Delic Holdings Corp. - Capital/Financing Update 2021

A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in the provinces of British Columbia, Alberta and Ontario but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the final short form base shelf prospectus is obtained from the securities regulatory authorities, except in cases where an exemption from such delivery requirements is available.

This preliminary short form prospectus is a base shelf prospectus. This short form prospectus has been filed under legislation in the provinces of British Columbia, Alberta and Ontario that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirements is available.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell these securities. The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States of America, its territories and possessions, any state of the United States or the District of Columbia (collectively, the “ United States ”) or to a U.S. person (as such term is defined in Regulation S under the U.S. Securities Act) (a “ U.S. Person ”) unless exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws are available. This short form base shelf prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States or to, or for the account or benefit of, any U.S. Person. See “Plan of Distribution”.

Information has been incorporated by reference in this short form base shelf 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 secretary of Delic Holdings Inc. at Suite 1400, 885 West Georgia Street, Vancouver, BC V6C 3E8 or at (604) 8627953, and are also available electronically at www.sedar.com.

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

New Issue and/or Secondary Offering

September 1, 2021

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Delic Holdings Inc.

$75,000,000

Subordinate Voting Shares Multiple Voting Shares Warrants Subscription Receipts Debt Securities Units

Delic Holdings Inc. (the “ Company ”, “ Delic ”, “ we ” or “ our ”) may offer and sell, from time to time, subordinate voting shares of the Company (“ Subordinate Voting Shares ”), multiple voting shares of the Company (“ Multiple Voting Shares ”), warrants to purchase other Securities (as defined below) (“ Warrants ”), subscription receipts (“ Subscription Receipts ”), debt securities (“ Debt Securities ”), units (“ Units ”) comprised of one or more of any of the other Securities (all of the foregoing, collectively, the “ Securities ”) up to an aggregate initial offering price of $75,000,000 (or the equivalent thereof, at the date of issue, in any other currency or currencies, as the case may be) at any time during the 25-month period that this short form base shelf prospectus (including any amendments hereto) (the “ Prospectus ”), remains effective. The Securities may be sold by the Company and/or certain of the Company’s securityholders (“ Selling Securityholders ” and each, a “ Selling Securityholder ”). Securities offered hereby may be offered separately or together, in separate series, in amounts, at prices and on terms to be determined based on market conditions at the time of sale, including potentially by way of an “at-themarket distribution” (as defined under applicable Canadian securities legislation), and set forth in one or more prospectus supplements (collectively or individually, as the case may be, “ Prospectus Supplements ”). In

addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Company or one of its subsidiaries. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The prices at which the Securities may be offered and sold may vary as between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Company or any Selling Securityholder. See “ Plan of Distribution ”.

The specific terms of any Securities offered will be described in a Prospectus Supplement, including, where applicable: (i) in the case of Subordinate Voting Shares, the number of Subordinate Voting Shares offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution) and any other specific terms; (ii) in the case of Multiple Voting Shares, the number of Multiple Voting Shares offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution) and any other specific terms; (iii) in the case of Warrants, the number of Warrants being offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution), the designation, number and terms of the other Securities purchasable upon exercise of the Warrants, and any procedures that will result in the adjustment of those numbers, the exercise price, the dates and periods of exercise and any other specific terms; (iv) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution), the terms, conditions and procedures for the conversion of the Subscription Receipts into other Securities, the designation, number and terms of such other Securities, and any other specific terms; (v) in the case of Debt Securities, the designation of the Debt Securities, the aggregate principal amount of the Debt Securities being offered, the currency or currency unit in which the Debt Securities may be purchased, authorized denominations, whether payment on the Debt Securities will be senior or subordinated to the Company’s other liabilities and obligations, the nature and priority of any security for the Debt Securities, any limit on the aggregate principal amount of the Debt Securities of the series being offered, the issue and delivery date, the maturity date, the offering price (at par, discount or at a premium), the interest rate or method of determining the interest rate, the interest payment date(s), any conversion or exchange rights that are attached to the Debt Securities, any redemption provisions, any repayment provisions, any arrangements with the trustee for the Debt Securities and any other specific terms; and (vi) in the case of Units, the number of Units offered, the offering price, the designation, number and terms of the other Securities comprising the Units, and any other specific terms. A Prospectus Supplement relating to a particular offering of Securities may include terms pertaining to the Securities being offered thereunder that are not within the terms and parameters described in this Prospectus. Investors should rely only on the information contained in or incorporated by reference into this Prospectus and any applicable Prospectus Supplement. We have not authorized anyone to provide investors with different information. Information contained on the Company’s website shall not be deemed to be a part of this Prospectus (including any applicable Prospectus Supplement) or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the securities. Investors should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the face page of this Prospectus, the date of any applicable Prospectus Supplement or the date of any documents incorporated by reference herein.

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, except in cases where an exemption from such delivery requirements is available or has been obtained. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of

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the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in such jurisdictions. The Company and/or any Selling Securityholder may sell Securities to, or through, underwriters or dealers purchasing as principals, directly to one or more other purchasers, or through agents pursuant to applicable statutory exemptions. A Prospectus Supplement relating to each issue of Securities will set forth the names of any underwriters, dealers or agents involved in the offering and sale of the Securities and will set forth the terms of the offering, the method of distribution of the Securities, including, to the extent applicable, the proceeds to the Company and/or any Selling Securityholder and any fees, discounts, concessions or other compensation payable to the underwriters, dealers or agents, and any other material terms of the plan of distribution. See “ Plan of Distribution ”.

In connection with any offering of Securities, other than an “at-the-market distribution”, subject to applicable laws, unless otherwise specified in a Prospectus Supplement, the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriters’, dealers’ or agents’ over-allocation position acquires those securities under this Prospectus and the Prospectus Supplement relating to the particular offering of Securities, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. See “ Plan of Distribution ”.

The Subordinate Voting Shares are listed for trading on the Canadian Securities Exchange (“ CSE ”) under the trading symbol “DELC” and on the OTCQB under the symbol “DELCF”. On August 31, 2021, being the last trading day prior to the date hereof, the closing price of the Subordinate Voting Shares on the CSE was $0.27.

Unless otherwise specified in the applicable Prospectus Supplement, the Multiple Voting Shares, the Warrants, the Subscription Receipts, the Debt Securities and the Units will not be listed on any securities or stock exchange or on any automated dealer quotation system. There is no market through which these Securities may be sold and purchasers may not be able to resell these Securities purchased under this Prospectus. This may affect the pricing of these Securities 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 ”.

The Company has two classes of issued and outstanding shares: Subordinate Voting Shares and Multiple Voting Shares. The Subordinate Voting Shares are “restricted securities” within the meaning of such term under applicable Canadian securities laws. The Subordinate Voting Shares and the Multiple Voting Shares are substantially identical with the exception of the multiple voting rights and conversion rights attached to the Multiple Voting Shares. Each Subordinate Voting Share is entitled to one vote per Subordinate Voting Share and each Multiple Voting Share is entitled to 100 votes per Multiple Voting Share on all matters upon which the holders of shares are entitled to vote, and holders of Subordinate Voting Shares and Multiple Voting Shares will vote together on all matters subject to a vote of holders of each of those classes of shares as if they were one class of shares, except to the extent that a separate vote of holders as a separate class is required by law or provided by the Company’s articles, as amended (the “ Articles ”). Each Multiple Voting Share is convertible into 100 Subordinate Voting Shares at any time at the option of the holders thereof and automatically in certain other circumstances. The holders of Subordinate Voting Shares have certain conversion rights in the event of a take-over bid for the Multiple Voting Shares. See “ Description of Capital Structure – Take-Over Bid Protection ” in the AIF (as defined below).

Prospective investors should be aware that the acquisition of the Securities may have tax consequences both in Canada and the United States. This Prospectus or any applicable Prospectus Supplement may not describe these tax consequences fully. Prospective investors should carefully review the tax discussion, if any, contained in the applicable Prospectus Supplement with respect to a particular offering and consult their own tax advisor with respect to their own particular circumstances.

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No underwriter has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.

Investment in the Securities being offered is highly speculative and involves significant risks that prospective investors should consider before purchasing such Securities. Prospective investors should carefully review the risks outlined in this Prospectus (including any Prospectus Supplement) and in the documents incorporated by reference as well as the information under the heading “ Advisories – Cautionary Statement Regarding Forward-Looking Information and Statements ” and consider such risks and information in connection with an investment in the Securities. See “ Risk Factors ” for a more complete discussion of these risks.

The Company’s registered and records office is located at Suite 2800, 666 Burrard Street, Vancouver, BC V6C 2Z7, Canada. The head and principal office of the Company is located at Suite 1400, 885 West Georgia, Vancouver, BC V6C 3E8.

Matthew Stang, Martin Tobias, Sashko Despotovski and Kraig Fox, directors of Delic, reside outside of Canada, and have each appointed Delic Holdings Inc. of Suite 2800, Park Place, 666 Burrard Street, Vancouver, BC V6C 2Z7 as their agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

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PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS ......................................................................... I TABLE OF CONTENTS ............................................................................................................................................1 ABOUT THIS PROSPECTUS ..................................................................................................................................1 ADVISORIES ..............................................................................................................................................................1 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................4 DESCRIPTION OF THE BUSINESS .......................................................................................................................7 CONSOLIDATED CAPITALIZATION .....................................................................................................................7 USE OF PROCEEDS .................................................................................................................................................7 PLAN OF DISTRIBUTION ........................................................................................................................................8 DESCRIPTION OF SHARE CAPITAL ....................................................................................................................9 DESCRIPTION OF SECURITIES BEING DISTRIBUTED .................................................................................10 CERTAIN INCOME TAX CONSIDERATIONS ....................................................................................................13 PRIOR SALES ..........................................................................................................................................................13 TRADING PRICE AND VOLUME ..........................................................................................................................13 SELLING SECURITYHOLDERS ...........................................................................................................................13 RISK FACTORS .......................................................................................................................................................14 LEGAL MATTERS ...................................................................................................................................................16 AUDITORS, TRANSFER AGENT AND REGISTRAR .......................................................................................16 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ......................................................................16 CONTRACTUAL RIGHT OF RESCISSION .........................................................................................................17 CERTIFICATE OF THE COMPANY......................................................................................................... C-1

ABOUT THIS PROSPECTUS

Prospective investors should rely only on the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement. References to this “Prospectus” include documents incorporated by reference herein. The Company has not authorized anyone to provide any information that is different. The information in or incorporated by reference into this Prospectus is current only as of the date of this Prospectus or the date on the front of such other documents. It should not be assumed that the information contained in this Prospectus is accurate as of any other date. The Company is not making an offer of these Securities in any jurisdiction where the offer is not permitted by law.

Before purchasing any Securities, prospective investors should carefully read both this Prospectus and any accompany Prospectus Supplement prepared by the Company, together with any additional information described under the heading “ Documents Incorporated by Reference ”.

In this Prospectus and in any Prospectus Supplement, unless the context otherwise requires, references to “we”, “us”, “our” or similar terms, as well as references to the “Company”, refer to Delic Holdings Inc. together, where context requires, with its subsidiaries and affiliates. The term “management” in this Prospectus means those persons acting, from time to time, in the capacities of executive officers of the Company. Any statements in this Prospectus made by or on behalf of management are made in such persons’ capacities as officers of the Company and not in their personal capacities.

The Company may, from time to time, sell any combination of the Securities described in this Prospectus in one or more offerings up to an aggregate amount of $75,000,000. This Prospectus provides a general description of the Securities that the Company may offer. All information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of those Securities to which the Prospectus Supplement permits.

In this Prospectus and any Prospectus Supplement, unless otherwise indicated, all dollar amounts are in Canadian dollars.

ADVISORIES

Cautionary Statement Regarding Forward-Looking Information and Statements

This Prospectus and the documents incorporated by reference herein contain forward-looking information and statements (collectively, “ forward-looking statements ”). These forward-looking statements relate to the Company’s current expectations, estimates and projections as to future events or the Company’s future performance and are provided to allow readers a better understanding of the Company’s business and prospects and may not be suitable for other purposes. All statements, other than statements of historical fact, may be considered forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as ”seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in, or suggested by, such forward-looking statements. Forward-looking statements in this Prospectus or the documents incorporated by reference herein and therein include, but are not limited to, statements with respect to:

the performance of the Company’s business, plans and operations;
the intention to grow the business, operations and product offerings of the Company;
the competitive conditions of the industry;
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applicable laws, regulations and any amendments thereof;
the competitive and business strategies of the Company;
use of proceeds from the CBDV Financing (as defined below); and
the general economic, financial market, regulatory and political conditions in which the Company operates.

Although we base the forward-looking statements contained in this Prospectus and the documents incorporated by reference herein on assumptions that we believe are reasonable, we caution you that actual results and developments (including our results of operations, financial condition and liquidity, and the development of the industry in which we operate) may differ materially from those made in or suggested by the forward-looking statements contained in this Prospectus and the documents incorporated by reference herein. In addition, even if results and developments are consistent with the forward-looking statements contained in this Prospectus, those results and developments may not be indicative of results or developments in subsequent periods. With respect to forward-looking statements contained in this Prospectus and the documents incorporated by reference herein, the Company has made assumptions regarding, among other things:

the Company’s ability to implement its growth strategies and business plan;
the Company’s ability to maintain or build strong business relationships with its customers, suppliers and wholesalers;
the Company’s ability to keep pace with changing consumer preferences;
ongoing ability to conduct business in the regulatory environments in which the Company operates and may operate in the future; and
the absence of material adverse changes in the Company’s industry or the global economy.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, the following risk factors described in greater detail under the heading “ Risk Factors ”:

impacts of COVID-19 on the Company’s business;
brand development and effectiveness of marketing;
ketamine as a pharmaceutical;
technology risks;
technical operations infrastructure;
third party service providers;
information technology systems and data security breaches;
periodic changes to search engine algorithms;
use of personal information;
content quality;
competition and pricing;
inability to protect intellectual property;
intellectual property claims;
successful management and growth;
Delic being a holding company;
changing consumer and user preferences and retention;
product recalls;
product returns;
inability to implement growth strategy;
key officer and employees;
acquisitions and partnerships;
breach of confidentiality;
conflicts of interest;
emerging industry;
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difficulty to forecast;
litigation;
management of growth;
additional financings;
entry into international markets;
third party business relationships;
natural disasters, unusually adverse weather, pandemic outbreaks, boycotts and geo-political events;
global economic uncertainty;
changes in applicable regulation;
regulatory approvals and permits;
environmental, health and safety laws;
further issuance of securities and dilution;
value assigned to the Company;
potential for price volatility;
changes in law;
the ability to implement business strategies and pursue business opportunities;
the state of the capital markets;
the availability of funds and resources to pursue operations;
a novel business model;
dependence on key partners;
competition;
difficulty integrating newly acquired businesses;
the time, outcome and cost of any inquiries, audits or litigation with insurance providers, or federal, state or local regulators;
low profit market segments;
fluctuations in exchange rates; general economic, market and business conditions; and
the other factors referred to under “ Risk Factors ”.

These factors should not be construed as exhaustive and should be read with the other cautionary statements in this Prospectus and certain of the other documents on file with Canadian securities regulatory authorities and incorporated by reference herein. If any of these risks or uncertainties materialize, or if any of the above opinions, estimates or assumptions underlying the forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forwardlooking statements. The opinions, estimates or assumptions referred to above and described in greater detail in “Risk Factors” should be considered carefully by readers.

Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place substantial weight or undue reliance on forward-looking statements, which speak only as of the date made. The forward-looking statements contained in this Prospectus represents our expectations as of the date of this Prospectus, or in the case of documents incorporated by reference herein, as of the date of each such document, (or as the date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

The forward-looking statements contained in this Prospectus and in the documents incorporated by reference herein are expressly qualified in their entirety by these cautionary statements. The

Company undertakes no obligation to publicly update or revise any forward-looking statements in this Prospectus or other disclosure incorporated by reference herein, whether as a result of new information, future events or otherwise, except as required under applicable securities law in Canada.

Non-IFRS Financial Measures

The Company prepares and reports its consolidated financial statements in accordance with International Financial Reporting Standards (“ IFRS ”), which are also generally accepted accounting principles for publicly accountable entities in Canada. However, this Prospectus may make reference to certain non-IFRS measures including key performance indicators used by management. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. The Company uses non-IFRS measures including “EBITDA” which may be calculated differently by other companies. These non-IFRS measures and metrics are used to provide investors with supplemental measures of our operating performance and liquidity and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures. The Company also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of companies in similar industries. Management also uses non-IFRS measures and metrics in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of executive compensation.

References to EBITDA in the Company’s management’s discussion and analysis refer to net earnings from continuing operations before interest, taxes and tax recoveries, amortization, deferred income tax recovery, unrealized foreign exchange losses, non-cash share-based expenses (Black-Scholes option pricing model) and write-off of assets. EBITDA is not an earnings measure recognized by IFRS and does not have a standardized meaning prescribed by IFRS. Management believes that EBITDA is an alternative measure in evaluating the Company's business performance. Readers are cautioned that EBITDA should not be construed as an alternative to net income as determined under IFRS; nor as an indicator of financial performance as determined by IFRS; nor a calculation of cash flow from operating activities as determined under IFRS; nor as a measure of liquidity and cash flow under IFRS. The Company's method of calculating EBITDA may differ from methods used by other Companies and, accordingly, the Company's EBITDA may not be comparable to similar measures used by any other Company.

Market, Independent Third Party and Industry Data

Unless otherwise indicated, the Company has obtained the market and industry data contained in this Prospectus and the documents incorporated by reference from its internal research, management’s estimates and third-party public information and other industry publications. While the Company believes such internal research, management’s estimates and third-party public information is reliable, such internal research and management’s estimates have not been verified by any independent sources and the Company has not verified any third party public information. While the Company is not aware of any misstatements regarding the market and industry data contained in this Prospectus, such data involves risks and uncertainties and are subject to change based on various factors, including those described under “ Cautionary Statement Regarding Forward-Looking Information and Statements ”, above, and “ Risk Factors ”.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in the provinces of Canada . Copies of the documents incorporated herein by reference may be obtained on request without charge from the secretary of the

Company at Suite 1400, 885 West Georgia Street, Vancouver, BC V6C 3E8 or at (604) 862-7953, and are also available electronically at www.sedar.com.

The following documents, each of which has been filed with the securities regulatory authorities in each of the provinces of British Columbia, Alberta and Ontario, are specifically incorporated by reference and form an integral part of this Prospectus:

(a) the annual information form of the Company for the year ended December 31, 2020 and dated September 1, 2021 (the “ AIF ”);
(b) the audited consolidated financial statements of the Company for the year ended December 31, 2020 and for the period from incorporation on March 7, 2019 to December 31, 2019, together with the notes thereto and auditor’s report thereon;
(c) the management’s discussion and analysis of the Company for the year ended December 31, 2020;
(d) the unaudited condensed consolidated interim financial statements of the Company for the six months ended June 30, 2021 and 2020 (the “ Interim Financial Statements ”);
(e) the management’s discussion and analysis of the Company for the six months ended June 30, 2021;
(f) the material change report of the Company dated February 5, 2021 relating to the appointment of Matthew Stang as the Company’s new Chairman and Chief Executive Officer and resignation of Jackee Stang as Chief Executive Officer;
(g) the material change report of the Company dated March 2, 2021 relating to the execution of a definitive share purchase agreement to acquire all of the issued and outstanding shares in the capital of Complex Biotech Discovery Ventures (“ CBDV ”), a licensed psilocybin and cannabis research laboratory focused on extraction, analytical testing, and chemical process development (“ CBDV Acquisition ”);
(h) the material change report of the Company dated June 7, 2021 relating to the closing of the CBDV Acquisition and release of escrowed funds from a subscription receipt offering completed by CBDV (“ CBDV Financing ”);
(i) the material change report of the Company dated June 14, 2021 relating to the execution of a definitive agreement to acquire Ketamine Infusion Centers (“ KIC Acquisition ”);
(j) the material change report of the Company dated July 8, 2021 relating to the closing of the KIC Acquisition;
(k) the management information circular of the Company dated May 21, 2021 relating to the annual general meeting of shareholders held on June 28, 2021; and
(l) the business acquisition report of the Company dated July 9, 2021 relating to the CBDV Acquisition.

Any document of the type referred to in the preceding paragraph (excluding confidential material change reports), and all other documents of the type required by National Instrument 44-101 – Short Form Prospectus Distributions of the Canadian Securities Administrators to be incorporated by reference in this Prospectus, filed by the Company with a securities commission or similar regulatory authority in Canada after the date of this Prospectus and prior to the termination of any offering of Securities hereunder shall be deemed to be incorporated by reference into this Prospectus.

A Prospectus Supplement containing the specific terms of any offering of the Securities will be delivered to purchasers of the Securities together with this Prospectus and will be deemed to be incorporated by reference in this Prospectus as of the date of the Prospectus Supplement and only for the purposes of the offering of the Securities to which that Prospectus Supplement pertains.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus will be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein, in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such a statement. 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 a modifying or superseding statement is not to be deemed an admission 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. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Rather only such statements as so modified or superseded shall be considered to constitute part of this Prospectus.

Upon the Company’s filing of a new annual information form and the related annual financial statements and management’s discussion and analysis with applicable securities regulatory authorities during the currency of this Prospectus, the previous annual information form, the previous annual financial statements and management’s discussion and analysis and all interim financial statements, material change reports and information circulars filed prior to the commencement of the Company's financial year in which the new annual information form is filed will be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of the Securities under this Prospectus.

Upon interim consolidated financial statements and the accompanying management’s discussion and analysis and material change report being filed by the Company with the applicable securities regulatory authorities during the duration of this Prospectus, all interim consolidated financial statements and the accompanying management’s discussion and analysis filed prior to the new interim consolidated financial statements shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of securities under this Prospectus. In addition, upon a new annual information form being filed by the Company with the applicable securities regulatory authorities during the term of this Prospectus for which the related annual comparative consolidated financial statements include at least nine months of financial results of an acquired business for which a business acquisition report was filed by the Company and incorporated by reference into this Prospectus, such a business acquisition report shall no longer be deemed to be incorporated into this Prospectus for the purpose of future offers and sales of the Securities hereunder.

References to the Company’s website in any documents that are incorporated by reference into this Prospectus do not incorporate by reference the information on the Company’s website into this Prospectus, and we disclaim any such incorporation by reference.

In addition, certain marketing materials (as that term is defined in applicable Canadian securities legislation) may be used in connection with a distribution of Securities under this Prospectus and the applicable Prospectus Supplements(s). Any “template version” of “marketing materials” (as those terms are defined in applicable Canadian securities legislation) pertaining to a distribution of Securities, and filed by the Company after the date of the Prospectus Supplement for the distribution and before termination of the distribution of such Securities, will be deemed to be incorporated by reference in that Prospectus Supplement for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.

DESCRIPTION OF THE BUSINESS

The following description of the Company is, in some instances, derived from selected information about the Company contained in the documents incorporated by reference into this Prospectus. This description does not contain all of the information about the Company and its business that prospective investors should consider before investing in any Securities. Prospective investors should carefully read the entire Prospectus and the applicable Prospectus Supplement, including under the heading “Risk Factors”, as well as the documents incorporated by reference into this Prospectus and the applicable Prospectus Supplement, before making an investment decision.

The business of the Company is the business of Delic Corp., its wholly-owned subsidiary. Delic Corp. is an international media ecosystem and platform providing information about the psychedelics sector. Delic Corp. has developed an online media presence and has garnered interest in the topic of psychedelics from all over the world. Delic Corp. intends to capitalize on this interest by hosting a biannual summit in Los Angeles, California. Delic Corp.’s business has four distinct segments: The Delic (e-commerce website and blog), Reality Sandwich (online education platform), Meet Delic (bi-annual event) and Delic Radio (podcast), each of which is dedicated to public education and de-stigmatizing the psychedelic conversation for a mainstream audience. Collectively, these forums provide Delic Corp. with the opportunity to sell products relating to the psychedelics space, market various events in the psychedelic space, provide leading experts with a medium to publish articles, speak on podcasts, and, more broadly, build a culture of mainstream understanding and appreciation of psychedelics. Additional information regarding the business of the Company or its operations can be found in the Company’s AIF and the materials incorporated by reference into this Prospectus. See “ Documents Incorporated by Reference ”.

CONSOLIDATED CAPITALIZATION

Since June 30, 2021, the date of the Interim Financial Statements, there have been no material changes to the share and loan capital of the Company on a consolidated basis, other than as disclosed in this Prospectus or in any document incorporated by reference herein. The applicable Prospectus Supplement will describe any material changes, and the effect of such material changes on the share and loan capitalization of the Company that will result from the issuance of Securities pursuant to each Prospectus Supplement.

USE OF PROCEEDS

The use of proceeds from the sale of Securities will be described in the applicable Prospectus Supplement relating to a specific offering and sale of Securities. Among other potential uses, the Company may use the net proceeds from the sale of Securities to advance the Company’s business objectives and for general corporate purposes, including funding ongoing operations and/or working capital requirements, repaying indebtedness outstanding from time to time and potential future acquisitions.

The management of the Company will retain broad discretion in allocating the net proceeds of any offering of Securities under this Prospectus and the Company’s actual use of the net proceeds will vary depending on the availability and suitability of investment opportunities and its operating and capital needs from time to time. We may also, from time to time, decide to issue securities (including Securities) other than pursuant to a Prospectus Supplement to this Prospectus. All expenses relating to an offering of Securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the proceeds from the sale of such Securities, unless otherwise stated in the applicable Prospectus Supplement.

During the most recent financial year ended December 31, 2020 and for the interim period ended June 30, 2021, the Company had negative cash flow from operating activities. In addition to other uses of net proceeds to be specified in a Prospectus Supplement, to the extent that the Company has negative cash flow in future periods, the Company may need to allocate a portion of the net proceeds from the sale of Securities to fund such negative cash flow. There can be no assurance that additional capital or other types of financing will be available when needed or that these financings will be on terms at least as favourable

to the Company as those previously obtained, or at all. See “ Advisories – Cautionary Statement Regarding Forward-Looking Information and Statements ” and “ Risk Factors ”.

The Company will not receive any proceeds from any sale of Securities by any Selling Securityholder.

PLAN OF DISTRIBUTION

The Company or any Selling Securityholder may sell the Securities, separately or together: (a) to one or more underwriters or dealers; (b) through one or more agents; or (c) directly to one or more other purchasers. Each Prospectus Supplement relating to a particular offering of Securities will set forth the terms of the applicable offering, including (a) the terms of the Securities to which the Prospectus Supplement relates, including the type of Security being offered, and the method of distribution; (b) the name or names of any underwriters, dealers or agents involved in the offering of Securities; (c) the purchase price or prices of the Securities offered thereby and the proceeds to, and the expenses borne by, the Company from the sale of the Securities; (d) any commission, underwriting discount and other items constituting compensation payable to underwriters, dealers or agents; and (e) any discounts or concessions allowed or re-allowed or paid to underwriters, dealers or agents. In addition, Securities may be offered and issued in consideration for the acquisition (an “ Acquisition ”) of other businesses, assets or securities by the Company or its subsidiaries. The consideration for any such Acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, securities, cash and assumption of liabilities.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including sales in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions , including sales made directly on the CSE or other existing trading markets for the securities, and sales pursuant to a dividend reinvestment plan. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with an offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Company or any Selling Securityholder.

Only underwriters, dealers or agents so named in the Prospectus Supplement are deemed to be underwriters, dealers or agents in connection with the Securities offered thereby. If underwriters are used in an offering, the Securities offered thereby will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase Securities will be subject to the conditions precedent agreed upon by the parties and the underwriters will be obligated to purchase all Securities under that offering if any are purchased. If agents are used in an offering, unless otherwise indicated in the applicable Prospectus Supplement, such agents will be acting on a “best efforts” basis for the period of their appointment. Any public offering price and any discounts or concessions allowed or re-allowed or paid to underwriters, dealers or agents may be changed from time to time.

Underwriters, dealers or agents who participate in the distribution of Securities may be entitled under agreements to be entered into with the Company or any Selling Securityholder to indemnification by the Company or any Selling Securityholder against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers or agents with whom the Company or any Selling Securityholder enters into agreements may be customers of, engage in transactions with, or perform services for, the Company or any Selling Securityholder in the ordinary course of business.

Any offering of Multiple Voting Shares, Warrants, Subscription Receipts, Debt Securities or Units will be a new issue of securities with no established trading market. Unless otherwise specified in the applicable Prospectus Supplement, the Multiple Voting Shares, Warrants, Subscription Receipts, Debt Securities or Units will not be listed on any securities exchange. Unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Multiple Voting Shares, Warrants, Subscription Receipts, Debt Securities or Units may be sold and purchasers may not be able to resell the Multiple Voting Shares, Warrants, Subscription Receipts, Debt Securities or Units purchased under this Prospectus or any Prospectus Supplement. This may affect the pricing of the Multiple Voting Shares, Warrants, Subscription Receipts, Debt Securities or Units in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities, and the extent of issuer regulation. Subject to applicable laws, certain dealers may make a market in these Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any dealer will make a market in these Securities or as to the liquidity of the trading market, if any, for these Securities.

No underwriter or dealer involved in an “at-the-market distribution” as defined under applicable Canadian securities legislation, no affiliate of such underwriter or dealer and no person acting jointly or in concert with such underwriter or dealer has over-allotted, or will over allot, Securities in connection with an offering of Securities or effect any other transactions that are intended to stabilize the market price of Securities.

In connection with any offering of Securities, other than an “at-the-market distribution”, subject to applicable laws, the underwriters or agents may over-allot or effect transactions that stabilize or maintain the market price of the offered Securities at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time.

The Securities have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States, and may not be offered or sold or otherwise transferred or disposed of, directly or indirectly, in the United States or to or for the account or benefit of U.S. Persons absent registration under the U.S. Securities Act and all applicable state securities laws, or pursuant to applicable exemption therefrom. In addition, until 40 days after closing of an offering of Securities, an offer or sale of the Securities within the United States by any dealer (whether or not participating in such offering) may violate the registration requirement of the U.S. Securities Act if such offer or sale is made other than in accordance with an exemption under the U.S. Securities Act.

DESCRIPTION OF SHARE CAPITAL

The authorized capital of the Company consists of an unlimited number of Subordinate Voting Shares without par value and an unlimited number of Multiple Voting Shares without par value. The outstanding share capital of the Company as of the date immediately prior to the date of this Prospectus consists of: 59,865,526 Subordinate Voting Shares (5,003,887 Subordinate Voting Shares are reserved for issuance upon exercise of the Company’s issued and outstanding stock options at a weighted average exercise price of $0.33 and 12,221,140 Subordinate Voting Shares are reserved for issuance upon exercise of the Company’s issued and outstanding warrants at a weighted average exercise price of $0.39); and 259,913 Multiple Voting Shares. If the outstanding Multiple Voting Shares were converted, there would be 85,856,826 Subordinate Voting Shares outstating.

The Subordinate Voting Shares are “restricted securities” within the meaning of such term under applicable Canadian securities laws. The Corporation has complied with the requirements of Part 12 of National Instrument 41-101 – General Prospectus Requirements (“ NI 41-101 ”) to be able to file a prospectus under which the Subordinate Voting Shares or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, the Subordinate Voting Shares are distributed, as the Company received the requisite prior majority approval of shareholders of the Company by way of resolutions consented to in writing by all of the voting shareholders of the Company as of September 30, 2020 in accordance with applicable law, including Section 12.3 of NI 41-101, for the amendment to re-designate the common shares of the Company as the Subordinate Voting Shares and the creation of the Multiple Voting Shares (the “ Share Terms Amendment ”). The Share Terms Amendment constituted a “restricted security reorganization” within the meaning of such term under applicable Canadian securities laws.

As of the date immediately prior to the date of this Prospectus, the Subordinate Voting Shares represent approximately 70% of the voting rights attached to outstanding securities of the Company and the Multiple Voting Shares represent approximately 30% of the voting rights attached to outstanding securities of the Company.

For a summary of the rights, privileges, restrictions and conditions attached to the Subordinate Voting Shares and the Multiple Voting Shares see “ Description of Capital Structure ” in the AIF.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

The following is a brief summary of certain general terms and provisions of the Securities as at the date of this Prospectus. This summary does not purport to be complete and is indicative only. The specific terms of any Securities to be offered under this Prospectus, and the extent to which the general terms described in this Prospectus apply to such Securities, will be set forth in the applicable Prospectus Supplement. Moreover, a Prospectus Supplement relating to a particular offering of Securities may include terms pertaining to the Securities being offered thereunder that are not within the terms and parameters described in this Prospectus.

Subordinate Voting Shares

See “ Description of Share Capital ” above.

Subordinate Voting Shares

See “ Description of Share Capital ” above.

Warrants

The Company may issue Warrants for the purchase of Subordinate Voting Shares or Multiple Voting Shares, or equity Warrants, or for the purchase of Debt Securities, or debt Warrants. This section describes the general terms that will apply to any Warrants issued pursuant to this Prospectus.

Warrants may be offered separately or together with other Securities and may be attached to or separate from any other Securities. Unless the applicable Prospectus Supplement otherwise indicates, each series of Warrants will be issued under a separate warrant indenture to be entered into between us and one or more banks or trust companies acting as Warrant agent. The Warrant agent will act solely as our agent and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants. The applicable Prospectus Supplement will include details of the Warrant indentures, if any, governing the Warrants being offered.

The specific terms of the Warrants, and the extent to which the general terms described in this section apply to those Warrants, will be set out in the applicable Prospectus Supplement. This description will include, where applicable:

the number of Warrants offered;
the price at which the Warrants will be offered;
the currency or currencies in which the Warrants will be offered and in which the exercise price under the Warrants may be payable;
the date on which the right to exercise the Warrants will commence and the date on which the right will expire;
the designation, number and terms of the Subordinate Voting Shares, Multiple Voting Shares, Debt Securities or other securities, as applicable, that may be purchased upon exercise of the Warrants, and the procedures that will result in the adjustment of those numbers;
the exercise price of the Warrants;
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the designation and terms of the Securities, if any, with which the Warrants will be offered, and the number of Warrants that will be offered with each Security;
if the Warrants are issued as a Unit with another Security, the date, if any, on and after which the Warrants and the other Security will be separately transferable;
any minimum or maximum amount of Warrants that may be exercised at any one time;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
whether the Warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions;
material United States and Canadian federal income tax consequences of owning the Warrants; and
any other material terms or conditions of the Warrants.

Warrant certificates will be exchangeable for new Warrant certificates of different denominations at the office indicated in the Prospectus Supplement. Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the Securities subject to the Warrants. We may amend the Warrant indenture(s) and the Warrants, without the consent of the holders of the Warrants, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not prejudice the rights of the holders of outstanding Warrants, as a group.

Description of Subscription Receipts

The Company may issue Subscription Receipts, separately or together, with other Securities. The Subscription Receipts will be issued under a subscription receipt agreement, the particular terms and provisions of which will be described in the applicable Prospectus Supplement. This section summarizes the general terms that will apply to any Subscription Receipts that we may offer pursuant to this Prospectus.

The applicable Prospectus Supplement will include details of the subscription receipt agreement covering the Subscription Receipts being offered. We will file a copy of the subscription receipt agreement relating to an Offering with securities regulatory authorities in Canada after we have entered into it. The specific terms of the Subscription Receipts, and the extent to which the general terms described in this section apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

the number of Subscription Receipts;
the price at which the Subscription Receipts will be offered and whether the price is payable in instalments;
the currency at which the Subscription Receipts will be offered;
conditions to the exchange of Subscription Receipts into other Securities, and the consequences of such conditions not being satisfied;
the procedures for the exchange of the Subscription Receipts into other Securities;
the number of other Securities that may be exchanged upon exercise of each Subscription Receipt;
the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;
the dates or periods during which the Subscription Receipts may be exchanged into other Securities;
terms applicable to the gross or net proceeds from the sale of the Subscription Receipts plus any interest earned thereon;
material United States and Canadian federal income tax consequences of owning the Subscription Receipts;
any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts; and
any other material terms and conditions of the Subscription Receipts.

Prior to the exchange of their Subscription Receipts, holders of Subscription Receipts will not have any of the rights of holders of the Securities to be received on the exchange of the Subscription Receipts.

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Such subscription receipt agreement will also specify that we may amend any subscription receipt agreement and the Subscription Receipts, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not materially and adversely affect the interests of the holder.

Debt Securities

The Company may offer Debt Securities separately or in combination with one or more other Securities. The following sets forth certain general terms and provisions of Debt Securities. The particular terms and provisions of Debt Securities offered by a Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Debt Securities, will be described in such Prospectus Supplement.

The Debt Securities will be issued in series under one or more trust indentures to be entered into between the Company and a financial institution to which the Trust and Loan Companies Act (Canada) applies or a financial institution organized under the laws of any province of Canada and authorized to carry on business as a trustee. Each such trust indenture, as supplemented or amended from time to time, will set out the terms of the applicable series of Debt Securities. The statements in this Prospectus relating to any trust indenture and the Debt Securities to be issued under it are summaries of anticipated provisions of an applicable trust indenture and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of such trust indenture, as applicable.

Each trust indenture may provide that Debt Securities may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by the Company. Any Prospectus Supplement for Debt Securities will contain the terms and other information with respect to the Debt Securities being offered, including:

the designation, aggregate principal amount and authorized denominations of such Debt Securities;
the currency for which the Debt Securities may be purchased and the currency in which the principal and any interest is payable (in either case, if other than Canadian dollars);
the percentage of the principal amount at which such Debt Securities will be issued;
the date or dates on which such Debt Securities will mature;
the rate or rates at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any);
the dates on which any such interest will be payable and the record dates for such payments;
any redemption term or terms under which such Debt Securities may be defeased;
any exchange or conversion terms; and
any other specific terms.

Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

The Debt Securities will be direct obligations of the Company. The Debt Securities will be senior or subordinated indebtedness of the Company as described in the relevant Prospectus Supplement.

Description of Units

The Company may issue Units comprised of one or more of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each of the Securities included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The unit agreement, if any, under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date. The particular terms and provisions of Units offered by any Prospectus Supplement,

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and the extent to which the foregoing general terms and provisions may apply thereto, will be described in the Prospectus Supplement filed in respect of such Units. This description will include, where applicable:

the number of Units being offered;
the price at which the Units will be offered;
the currency at which the Units will be offered;
the designation, number and terms of the securities comprising the Units and any agreement governing the Units;
the date or dates, if any, on or after which the securities comprising the Units will be transferable separately;
whether we will apply to list the Units or any of the individual securities comprising the Units on any exchange;
material Canadian income tax consequences of owning the Units, including, how the purchase price paid for the Units will be allocated among the securities comprising the Units; and
any other material terms or conditions of the Units.

CERTAIN INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences to an investor who is a non-resident of Canada or to an investor who is a resident of Canada of acquiring, owning and disposing of any of the Securities offered thereunder. Investors should read the tax discussion in any Prospectus Supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.

PRIOR SALES

Information in respect of prior sales of the Subordinate Voting Shares or other Securities distributed under this Prospectus and for securities that are convertible or exchangeable into Subordinate Voting Shares or such other Securities within the previous 12-month period will be provided, as required, in a Prospectus Supplement with respect to the issuance of the Subordinate Voting or other Securities pursuant to such Prospectus Supplement.

TRADING PRICE AND VOLUME

The Subordinate Voting Shares are currently traded on the CSE under the trading symbol “DELC” and on the OTCQB under the trading symbol “DELCF”. Trading price and volume information for the Subordinate Voting Shares will be provided, as required, in each Prospectus Supplement.

SELLING SECURITYHOLDERS

Securities may be sold under this Prospectus by way of secondary offering by Selling Securityholders. The Prospectus Supplement for or including any offering of Securities by Selling Securityholders will include the following information, to the extent required by applicable securities laws: (i) the name or names of the Selling Securityholders; (ii) the number or amount of Securities owned, controlled or directed by each Selling Securityholder; (iii) the number or amount of Securities being distributed for the account of each Selling Securityholder; (iv) the number or amount of Securities to be owned, controlled or directed by the Selling Securityholders after the distribution and the percentage that number or amount represents of the total number of outstanding Securities; (v) whether the Securities are owned by the Selling Securityholders both of record and beneficially, of record only, or beneficially only; (vi) if any Selling Securityholder acquired any Securities in the 12 months preceding the date of the applicable Prospectus Supplement, the date or dates on which such Selling Securityholder acquired such Securities and the cost thereof to such Selling Securityholder in the aggregate and on an average cost per security basis; (vii) if applicable, the disclosure required by Item 1.11 of Form 44-101F1, and, if applicable, the Selling Securityholders will file a non-

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issuer’s submission to jurisdiction form with the corresponding Prospectus Supplement; and (viii) all other information that is required to be included in the applicable Prospectus Supplement.

RISK FACTORS

An investment in the securities of the Company is speculative and involves certain risks. When evaluating the Company and its business, prospective investors should consider carefully the information set out in this Prospectus and the risks described below and in the documents incorporated by reference in this Prospectus, including those risks identified and discussed under the heading “ Risk Factors ” in the AIF, which is incorporated by reference herein. The occurrence of any of such risks could have a material adverse effect on our business, financial condition, results of operations and future prospects. In these circumstances, the market price of our securities, including the Subordinate Voting Shares, could decline, and you may lose all or part of your investment.

The risks and uncertainties described or incorporated by reference herein are not the only ones the Company faces. Additional risks and uncertainties, including those that the Company is unaware of or that are currently deemed immaterial, may also adversely affect the Company and its business. The following risk factors, together with all of the other information included or incorporated by reference in this Prospectus, including information contained in the section entitled “ Advisories – Cautionary Statement Regarding Forward-Looking Information and Statements ”, should be carefully reviewed and considered before a decision to invest in the securities of the Company is made.

COVID-19 Public Health Crisis

The Company’s business could be significantly adversely affected by the effects of any widespread global outbreak of contagious disease. A significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn and cancellation of sport events that could affect demand for the Company’s services and likely impact operating results. In particular, the recent outbreak of COVID-19 has had a negative impact on global financial conditions. The Company cannot accurately predict the impact COVID-19 will have on the Company’s ability to remain open in response to government public health efforts to contain COVID-19 and to obtain financing or third parties’ ability to meet their obligations with the Company, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries; and future demand of the Company’s products. In the event that the prevalence of the coronavirus continues to increase (or fears in respect of the coronavirus continue to increase), governments may increase regulations and restrictions regarding the flow of labour or products, and travel bans, and the Company’s operations, suppliers, customers and distribution channels, and ability to advance its projects, could be adversely affected. In particular, should any employees or consultants of the Company become infected with COVID-19 or similar pathogens, it could have a material negative impact on the Company’s operations and prospects.

Forward-Looking Statements May Prove Inaccurate

Readers are cautioned not to place undue reliance on forward-looking statements. By their nature, forwardlooking statements involve numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

Absence of a Public Market for Some of the Securities

There is no public market for the Multiple Voting Shares, Warrants, Subscription Receipts, Debt Securities or Units and, unless otherwise specified in the applicable Prospectus Supplement, the Company does not intend to apply for listing of the Multiple Voting Shares, Warrants, Subscription Receipts, Debt Securities or Units on any securities exchanges. If the Multiple Voting Shares, Warrants, Subscription Receipts, Debt

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Securities or Units are traded after their initial issuance, they may trade at a discount from their initial offering prices depending on pre-vailing interest rates (as applicable), the market for similar securities and other factors, including general economic conditions and the Company’s financial condition. There can be no assurance as to the liquidity of the trading market for the Multiple Voting Shares, Warrants, Subscription Receipts, Debt Securities or Units, or that a trading market for these Securities will develop at all.

Volatile Market Price of the Subordinate Voting Shares

The market price of the Subordinate Voting 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 Subordinate Voting Shares to sell their securities at an advantageous price. Market price fluctuations in the Subordinate Voting 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 Subordinate Voting 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 Subordinate Voting 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 Subordinate Voting Shares may be materially adversely affected.

Negative Cash Flow from Operations

During the interim period ended June 30, 2021, the Company had a negative operating cash flow. Although the Company anticipates it will have positive cash flow from operating activities in future periods, the Company cannot guarantee it will have a cash flow positive status in the future. If the Company does not achieve or maintain profitability or positive cash flow from operating activities, then there could be a material adverse effect on the Company’s business, financial condition and results of operation. To the extent that the Company has negative cash flow in any future period, certain of the proceeds from the offering may be used to fund such negative cash flow from operating activities, see “ Use of Proceeds ”.

Discretion over Use of Proceeds

The Company intends to allocate the net proceeds it will receive from an offering as described under “ Use of Proceeds ” in this Prospectus and the applicable Prospectus Supplement. However, the management will have broad discretion over the use of the net proceeds from an offering by the Company of the Securities. Because of the number and variability of factors that will determine the use of such proceeds, the Company’s ultimate use might vary substantially from its planned use. The failure by management to apply these funds effectively could have a material adverse effect on the business of the Company. Investors may not agree with how management allocates or spends the proceeds from an offering of the Securities. The Company may pursue acquisitions, collaborations or other opportunities that do not result in an increase in the market value of the Securities, including the market value of the Subordinate Voting Shares, and that may increase its losses.

Additional Financing

The continued development of the Company will require additional financing. There is no guarantee that the Company will be able to achieve its business objectives. The Company intends to fund its business

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objectives by way of additional offerings of equity and/or debt financing as well as through anticipated positive cash flow from operations in the future. 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 current 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 ”.

LEGAL MATTERS

Unless otherwise specified in a Prospectus Supplement relating to any Securities offered, certain legal matters relating to an offering of Securities under this Prospectus will be passed upon on behalf of the Company by DLA Piper (Canada) LLP. As of the date hereof, the designated professionals of DLA Piper (Canada) LLP, as a group, beneficially own, directly or indirectly, less than 1% of the outstanding securities of any class of the Company.

In addition, certain legal matters in connection with any offering and sale of Securities will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of such offering and sale by such underwriters, dealers or agents, as the case may be.

AUDITORS, TRANSFER AGENT AND REGISTRAR

Manning Elliott LLP, whose office is located at 1700, 1030 West Georgia Street, Vancouver, BC V6E 2Y3, is the auditor of the Company and is independent of the Company in accordance with the Chartered Professional Accountants of British Columbia Code of Professional Conduct.

The transfer agent and registrar for the Subordinate Voting Shares is Olympia Trust Company located at 1900, 925 West Georgia Street, Vancouver, BC V6C 3L2.

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 thereto. 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 damages if the Prospectus and any amendment thereto 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. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

In an offering of convertible, exchangeable or exercisable Securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus is limited, in certain provincial securities legislation, to the price at which the convertible, exchangeable or exercisable Securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser.

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CONTRACTUAL RIGHT OF RESCISSION

Original purchasers of convertible, exchangeable or exercisable Securities will have a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of the convertible, exchangeable or exercisable Securities. The contractual right of rescission will be further described in any applicable Prospectus Supplement, but will, in general, entitle such original purchasers to receive the amount paid for the applicable convertible, exchangeable or exercisable Security (and any additional amount paid upon conversion, exchange or exercise) upon surrender of the underlying Securities acquired thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable Security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable Security under this Prospectus.

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CERTIFICATE OF THE COMPANY

September 1, 2021

This 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 short form prospectus as required by the securities legislation in the provinces of British Columbia, Alberta and Ontario.

(signed) “ Matthew Stang ”

Matthew Stang Chief Executive Officer

(signed) “ Mathew Lee ”

Mathew Lee Chief Financial Officer

On behalf of the Board of Directors:

(signed) “ Martin Tobias ”

Martin Tobias Director

(signed) “ Sashko Despotovski ”

Sashko Despotovski Director

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Delic Holdings Corp. — Capital/Financing Update 2021

46016_rns_2021-09-01_45a14ab5-7f78-49c4-a218-08262cdda005.PDF

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

TABLE OF CONTENTS

Page

ABOUT THIS PROSPECTUS

ADVISORIES

Cautionary Statement Regarding Forward-Looking Information and Statements

Non-IFRS Financial Measures

Market, Independent Third Party and Industry Data

DOCUMENTS INCORPORATED BY REFERENCE

DESCRIPTION OF THE BUSINESS

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

PLAN OF DISTRIBUTION

DESCRIPTION OF SHARE CAPITAL

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Subordinate Voting Shares

Subordinate Voting Shares

Warrants

Description of Subscription Receipts

Debt Securities

Description of Units

CERTAIN INCOME TAX CONSIDERATIONS

PRIOR SALES

TRADING PRICE AND VOLUME

SELLING SECURITYHOLDERS

RISK FACTORS

COVID-19 Public Health Crisis

Forward-Looking Statements May Prove Inaccurate

Absence of a Public Market for Some of the Securities

Volatile Market Price of the Subordinate Voting Shares

Negative Cash Flow from Operations

Discretion over Use of Proceeds

Additional Financing

LEGAL MATTERS

AUDITORS, TRANSFER AGENT AND REGISTRAR

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

CONTRACTUAL RIGHT OF RESCISSION

CERTIFICATE OF THE COMPANY

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Delic Holdings Corp. Capital/Financing Update 2021