withholding tax is generally reduced to 15%. Non-Resident Holders should consult their own tax advisors regarding the application of any applicable tax treaty to dividends based on their particular circumstances.

Dispositions of Shares and Warrants

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a Share or a Warrant unless such Share or Warrant, as the case may be, constitutes "taxable Canadian property" (as defined in the Tax Act) to the Non-Resident Holder at the time of disposition and the gain is not exempt from tax pursuant to the terms of an applicable tax treaty between Canada and the Non-Resident Holder's jurisdiction of residence.

Provided the Shares are listed on a "designated stock exchange", as defined in the Tax Act (which currently includes Tiers 1 and 2 of the TSXV) at the time of disposition, the Shares and Warrants will generally not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60-month period immediately preceding the disposition the following two conditions are met concurrently: (a) (i) the Non-Resident Holder, (ii) persons with whom the Non-Resident Holder did not deal at arm's length for purposes of the Tax Act; (iii) partnerships in which the Non-Resident Holder or a person described in (ii) holds a membership interest directly or indirectly through one or more partnerships; or (iv) any combination of the persons and partnerships described in (i) through (iii), owned 25% or more of the issued shares of any class or series of shares of the Company; and (b) more than 50% of the fair market value of the Shares was derived directly or indirectly from one or any combination of: real or immovable property situated in Canada, "Canadian resource properties", "timber resource properties" (each as defined in the Tax Act), and options in respect of, or interests in or for civil law rights in, such properties, whether or not such property exists. Notwithstanding the foregoing, Warrants and Shares may also be deemed to be taxable Canadian property to a Non-Resident Holder under certain other provisions of the Tax Act.

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Non-Resident Holders whose Shares or Warrants may constitute taxable Canadian property should consult their own tax advisors.

PRIOR SALES

Common Shares

The following table summarizes details of Common Shares issued by the Company during the 12-month period prior to the date of this Prospectus:

Date April 16, 2020(1) May 20, 2020(3) May 22, 2020(2) November 4, 2020(4) January 15, 2021(1) January 19, 2021(1) February 9, 2021(1)	Number of Securities 145,000 (4,756,624) 2,900,000 22,767,000 600,000 40,000 33,333	Security Common Shares Common Shares Common Shares Units Common Shares Common Shares Common Shares	Price Per Security
			0.87 0.56 0.295 0.15 0.60 0.71 0.71

Notes:

(1) 1,956,666 Common Shares issued upon the vesting of RSUs.
(2) 2,900,000 Common Shares issued for contingent consideration.
(3) 1,060,368 Common Shares issued in connection with acquisition (net of Common Shares 5,816,992 issued on October 9, 2019 and 4,756,642 Common Shares returned for cancellation on May 20, 2020).
(4) Issued in connection with the November Units and includes underlying common shares.

Warrants

The following table summarizes details of the Warrants granted by the Company during the 12-month period prior to the date of this Prospectus:

Date November 4, 2020 November 4, 2020	Number of Securities 1,138,350 22,767,000	Security Warrants Warrants	Exercise Price Per Security
			$0.15(1) $0.30(2)

Notes:

(1) The warrants will entitle the holder thereof to acquire one Common Share at an exercise price of $0.15 per Common Share for a period of 30 months from the date of issuance, expiring on May 4, 2023.
(2) The warrants will entitle the holder thereof to acquire one Common Share at an exercise price of $0.30 per Common Share for a period of 30 months from the date of issuance, expiring on May 4, 2023.

Stock Options

The following table summarizes details of the stock options granted by the Company during the 12-month period prior to the date of this Prospectus.

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Date(1) April 22, 2020 May 21, 2020 July 27, 2020 August 4, 2020 September 28, 2020 November 9, 2020 December 3, 2020 March 4, 2021	Number of Securities 1,000,000 811,000 500,000 50,000 7,000 4,290,000 75,000 1,020,500	Security Stock Option Stock Option Stock Option Stock Option Stock Option Stock Option Stock Option Stock Option	Price Per Security (2)
			$0.150 $0.290 $0.210 $0.200 $0.180 $0.155 $0.170 $0.300

Notes:

(1) Each Stock Option expires three (3) years after its grant date.
(2) Denotes the exercise price of each stock option.

Trading Price And Volume

The Common Shares of the Company are listed on the TSXV under the symbol “NRTH”. The warrants issued under the Company's prospectus offering of April 2019 (the " April 2019 Prospectus Offering Warrants ") are listed on the TSXV under the symbol “NRTH.WT”.

The following table sets out the high and low trading prices and aggregate volumes of trading of Common Shares on a monthly basis for each month, or part month, where applicable, for the 12-month period before the date of this Prospectus.

Month March, 2020 April, 2020 May, 2020 June, 2020 July, 2020 August, 2020 September, 2020 October, 2020 November, 2020 December, 2020 January, 2021 February, 2021 March 15, 2021	High ($) 0.255 0.2 0.34 0.24 0.235 0.21 0.215 0.195 0.18 0.175 0.26 0.42 0.34	Low ($) 0.08 0.135 0.16 0.19 0.19 0.16 0.15 0.15 0.14 0.13 0.15 0.185 0.205	Close ($) 0.15 0.17 0.225 0.20 0.20 0.18 0.17 0.155 0.165 0.155 0.19 0.285 0.23	Volume Traded
				25,221,201 7,263,679 15,243,159 4,171,348 2,014,968 3,714,043 4,571,543 3,722,242 5,780,397 5,541,335 8,459,981 24,109,776 14,658048

The following table sets out the high and low trading prices and aggregate volumes of trading of the April 2019 Prospectus Offering Warrants (“NRTH.WT”) on a monthly basis for each month, or part month, where applicable, for the 12-month period before the date of this Prospectus.

Month March, 2020 April, 2020	High ($) 0.04 0.05	Low ($) 0.015 0.025	Close ($) 0.025 0.045	Volume Traded
				1,401,048 313,320

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Month May, 2020 June, 2020 July, 2020 August, 2020 September, 2020 October, 2020 November, 2020 December, 2020 January, 2021 February, 2021 March 15, 2021	High ($) 0.055 0.035 0.03 0.03 0.02 0.02 0.025 0.02 0.04 0.12 0.07	Low ($) 0.035 0.025 0.02 0.015 0.015 0.01 0.01 0.01 0.02 0.03 0.04	Close ($) 0.035 0.03 0.025 0.015 0.015 0.01 0.015 0.015 0.03 0.06 0.04	Volume Traded
				508,022 740,618 445,172 628,358 94,475 83,475 766,650 217,450 863,472 1,933,542 855,000

RISK FACTORS

An investment in the Units should be considered highly speculative and investors may incur a loss on their investments. Investors should carefully review and consider all of the information disclosed in this Prospectus, including the documents incorporated by reference, and in particular, the risk factors set forth in the Company's Annual Information Form, and quarterly MD&A's as well as the following additional risk factors.

An Investment in the Units is Speculative

An investment in the Units and the Company's prospects generally are speculative due to the risky nature of its business and the present stage of its development. Investors may lose their entire investment and should carefully consider the risk factors described below and under the heading " Risk Factors " in the Annual Information Form. The risks described below and in the Annual Information Form are not the only ones facing the Company. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company's operations. There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described below (or incorporated by reference herein) or other unforeseen risks. If any of the risks described below or in the Annual Information Form actually occur, then the Company's business, financial condition and operating results could be adversely affected. Investors should carefully consider the risks below and in the Annual Information Form and the other information elsewhere in this Prospectus and consult with their professional advisors to assess any investment in the Company.

Discretion in Use of Proceeds

The Company intends to use the net proceeds of the Offering to achieve its stated business objective as set forth under " Use of Proceeds ". Management of the Company maintains broad discretion to spend the proceeds in ways that it deems most efficient and may use the net proceeds other than as described and in ways that an investor may not consider desirable. As a result, an investor will be relying on the judgment of management for the application of the net proceeds of the Offering. The application of the proceeds to various items may not necessarily enhance the value of the Common Shares. The failure to apply the net proceeds as set forth under " Use of Proceeds " or the failure of the Company to achieve its stated business objectives set forth in such section, could adversely affect the Company's business and, consequently, could adversely affect the price of the Common Shares on the open market.

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Negative Cash Flow from Operations

The Company had a negative operating cash flow for the financial years ended June 30, 2020 and June 30, 2019 and the three and six months ended December 31, 2020. While the Company anticipates that it will have positive cash flow from operating activities in future periods, to the extent that the Company has negative cash flow in any future period, the Company will use its available cash balance to fund any such negative cash flow, and may be required to use net proceeds from the Offering to fund such negative cash flow from operating activities.

If the Company experiences future negative cash flow, the Company may also be required to raise additional funds through the issuance of equity and/or debt securities, incur other forms of indebtedness and/or reduce operating costs which could have a negative impact on short-term revenue generation. There can be no assurance that the Company will be able to generate positive cash flow from its operations, that additional capital or other types of financing will be available when needed, or that these financings will be on terms favourable to the Company.

Additional Financing

The continued development of the Company will require additional financing. The failure to raise or procure such additional funds or the failure to achieve positive cash flow could result in the delay or indefinite postponement of the Company's business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Company. If additional funds are raised by offering equity securities, existing shareholders could suffer significant dilution. The Company will require additional financing to fund its operations until positive cash flow is achieved. See " Risk Factors – Negative Cash Flow from Operations ".

No Current Market for the Warrants

The Warrants constitute a new issue of securities of the Company. There is currently no market through which the Warrants may be sold and purchasers of Units may not be able to resell the Warrants purchased under this Prospectus. While the Company intends to apply to list the Warrants on the TSXV, such listing will be subject to TSXV approval which is not guaranteed. If listed, the Warrants may trade at a discount depending on the market for similar securities, the Company's performance, the performance of the Common Shares and other factors. No assurance can be given that a liquid market for the Warrants will develop for the Warrants after the Offering, or if developed, that such a market will be sustained at the price level of the Offering. To the extent that an active trading market for the Warrants does not develop, the liquidity and trading prices of the Warrants may be adversely affected.

Warrants are Speculative in Nature and may not have any Value

The Warrants do not confer any rights of Common Share ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire Common Shares at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire Common Shares and pay an exercise price of $0.26 per Common Share, subject to certain adjustments, prior to 24 months following the Closing Date, subject to acceleration in certain circumstances, after which date any unexercised Warrants will expire and have no further value. Moreover, following completion of the Offering, the market value of the Warrants, if any, is uncertain and there can be no assurance that the market value of the Warrants will equal or exceed their imputed offering price. There can be no assurance that the market price of the Common Shares will ever equal or exceed the exercise price of the Warrants, and consequently, whether it will ever be profitable for holders of the Warrants to exercise the Warrants.

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Volatility of Market Price of the Common Shares

The market price of the Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Company's control. This volatility may affect the ability of holders of Common Shares to sell their securities at an advantageous price. Market price fluctuations in the Common Shares may be due to the Company's operating results failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts' estimates, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by government and regulatory authorities, the Company or its competitors, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the Common Shares.

Financial markets have at times historically experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Common Shares may decline even if the Company's operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Company's operations could be adversely impacted and the trading price of the Common Shares may be materially and adversely affected.

Shareholder Rights

Holders of Warrants will not be entitled to any rights with respect to the Common Shares (including, without limitation, voting rights and rights to receive any dividends or other distributions on the Common Shares), but if such a holder subsequently exercises its Warrants, such holder will be subject to all changes affecting the Common Shares. Rights with respect to the Common Shares will arise only if and when the Company issues and registers the Common Shares upon the exercise of a Warrant and, to a limited extent, under the conversion rate adjustments under the Warrant Indenture. For example, in the event that an amendment is proposed to the Company's constating documents requiring shareholder approval and the record date for determining the shareholders of record entitled to vote on the amendment occurs prior to issuance and registration of Common Shares to a holder, such holder will not be entitled to vote on the amendment, although such holder will nevertheless be subject to any changes in the powers or rights of Common Shares that result from such amendment.

Dilution

Additional financing needed to continue funding the development and operation of the Company may require the issuance of additional securities of the Company. The issuance of additional securities and the exercise of common share purchase warrants, stock options and other convertible securities will result in dilution of the equity interests of any persons who are or may become holders of Common Shares.

LEGAL MATTERS AND INTEREST OF EXPERTS

Certain legal matters relating to the Offering will be passed upon by Bennett Jones LLP, on behalf of the Company, and by McMillan LLP, on behalf of the Agents. As at the date hereof, the "designated professionals", (as that term is defined in Form 51-102F2 – Annual Information Form ), of Bennett Jones LLP and McMillan LLP beneficially own, directly or indirectly, less than 1% of the outstanding securities of the Company.

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The independent auditors of the Company are MNP LLP, Chartered Professional Accountants, of Toronto, Ontario, Canada. MNP LLP has informed the Company that it is independent with respect to the Company in accordance with the Code of Conduct for Ontario Accountants. To the Company's knowledge, MNP LLP (or designated professionals of MNP LLP) does not hold, directly or indirectly, more than 1% of the Company's issued and outstanding Common Shares.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province, as applicable. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province, as applicable, for the particulars of these rights or consult with a legal adviser.

In an offering of warrants, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in a prospectus is limited, in certain provincial and territorial securities legislation, to the price at which the warrants are offered to the public under the prospectus offering. This means that, under the securities legislation of certain province and territories, if the purchaser pays additional amounts upon exercise of the warrants, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces and territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of this right of action for damages or consult with a legal advisor.

ELIGIBILITY FOR INVESTMENT

Based on the current provisions of the Tax Act and the Regulations, and specific proposals to amend the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, the Unit Shares, Warrants and Warrant Shares, if issued on the date hereof, would at the time of issuance be "qualified investments" under the Tax Act for a trust governed by a registered retirement savings plan, a registered retirement income fund, a registered disability savings plan, a registered education savings plan, a tax-free savings account (collectively, " Registered Plans "), or a deferred profit sharing plan, each as defined in the Tax Act, provided that at such time (i) in the case of Unit Shares and Warrant Shares, the Unit Shares and Warrant Shares, as applicable, are listed on a "designated stock exchange" within the meaning of the Tax Act (which currently includes Tiers 1 and 2 of the TSXV) or the Company is otherwise a "public corporation" (other than a mortgage investment corporation) for purposes of the Tax Act, and (ii) in the case of Warrants, the Warrants are listed on a "designated stock exchange" (which currently includes Tiers 1 and 2 of the TSXV) or the Warrant Shares are a qualified investment as described in (i) above and the Company is not a "connected person" under such Registered Plan or deferred profit sharing plan.

For the purposes of the Tax Act, a "connected person" is defined as a person who is an annuitant, a beneficiary, an employer or a subscriber under, or a holder of, the particular Registered Plan or deferred profit sharing plan and any person who does not deal at arm's length with that person.

Notwithstanding the foregoing, the annuitant, holder or subscriber of a particular Registered Plan, as the case may be (the "Controller"), will be subject to a penalty tax in respect of the Unit Shares, Warrants, or

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Warrant Shares held in the Registered Plan if such Unit Shares, Warrants, or Warrant Shares are a "prohibited investment" for such Registered Plan for purposes of the Tax Act. The Unit Shares, Warrants, and Warrant Shares generally will not be a "prohibited investment" for these purposes if the Controller deals at arm's length with the Company for purposes of the Tax Act, and does not have a "significant interest", as defined in subsection 207.01(4) of the Tax Act, in the Company. In addition, the Unit Shares and Warrant Shares generally will not be a "prohibited investment" if they are "excluded property" as defined in subsection 207.01(1) of the Tax Act for a Registered Plan.

Prospective investors who intend to acquire or hold Unit Shares, Warrants or Warrant Shares within a Registered Plan should consult their own tax advisors as to whether the Unit Shares, Warrants, or Warrant Shares would be a prohibited investment for a Registered Plan in their particular circumstances.

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CERTIFICATE OF THE COMPANY

Dated: March 16, 2021

This amended and restated short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this amended and restated short form prospectus as required by the securities legislation of each of the provinces of Canada other than Quebec.

By: (signed) "Charles Vennat" By: (signed) "Sean Byrne" Chief Executive Officer Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

By: (signed) "William Assini" By: (signed) "Martin Cauchon" Director Director

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CERTIFICATE OF THE AGENTS

Dated: March 16, 2021

To the best of our knowledge, information and belief, this amended and restated short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this amended and restated short form prospectus as required by the securities legislation of each of the provinces of Canada other than Quebec.

CANTOR FITZGERALD CANADA CORPORATION

CORMARK SECURITIES INC.

By: (signed) "Christopher Craib" By: (signed) "Alfred Avanessy" President and Chief Financial Officer Managing Director, Head of Investment Banking

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48North Cannabis Corp. — Capital/Financing Update 2021

46753_rns_2021-03-16_677c8e03-6db6-4f04-ba15-5f5481542eec.pdf

AMENDED AND RESTATED PRELIMINARY SHORT FORM PROSPECTUS AMENDING AND RESTATING THE PRELIMINARY SHORT FORM PROSPECTUS DATED MARCH 11, 2021

Notes:

Notes:

Subject to applicable securities legislation, the Agents may effect transactions intended to stabilize or maintain the market price for the Common Shares at levels above those which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

TABLE OF CONTENTS

GENERAL MATTERS

ABOUT THIS PROSPECTUS, MARKET AND INDUSTRY DATA

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

SUMMARY DESCRIPTION OF BUSINESS

Facilities

DelShen Facility

Good House

Good Farm

Licenses

DelShen Licenses

G&G Licenses

Transition of Licenses under the Cannabis Act; Current Licenses

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Units

Common Shares

Warrants

General

Broker Warrants

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

Notes:

PLAN OF DISTRIBUTION

Selling and Transfer Restrictions Outside of Canada

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Exercise of Warrants

Holders Resident in Canada

Expiry of Warrants

Dividends on Shares

Dispositions of Shares and Warrants

Taxation of Capital Gains and Capital Losses

Alternative Minimum Tax

Holders Not Resident in Canada

Dividends on Shares

Dispositions of Shares and Warrants

PRIOR SALES

Common Shares

Notes:

Warrants

Notes:

Stock Options

Trading Price And Volume

RISK FACTORS

An Investment in the Units is Speculative

Discretion in Use of Proceeds

Negative Cash Flow from Operations

Additional Financing

No Current Market for the Warrants

Warrants are Speculative in Nature and may not have any Value

Volatility of Market Price of the Common Shares

Shareholder Rights

Dilution

LEGAL MATTERS AND INTEREST OF EXPERTS

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

ELIGIBILITY FOR INVESTMENT

CERTIFICATE OF THE COMPANY

ON BEHALF OF THE BOARD OF DIRECTORS

CERTIFICATE OF THE AGENTS

Dated: March 16, 2021

CANTOR FITZGERALD CANADA CORPORATION

CORMARK SECURITIES INC.

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