Indigenous Bloom Hemp Corp. — Annual Report 2021

Dec 9, 2021

INDIGENOUS BLOOM HEMP CORP. (FORMERLY VERITAS PHARMA INC.)

Form 2A

Listing Statement

December 8, 2021

Cautionary Statement Regarding Forward-Looking Information

Statements contained in this Listing Statement that are not historical facts are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements evaluating the market and general economic conditions and discussing future-oriented costs and expenditures. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Issuer, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to the agricultural industry, such as weather, climate conditions, market prices and exchange risks; environmental risks; reliance on licences from Health Canada; reliance on contract farmers; risks related to leasehold property; the yield of hemp biomass from acreage planted by the Issuer; the quantity and quality of hemp biomass harvested by the Issuer; the market for CBD oil; fluctuating prices for CBD oil; the level of CBD concentration in kief processed from hemp biomass; amount of revenue derived from the sale of CBD oil and other hemp products; distillation costs; risks related to the integration of the Issuer’s business; risks related to the Issuer’s operations; risks associated with the Issuer’s potential product liabilities; the effects of changes in technologies that might affect the Issuer’s business plans; general economic conditions; actions by government authorities; uncertainties associated with legal proceedings and negotiations; industry supply levels; competitive pricing pressures; and misjudgments in the course of preparing forward-looking statements, as well as those factors discussed in the section entitled “Risk Factors” in this Listing Statement. Although the Issuer has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking 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 statements.

The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this Listing Statement are made as of the date of this Listing Statement and, except as required under applicable securities laws, the Issuer does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise.

GLOSSARY

The following is a glossary of certain terms used in this Listing Statement. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders. Certain additional terms are defined within the body of this Listing Statement and in such cases will have the meanings ascribed thereto. In the event of a conflict between a term defined in the glossary and a term defined in the Policy manual of the Exchange the Exchange definition will govern.

12302161 Canada 3 Carbon ACMPR Affiliate Amalco Amalgamation Amalgamation Agreement Associate BCBCA Business Combination Agreement Cannabis Act Canadian Securities Laws Cannevert CBCA CBD CEO CFO Common Shares

refers to 12302161 Canada Inc., a company incorporated under the CBCA which, prior to the Amalgamation, was a wholly-owned Subsidiary of the Issuer, which amalgamated with Hempco pursuant to the Amalgamation to form Amalco . means 3 Carbon Extractions Inc., a corporation in which the Issuer previously held a 50% interest. means Access to Cannabis for Medical Purposes Regulations. has the meaning ascribed to such term in the_Securities Act_. means the amalgamated corporation under the CBCA which resulted from the Amalgamation which is named “Indigenous Bloom Hemp Corporation” and which is a wholly-owned Subsidiary of the Issuer. means the three-cornered amalgamation involving the Issuer, 12302161 Canada and Hempco pursuant to the Amalgamation Agreement, pursuant to which 12302161 Canada and Hempco amalgamated under the CBCA to form Amalco. means the amalgamation agreement dated February 17, 2021 made among the Issuer, Hempco and 12302161 Canada, a copy of which is available on SEDAR at www.sedar.com. has the meaning ascribed to such term in the Securities Act. means the_Business Corporations Act_(British Columbia) as amended, including the regulations promulgated thereunder. means the business combination agreement dated September 4, 2020, as amended February 17, 2021 and June 15, 2021, made among the Issuer, Hempco and 12302161 Canada, a copy of which is available on SEDAR atwww.sedar.com. means the_Cannabis Act_(Canada). means the Securities Act and the equivalent legislation in the other provinces where the Issuer is a reporting issuer, as amended from time to time, the rules, regulations and forms made or promulgated under any such statutes and the published policies, bulletins and notices of the regulatory authorities administering such statutes. means Cannevert Therapeutics Ltd., a wholly owned Subsidiary of the Issuer which was incorporated under the BCBCA on June 23, 2014. means the_Canada Business Corporations Act_, as amended. means cannabidiol, the non-psychoactive cannabinoid found in cannabis, including hemp. means Chief Executive Officer. means Chief Financial Officer. means the common shares of the Issuer as such shares are constituted following the Consolidation.

Consolidation	means the share consolidation of the Issuer’s common shares on the basis of two (2)
	pre-consolidation common shares for one (1) Common Share which was effective on
	September 1, 2021.
CSE	means the Canadian Securities Exchange.
Effective Date	means the date of completion of the Amalgamation, being September 24, 2021.
Exchange Ratio	means for each issued and outstanding Hempco Share, 3.1111 Common Shares,
	which was determined on the basis of the following: $28,000,000 ÷ closing price of
	the Common Shares on the CSE on the last trading day prior to the Effective Date
	($0.45) ÷ number of issued and outstanding Hempco Shares immediately prior to the
	Effective Date (20,000,000) = number of Common Shares issuable for each Hempco
	Share (3.1111) .
Hempco	means Indigenous Bloom Hemp Corporation, a company incorporated under the
	CBCA, which amalgamated with 12302161 Canada pursuant to the Amalgamation to
	form Amalco.
Hempco Shareholders	means the former holders of Hempco Shares.
Hempco Shares	means the Class A voting common shares of Hempco.
IFRS	International Financial Reporting Standards.
Industrial Hemp	means the_Industrial Hemp Regulations_promulgated under the Cannabis Act.
Regulations
Issuer	Means Indigenous Bloom Hemp Corp., formerly Veritas Pharma Inc., a company
	incorporated under the BCBCA.
MD&A	means Management’s discussion and analysis on Form 52-102F1.
Named Executive Officeror	has the meaning ascribed to such term under “Statement of Executive
NEO	Compensation”.
Securities Act	means the_Securities Act_(British Columbia), as amended.
SEDAR	means the System for Electronic Document Analysis and Retrieval of the Canadian
	Securities Administrators.
SOM	means Sechelt Organic Marijuana Corp., a wholly owned Subsidiary of the Issuer
	which was incorporated under the BCBCA on April 16, 2014.
Stock Option Plan	means the Issuer’s Stock Option Plan dated June 17, 2014.
Subsidiary	means, with respect to a person, any body corporate of which more than 50% of the
	outstanding shares ordinarily entitled to elect a majority of the board of directors
	thereof (whether or not shares of any other class will or might be entitled to vote upon
	the happening of any event or contingency) are at the time owned directly or indirectly
	by such person and will include any body corporate, partnership, joint venture or other
	entity over which it exercises direction or control or which is in a like relation to a
	subsidiary.
THC	means tetrahydrocannabinol.
Valuation Report	means the valuation report titled “Fair Market Value of the Shares of Indigenous
	_Bloom Hemp Corp.”_dated August 31, 2020 prepared for Hempco by the Valuator.
Valuator	means Maarschalk Valuations Inc. of Kelowna, British Columbia.

Item 1: Table of Contents

Page

Item	1:	Table of Contents.................................................................................................................... 5
Item	2:	Corporate Structure................................................................................................................ 6
Item	3:	General Development of the Business.................................................................................. 7
Item	4:	Narrative Description of the Business.................................................................................. 9
Item	5:	Selected Consolidated Financial Information.................................................................... 16
Item	6:	Management’s Discussion and Analysis............................................................................ 18
Item	7:	Market for Securities............................................................................................................. 18
Item	8:	Consolidated Capitalization................................................................................................. 19
Item	9:	Options to Purchase Securities........................................................................................... 19
Item	10:	Description of the Securities................................................................................................ 19
Item	11:	Escrowed Securities............................................................................................................. 20
Item	12:	Principal Shareholders......................................................................................................... 20
Item	13:	Directors and Officers........................................................................................................... 21
Item	14:	Capitalization......................................................................................................................... 24
Item	15:	Executive Compensation...................................................................................................... 26
Item	16:	Indebtedness of Directors and Executive Officers............................................................ 30
Item	17:	Risk Factors........................................................................................................................... 30
Item	18:	Promoters............................................................................................................................... 42
Item	19:	Legal Proceedings................................................................................................................. 43
Item	20:	Interests of Management and Others in Material Transactions........................................ 43
Item	21:	Auditors, Transfer Agents and Registrars.......................................................................... 43
Item	22:	Material Contracts................................................................................................................. 44
Item	23:	Interest of Experts................................................................................................................. 44
Item	24:	Other Material Facts.............................................................................................................. 44
Item	25:	Financial Statements............................................................................................................. 44

Schedule A – Financial Statements and MD&A of Indigenous Bloom Hemp Corp. (formerly Veritas Pharma Inc.)

Schedule B – Financial Statements and MD&A of Indigenous Bloom Hemp Corporation Schedule C – Pro Forma Financial Statements of Indigenous Bloom Hemp Corp.

Item 2: Corporate Structure

The full corporate name of the Issuer is Indigenous Bloom Hemp Corp. The head office and the registered office of the Issuer are located at Suite 3200 – 650 West Georgia Street., Vancouver, British Columbia, V6B 4P7.

The Issuer was incorporated on May 14, 2014 under the name “Seashore Organic Marijuana Corp. On September 20, 2014, the Issuer changed its name to “Seashore Organic Medicine Inc.” and on December 29, 2015, the Issuer changed its name to “Veritas Pharma Inc.”. On February 12, 2019, the Issuer consolidated its common shares on the basis of one post-consolidation common share for every ten preconsolidation common shares. On September 1, 2021, the Issuer completed the Consolidation and on September 24, 2021 the Issuer changed its name to “Indigenous Bloom Hemp Corp.”

The Issuer, Hempco and 12302161 Canada (which was a wholly-owned Subsidiary of the Issuer) entered into the Business Combination Agreement and the Amalgamation Agreement which provided for the Consolidation, the Amalgamation and for the Issuer to acquire all of the outstanding Hempco Shares, with Hempco Shareholders receiving an aggregate of 62,221,972 Common Shares valued at $28,000,000. The number of Common Shares was determined on the basis of the Exchange Ratio. Pursuant to the Amalgamation, 12302161 Canada and Hempco amalgamated to form Amalco, which is a wholly-owned Subsidiary of the Issuer. Amalco is named Indigenous Bloom Hemp Corporation. The Effective Date of the Amalgamation was September 24, 2021.

Organizational Chart

The chart below illustrates the corporate structure of the Issuer prior to the completion of the Amalgamation.

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VERITAS PHARMA INC.
( British Columbia )
100%
12302161 Sechelt Organic Cannevert Veritas Pharma
Canada Inc. Marijuana Corp. Therapeutics Ltd. Puerto Rico LLC
(Canada) ( British Columbia) ( British Columbia) ( Puerto Rico )
----- End of picture text -----

The chart below illustrates the corporate structure of the Issuer immediately following the completion of the Amalgamation.

INDIGENOUS BLOOM HEMP CORP. ( British Columbia ) 100%

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----- Start of picture text -----

Indigenous Bloom Sechelt Organic Cannevert Veritas Pharma
Hemp Corporation Marijuana Corp. Therapeutics Ltd. Puerto Rico LLC
(Canada) ( British Columbia) ( British Columbia) ( Puerto Rico )
----- End of picture text -----

Item 3: General Development of the Business

Prior to entering into the Business Combination Agreement, the Issuer, through its wholly owned Subsidiary Cannevert, was in the business of medical cannabis research. The Issuer, through Cannevert, had obtained three licences from Health Canada allowing it to conduct medical cannabis research, recognizing that there was a critical need for clinical data to support medical marijuana claims. The Issuer’s aim was to develop the most effective cannabis strains (cultivars) specific to pain, nausea, epilepsy and PTSD. The licences were numbered LIC-CDL-042-2019-1 for Cannabis Drug License, LIC-X1RC8BQQL3-2019-1 for Analytical Testing and LIC LNKR87CAWH-2019-1 for Research and have all expired.

The Issuer’s business model was to use a low-cost research and development model, bringing together veteran academic pharmacologists, anesthetists & chemists. Through Cannevert, the Issuer embarked on “proof of concept” clinical trials in San Juan, Puerto Rico with the mission to patent protect IP (cultivars & strains) and sell or license to cancer clinics, the insurance industry and pharma, targeting multi-billion-dollar markets.

The clinical trials ran from September through November 2019. This study was an initial proof-of-concept study to examine the safety, tolerability, and efficacy of Cannavert’s lead medical cannabis composition, CTL-X, in the alleviation of pain, in normal subjects, as induced by a painful stimulus designed to simulate acute pain. Initial analysis of the clinical trial data gave positive safety data for CTL-X, but limited efficacy of this cannabis blend in reducing simulated acute pain with trivial or no adverse effects. Further analysis of the data did not provide the anticipated results and the Issuer decided against furthering the clinical trials and development. All research and development were halted and the Cannevert’s licenses were surrendered on December 31, 2020.

Three Year History

The Issuer completed three important purchases as part of its growth strategy as a medical cannabis research company:

1. The purchase of a 100% interest in SOM, which was completed on February 23, 2018, in consideration for 1,454,545 common shares valued at $800,000. SOM had applied with Health Canada for a medical marijuana production and distribution license under the ACMPR which would allow it to grow its own new strains of cannabis for medical purposes and demonstrate additional medical benefits. This business has been discontinued and SOM no longer has any licences from Health Canada.

2. The purchase of a 100% interest in Cannevert, which was completed on March 21, 2018, in consideration for cash advances of $1,500,000 and 500,000 common shares at a price of $5.40 per share for an aggregate of $2,700,000. Cannevert was managed by a group of chemists, pharmacologists and other medical professionals and acted as the research arm of the Issuer.

3. The purchase of a 50% interest in 3 Carbon, which was completed on August 27, 2018, in consideration for $400,000 and 150,000 common shares at a price of $2.45 per share for an aggregate of $367,500. The purpose of the acquisition was for 3 Carbon to assist the Issuer in its effort of producing medical cannabis extracts for sale to licensed producers and third parties focused on conducting further clinical investigations. On June 25, 2019, the Issuer disposed of its interest in 3 Carbon to a former director for $375,000.

The Issuer has funded its operations with proceeds from equity financings and expects to seek additional funding through equity financings to finance its growth initiatives. However, if capital market conditions in general or with respect to the sector or development stage companies such as the Issuer are unfavorable, its ability to obtain additional investment will be adversely affected. The Issuer is currently looking for potential revenue streams. The Issuer anticipates a future revenue stream from the operations of Amalco.

Listing Statement – Indigenous Bloom Hemp Corp.

Page 7 of 44

Recent Developments

On September 4, 2020, the Issuer, Hempco and 12302161 Canada entered into the Business Combination Agreement, which was amended effective February 17, 2021 and June 15, 2021, and on February 17, 2021, the Issuer, Hempco and 12302161 Canada entered into the Amalgamation Agreement.

The principal terms of the Amalgamation are as follows:

1. On September 1, 2021, the Issuer completed the Consolidation, which reduced the number of preconsolidation common shares then issued and outstanding to 8,347,330 Common Shares and on September 24, 2021 the Issuer changed its name to “Indigenous Bloom Hemp Corp.”.

2. The Amalgamation was structured as a triangular amalgamation, wherein Hempco amalgamated with 12302161 Canada and as a result of the Amalgamation, the Issuer acquired all of the outstanding shares of Hempco in exchange for an aggregate of 62,221,972 Common Shares having a value of $28,000,000. The number of Common Shares was determined on the basis of the Exchange Ratio and the Effective Date of the Amalgamation was September 24, 2021.

Valuation Report

The Valuator was retained to prepare the Valuation Report for Hempco. Within the scope, assumptions and limitations of its engagement, the Valuator concluded that the fair market value of Hempco’s business enterprise on August 31, 2020 was in the range of $25,500,000 to $31,800,000. This is the estimated value of the net business assets of Hempco (including goodwill), before taking account of assumed and contingent liabilities. After deducting long-term loans and long-term lease liabilities and making a notional adjustment for the latent or notional tax on goodwill, the Valuator concluded that the fair market value of Hempco’s shares on August 31, 2020 was in the range $24,000,000 to $30,000,000. The Valuator’s calculations are contained in the Valuation Report, a copy of which is available under the Issuer’s profile on the SEDAR website at www.sedar.com.

Fair market value (“ FMV ”) is value in a “fair” market and for the purposes of the Valuation Report is defined as “the highest price available in an open and unrestricted market, between informed and prudent parties, acting at arm’s length and under no compulsion to act. Fair market value is expressed in terms of current cash or money’s worth.” FMV is a notional concept and its calculation does not involve exposing the business to the market for sale. FMV is not the same as price. The price at which a business may ultimately be sold is influenced by many factors, such as unique negotiating positions, non-cash settlement terms or differing motivations for undertaking the sale, which are not usually considered in determining FMV.

In the calculation of the fair market value of the shares of Hempco, the Valuator used the discounted cashflow method. This method is considered suitable for businesses that have limited financial history, but which are expected to generate strong cash flows for at least the next few years, within a changing risk environment.

Key assumptions made in the Valuation Report include the following:

1. That all contracts required for the fulfillment of management’s projections, none of which were verified by the Valuator, will be in place in a timely manner and that the crop will be grown, processed and sold commencing in the 2021 calendar year;

2. That management’s inputs used for the base case scenario are broadly achievable, notwithstanding that it is realistic to expect some variations and shortfalls;

3. That production will reach full capacity in 2021;

4. That the final market for Hempco’s products will be sufficient to absorb all of Hempco’s production of oil starting in 2021; and

5. That the impact of the Covid-19 pandemic on Hempco’s business would be limited.

Listing Statement – Indigenous Bloom Hemp Corp.

Page 8 of 44

The Valuation Report was an update and replacement to two previous reports by the Valuator, one dated February 29, 2020 and one dated April 30, 2020.

In the February 29, 2020 report, the Valuator concluded that the fair market value of Hempco’s business enterprise on February 29, 2020 was in the range of $51,000,000 to $62,000,000. This is the estimated value of the net business assets of Hempco (including goodwill), before taking account of assumed and contingent liabilities. After deducting an assumed liability to related parties for capital inputs and making a notional adjustment for the latent or notional tax on goodwill, the Valuator concluded that the fair market value of Hempco’s shares on February 29, 2020 was in the range $48,000,000 to $59,000,000.

In the April 30, 2020 report, the Valuator concluded that the fair market value of Hempco’s business enterprise on April 30, 2020 was in the range of $24,700,000 to $30,100,000. This is the estimated value of the net business assets of Hempco (including goodwill), before taking account of assumed and contingent liabilities. After deducting an assumed liability to related parties for capital inputs and making a notional adjustment for the latent or notional tax on goodwill, the Valuator concluded that the fair market value of Hempco’s shares on April 30, 2020 was in the range $23,000,000 to $28,000,000.

Both the February 29, 2020 report and the April 30, 2020 report are available under the Issuer’s profile on the SEDAR website at www.sedar.com.

Item 4: Narrative Description of the Business

The Issuer, through Amalco, is engaged in the farming and cultivation of hemp biomass for third party processing. Amalco also intends to develop or acquire the rights to additional hemp products such as health supplements, nutritional products, food stuffs and beauty products, initially in Canada and it will then investigate other markets. Amalco will concentrate its efforts in the vertical and horizonal hemp markets. Amalco has acquired an exclusive worldwide license to patent pending technology for separating hemp and cannabis plant matter during the harvesting process that management of the Issuer believes will provide a cost-effective, energy efficient, carbon neutral process of separation. The license was acquired pursuant to the Technology License Agreement described below.

Principal Products or Services

Overview

Amalco currently operates a large-scale industrial hemp farm in Southern Manitoba on approximately 310 acres of zoned farmland. The farmland is leased by Chris Federowich and Delores Federowich, pursuant to a lease agreement dated April 2, 2021 with Amy LaRose. The lease is for a term of two years expiring on April 1, 2023 and covers 310 acres. Lease costs are $75 plus GST per acre per year and are paid by Amalco.

Amalco has entered into a contract for farming services dated July 20, 2020, as extended May 18, 2021 (the ” Independent Contractors Services Agreement ”) with Federowich Farms (the “ Contractor ”) to provide farming, cultivating and harvesting services for industrial hemp on the leased farmland. The agreement expires on May 31, 2022. The Contractor is operating under a licence from Health Canada which allows for the cultivation of hemp and the sale of seed, grain, flowering heads, leaves and branches. The licence expires on April 16, 2026. In consideration for the farming services, Amalco pays the contractor a fee of $200 per acre planted. The Contractor has also been granted the option to purchase 50,000 Common Shares at a price of $0.34 per share on or before June 1, 2022.

Under the Independent Contractors Services Agreement, the Contractor is required to farm, cultivate and harvest 200 acres.

Amalco has made an application to Health Canada for an Industrial Hemp Licence which will allow for the cultivation and sale of industrial hemp in the form of seed, grain, flowering heads, leaves and branches. Amalco’s licence application is currently being processed by Health Canada and Amalco has been advised by Health Canada that its application is in the final stage.

Listing Statement – Indigenous Bloom Hemp Corp.

Page 9 of 44

The primary business of Amalco is the sale of hemp biomass and flower for processing into phytocannabinoid rich (“ PCR ”) extracts derived from hemp biomass. Amalco is currently planting crops using CBD dominant genetics. Amalco also intends to develop or acquire the rights to additional hemp products such as health supplements, nutritional products, food stuffs and beauty products for general consumer end-use. All of the PCR hemp, hemp extracts and hemp products produced or sold by Amalco will contain less than 0.3% THC, ensuring that they are compliant with the Industrial Hemp Regulations, thus falling under the definition of industrial hemp. Plans include the development of various product lines and propagation through A-Sexual reproduction which is expected to increase production capacity and accelerate the development of genetic stock.

Cultivation Operations

The growing region in Manitoba is widely regarded in the industry as one of the best climates in North America for the cultivation of Hemp. Hemp is one of the world’s most versatile plant materials and Amalco intends to be a leader in hemp applications and harvesting methodology. As part of Amalco’s commitment, it continues to work towards streamlining the harvesting process and to maximize the productivity and profitability of hemp.

Amalco is committed to being innovative in the Hemp Industry while maintaining a dedication to the quality of product and working towards being carbon neutral. Amalco intends to seed and harvest one crop per year.

During 2020 Amalco seeded and harvested approximately 50,000 kilograms of hemp biomass. The biomass was processed using the Licensed Technology (as defined below), achieving a throughput of 18,600 kilograms in a two hour period. The resulting CBD content was concentrated up to an average of 8% and reduced the biomass content by 96%. The resulting material was sent to Bioscision in Winnipeg, MB for analytical testing. Amalco currently has 1200 kilograms of CBD rich product moving through additional research and development.

The harvested crop from the 2020 season was dedicated fully to research and development, and the 2021 season commenced with additional testing of the Licensed Technology. Supplementary testing commenced in October 2021 and initial results demonstrated that additional modifications needed to be made to the machinery as the CBD trichomes were being damaged when put through the combine during harvesting. This caused the loss of approximately 20% of Amalco’s harvest.

During 2021, Amalco planted 200 acres; 160 acres were planted with Abound seed and 40 acres were planted with female clones of the Cherry Blossom and Sentium varieties. Female plants tend to be shorter, and the flowers are more tightly clustered. After pollination the female plant will continue to grow and develop seeds. As a means to help offset the current year costs, Amalco has allowed for a substantial amount of seed grain to be harvested and anticipates approximately 160,000 pounds of seed grain sales.

Amalco harvested the 160 acres of planted and cultivated Abound seed in October 2021 which yielded approximately 85,000 kilograms of biomass which was reduced to 4,200 pounds of kief. Field testing indicators averaged a 12% CBD concentration, and samples have been sent to Bioscision in Winnipeg, MB for further testing.

The 40 acres of Cherry Blossom and Sentium clones were harvested on November 6 and 7 of 2021. Initial field testing is positive and samples have been sent for testing. Our anticipated yield from the 40 acres of clones is 64,000 kilograms of biomass which is expected to be reduced down to approximately 1,200 pounds of kief, and the final CBD concentration after processing is anticipated to be 12% or higher.

The cost of hemp seed and clones was approximately $185,000 and planting expenses were approximately $40,000. Expenses for fertilizer and drainage were $38,000 and $80,000 respectively. The machinery which utilizes the Licensed Technology will be serviced and, as part of ongoing research and development, it will be tested for unusual wear and tear. The blades and head of the combine will be tested for damage and will be recalibrated for optimum use next season. The estimated cost is $20,000.

As part of its long-term growth and efficiency protocols, Amalco has mechanized substantial parts of its operation, including the use of combines for harvesting, and tunnel/barrel dryers for post harvesting. Amalco

Listing Statement – Indigenous Bloom Hemp Corp.

Page 10 of 44

has acquired an exclusive worldwide license to patent pending technology (the “ Licensed Technology ”) for separating hemp and cannabis plant matter during the harvesting process that management of the Issuer believes will provide a cost-effective, energy efficient, carbon neutral process of separation.

Amalco acquired the license to use and sell products utilizing the Licensed Technology pursuant to an agreement (the “ Technology License Agreement ”) dated November 30, 2020 with 1251683 B.C. Ltd. (the “ Licensor ”). As consideration for the license, Amalco is required to pay the Licensor $1,200,000 and a royalty of 8% of any monies received by Amalco from the sale, lease, rental, sublicense or other disposition of products utilizing the Licensed Technology. Payments to the Licensor over the ensuing twelve months are expected to be $1,683,223. Michael Matvieshen, who owns beneficially owns, or controls or directs, directly or indirectly, 17.22% of the issued and outstanding Common Shares, owns a one-third interest in the Licensor.

Processing and Sales

Amalco is negotiating with a Health Canada licenced extraction firm in Ontario to perform contract extraction services of CBD from the hemp produced by Amalco.

Based upon historical yields, Amalco is projecting the production of just over 3,283 kilograms of CBD oil from the hemp biomass from the current year’s harvest. Revenue from the sale of CBD at current federal market values is projected to be an aggregate of $21,040,000. Distillation costs are estimated to be 50% of aggregate revenue.

Our Products

Amalco currently has two products which it plans to sell and is in the process of expanding its product line. Amalco’s primary product to date is hemp biomass, which will be sold pre-processed to customers and partners who process the biomass into CBD oil. Its secondary product consists of bulk hemp material such as grain (seeds) for both food and agriculture (replanting) and separated CBD rich kief for further extraction and processing into consumer goods.

Development of Business

The Licensed Technology will allow for onsite processing as the 2021 crop is harvested. Amalco intends to apply for a licence from Health Canada to process hemp extract and is investigating the viability and cost of constructing its own extraction facility.

Competition within the Industry

The markets for businesses in the hemp and CBD oil industries are competitive and evolving. In particular, Amalco faces strong competition from both existing and emerging companies that offer similar products. Some of its current and potential competitors may have longer operating histories, greater financial, marketing and other resources and larger customer bases than Amalco. Given the rapid changes affecting the global, national, and regional economies generally and the hemp and CBD oil industries in particular, Amalco may not be able to create and maintain a competitive advantage in the marketplace. Amalco’s success will depend on its ability to keep pace with any changes in such markets, especially in light of legal and regulatory changes. Its success will depend on Amalco’s ability to respond to, among other things, changes in the economy, market conditions, and competitive pressures. Any failure by Amalco to anticipate or respond adequately to such changes could have a material adverse effect on its financial condition, operating results, liquidity, cash flow and operational performance.

Intra-Industry Competition

The number of competitors in Amalco’s market segment is expected to increase, both nationally and internationally, which could negatively impact Amalco’s market share and demand for products. There is potential that Amalco will face intense competition from other companies, some of which can be expected to have longer operating histories and more financial resources and manufacturing and marketing experience than Amalco. Increased competition by larger and better financed competitors could materially

Listing Statement – Indigenous Bloom Hemp Corp.

Page 11 of 44

and adversely affect the business, financial condition and results of operations of Amalco. Amalco also faces competition from producers who may not comply with applicable regulations. As a result, such producers may have lower operating costs, make impermissible claims and utilize other competitive advantages based on circumvention of regulatory requirements. Amalco may not have sufficient resources to maintain research and development, marketing, sales and customer support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations of Amalco. Increased international competition might lower the demand for Amalco’s products on a global scale.

Short Term Objectives and How We Intend to Achieve Them

Short term success will be influenced by the achievement of full mechanization of harvest and post harvest processing. Amalco’s objectives include having the harvesting equipment operating at maximum yield with the ability to process over 1000 acres per season, which would be a mix of Amalco’s product as well as third party harvest product which would be sub-contracted. Profitability in the short-term will directly impact Amalco’s ability to meet its longer term objectives.

Long Term Business Objectives

Amalco’s long-term objective is to achieve vertical integration of its operations, positioning itself as a producer of industrial hemp products in North America and globally. Amalco plans to eventually produce its own distillate and sell its own product and has retained an agent to prepare the application for a Processing and Sales with Possession Licence.

Market Overview

Canada’s commercial hemp industry is fairly new: Canada began to issue licenses for research crops in 1994, followed by commercial licenses starting in 1998. Since hemp cultivation was legalized in Canada, production has been variable year to year but generally increasing.

According to the most recent data from Health Canada, 31,537 hectares of industrial hemp were planted in Canada in 2018, 37,435 hectares of industrial hemp were planted in 2019 and 22,243 hectares of industrial hemp were planted in 2020.

According to Health Canada, the number of cultivation licences has also varied from year to year, with 542 licences issued in 2018, 866 licences issued in 2019 and 1,269 licences issued in 2020.

(https://www.canada.ca/en/health-canada/services/drugs-medication/cannabis/producing-sellinghemp/about-hemp-canada-hemp-industry/statistics-reports-fact-sheets-hemp.html)

According to Grand View Research, the global hemp market size was estimated at about U.S $5.33 billion in 2020 up from U.S. $4.71 billion in 2019 and is projected to grow at a compound annual growth rate of 16% to U.S $15.26 billion by 2027.

(https://www.grandviewresearch.com/industry-analysis/industrial-hemp-market)

According to Grand View Research, the global CBD market declined by 6.1% from 2019 to 2020 as a result of the COVID-19 pandemic, but is projected to accelerate from U.S. $2.8 billion in 2020 to U.S. $3.5 billion in 2021 and to U.S. $13.4 billion in 2028, at a CAGR of 21.2% from 2021 to 2028.

(https://www.grandviewresearch.com/industry-analysis/cannabidiol-cbd-market)

Market estimates for the value of hemp-derived CBD in Canada are limited, but according to the Canadian Hemp Trade Alliance the overall Canadian hemp industry could be worth $1 billion a year by 2023.

(https://www.growopportunity.ca/unhampered-hemp/)

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Regulatory Regime in Canada

An industrial hemp licence is required to undertake most commercial activities associated with the growing, selling, import/export, cleaning and processing of hemp seed, grain, fibre and chaff (flowers, leaves and stems).

The holder of a cultivation licence under the Industrial Hemp Regulations must grow from pedigreed seed of industrial hemp varieties approved for commercial cultivation (i.e. those listed on the List of Approved Cultivars (the “ LOAC” )). An exception is made for plant breeders. The Industrial Hemp Regulations require that the holder of a licence that authorizes cultivation for seed test for THC, for the purpose of determining the concentration of THC in the flowering heads and leaves. Field sampling and testing for THC content is only required for cultivation for seed and plant breeding. Commercial hemp producers planting registered cultivars are not required to test plants for THC during the growing season.

Members of the Interdepartmental Working Group on Industrial Hemp Cultivars (the “ Working Group ”), which includes representatives from the Canadian Food Inspection Agency, Agriculture and Agri-Food Canada, and the Canadian Seed Growers' Association, work together to make recommendations to Health Canada regarding the industrial hemp varieties that should be considered for addition to the LOAC, as well as those that should be placed under observation or removed from the list due to a potential to exhibit more than 0.3% THC. Proposals for the addition of new cultivars on the LOAC or removal are evaluated by the Working Group and Health Canada twice yearly. The LOAC contains information on the varieties of industrial hemp that may be used for commercial production in Canada, and the results of THC testing for each variety.

Hemp grain (capable of germination) can only be sold by producers to licenced hemp buyers (processors, dealers or exporters). Hemp chaff (flowers, leaves and stems) can only be sold by producers to licenced cultivators, processors and sellers of cannabis under the Cannabis Act (“ LPs ”). Only these licence holders are allowed to extract and sell CBD derived from the hemp plant. Hemp-derived CBDs can be sold by LPs within Canada’s regulated cannabis markets. Limited opportunities exist for LPs to export hemp-derived CBD to internationally recognized medical marijuana and research programs. Once hemp fibre is removed from the field, no licence is needed. Seed, once processed into an edible or consumable product and so rendered non-viable, does not require a licence.

Security Clearances

Under the Cannabis Regulations, certain people associated with cannabis licensees, including individuals occupying a “key position” such as directors, officers, large shareholders, and individuals identified by the Minister of Health, must hold a valid security clearance issued by the Minister, however, the Cannabis Regulations do not apply to the holder of a licence under the Industrial Hemp Regulations.

Cannabis Tracking and Licensing System

Under the Cannabis Act, the Minister is authorized to establish and maintain a national cannabis tracking system, the purpose of which is to track cannabis throughout the supply chain to help prevent diversion of cannabis into and out of the illicit market. The Cannabis Regulations provide the Minister with the authority to make a ministerial order that would require certain persons named in such order to report specific information about their authorized activities with cannabis, in the form and manner specified by the Minister. Accordingly, the Minister has introduced the Cannabis Tracking and Licensing System (the “ CTLS ”). License-holders are required to use the CTLS to submit monthly reports to the Minister pursuant to the Cannabis Tracking System Order, SOR/2019-202.

Cosmetics Containing Hemp

Per Health Canada’s Cosmetic Ingredient Hotlist, the use of hemp derivatives (other than certain hemp seed derivatives containing no more than 10 parts per million THC) in cosmetics, are permitted, subject to the provisions of the Cosmetic Ingredient Hotlist and the Industrial Hemp Regulations.

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Business Objectives

The Issuer expects to accomplish the following business objectives over the 12-month period following completion of the Amalgamation, directly or through its wholly owned subsidiaries:

1. Harvest 200 acres of Hemp biomass in October 2021.

2. Enter into partnerships and/or joint ventures to process and sell Hemp biomass (ongoing over the ensuing 12 months).

4. Obtain an Industrial Hemp Licence from Health Canada.

5. Continue to develop and refine processing equipment and harvesting procedures (ongoing over the ensuing 12 months).

6. Outline and implement plans for vertical integration (ongoing over the ensuing 12 months).

For the estimated costs of items 1 and 2 above, refer to “ Significant Events Milestones ” and “ Total Funds Available ” below. Costs for items 3, 4 and 5 are not expected to be material in relation to anticipated revenues. As Amalco is in a phase of growth, it may add or amend to the foregoing objectives, which may require additional financing.

Significant Events Milestones

To achieve the business objectives set out above, the following milestones must be met by the Issuer, certain of which may or are likely to be completed simultaneously:

Description	Timeframe	Estimated Cost
Plant 160 acres of seeds and 40 acres of clones	Completed	$185,000 for seeds and clones, $40,000 for planting and lease and tractor expense of $60,000
Drainage, fertilizer and harvesting of hemp - 200 acres	Fall 2021	Drainage $80,000, fertilizer $38,000 and harvesting$40,000
Sell harvested biomass to licenced party or joint venture forprocessinginto distillate	December 2021 – March 2022	$10,520,145
Enter into agreement or joint venture for sale of finalproduct	Winter 2021/Spring 2022	Nominal cost

Other than as described in this Listing Statement, there are no other significant events or milestones that must occur for the Issuer’s business objectives to be accomplished. However, there is no guarantee that the Issuer will meet its business objectives or milestones described above within the specific time periods, within the estimated costs or at all. The Issuer may, for sound business reasons, reallocate its time or capital resources, or both, differently than as described above.

Total Funds Available

As of October 31, 2021, the Issuer had an estimated working capital deficit (on a pro forma basis after giving effect to the Amalgamation) of $1,251,335. The following table represents the available funds of the Issuer and the principal purpose of those funds over a 12-month period:

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Sources and Uses of Funds	Funds Available
Issuer’s estimated workingcapital(deficit)as at October 31, 2021	$(1,027,242)(1)
Hempco’s estimated workingcapital(deficit)as at October 31, 2021	$(224,093)(2)(3)
Estimated revenue(4)	$21,040,291
Available funds of the ResultingIssuer	$19,788,956
Principal Purpose
Hempseeds and clones	$185,000
Planting	$40,000
Harvesting	$40,000
Royaltyto Licensor	$1,683,223
Fertilizer	$38,000
Drainagepackage	$80,000
Lease expense(land and tractor)	$60,000
Production Manager	$10,000
Estimated cost for distillation of CBD oil(5)	$10,520,145
General and administrative costs estimated for operating12 months(6)	$564,000
Total Expenses	$13,220,368

(1) This amount excludes liabilities of $482,864 which were re-classified as long-term liabilities effective June 21, 2021.

(2) This amount excludes liabilities of $887,949 which were re-classified as long-term liabilities effective June 21, 2021.

(3) This amount excludes the biological assets which is included below in the estimated revenue

• (4) This amount is estimated net revenue from the sale of just over 3,283 kgs of CBD from the biological assets at maturity and at a sale price of $8,000 per kg..

• (5) Distillation costs are estimated to be 50% of the revenue from the sale of CBD oil and 47.35% of revenue was used in calculating estimated distillation costs.

• (6) General and administrative costs include: consulting fees ($298,000); audit ($40,000); accounting and legal ($170,000); communications ($12,000); office rent ($10,000); travel ($16,000); and miscellaneous ($18,000).

There may be circumstances where, for sound business reasons, a reallocation of the funds may be necessary. The actual amount of revenue may vary significantly from the estimate above and will depend on a number of factors. The actual amount that the Issuer spends in connection with each of the intended uses of proceeds may vary significantly from the amounts specified above and will depend on a number of factors. Refer to “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors”. However, it is anticipated that the available funds will be sufficient to satisfy the Issuer’s objectives over the next 12 months.

Ability to Access Public and Private Capital

The Issuer has historically, and management believes the Issuer will, in the future have, adequate access to equity from prospectus exempt (private placement) markets in Canada. The Issuer plans to (i) continue to access equity financing through private markets, and (ii) access equity financing through public markets in Canada, if listed on the CSE or another stock exchange. Further, the Issuer’s executive team and board also have extensive relationships with sources of private capital (such as high net worth individuals). Current proceeds from the Issuer’s financings will be used to finance the continued growth of the Issuer’s business. In addition, from time to time, the Issuer may enter into transactions to acquire assets or the shares of other organizations. These transactions may be financed wholly or partially with debt, which may increase the Issuer’s debt levels above industry standards, or through the issuance of shares which will be dilutive to the current shareholders.

Although there has been an increase in the amount of private financing available over the last several years, there is neither a broad nor deep pool of institutional capital that is available to cannabis licence holders and licence applicants. There can be no assurance that additional financing, if raised privately, will be available to the Issuer when needed or on terms which are acceptable. The Issuer’s inability to raise

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financing to fund capital expenditures or acquisitions could limit its growth and may have a material adverse effect upon future profitability. See section entitled “ Risk Factors ” below.

Employees

The Issuer has one full-time and no part-time employees. The Issuer has approximately five consultants providing services on an independent contractor basis.

The Issuer’s business requires specialized skills and knowledge of the hemp industry. Management of the Issuer is composed of certain individuals who have expertise in this industry and are complemented by the board of directors of the Issuer. The Issuer’s future success will depend, in part, on its ability to continue to attract, retain and motivate highly qualified technical and management personnel, for whom competition is intense.

Trends, Commitments, Events or Uncertainties

The most significant trends and uncertainties which the Issuer’s management expects could impact its business and financial condition are (i) the changing legal and regulatory regime which regulates the production, sale and export of hemp and hemp related products in each territory in which it intends to operate in some capacity; (ii) the market for CBD oil and other hemp related products; (iii) the ability of companies who may receive funds from the sale of hemp and hemp related products to adequately track and legally transfer such funds; and (iii) the ability of companies (including the Issuer) to raise adequate capital to carry out their business objectives.

Item 5: Selected Consolidated Financial Information

The following selected financial information is subject to the detailed information contained in the financial statements of the Issuer and notes thereto and should be read in conjunction with those financial statements. The following table sets out certain selected financial information of the Issuer for the periods indicated which was extracted from the Issuer’s unaudited consolidated financial statements for the three months ended July 31, 2021 and the Issuer’s audited consolidated financial statements for the years ended April 30, 2021, 2020 and 2019, copies of which are attached to this Listing Statement (see Schedule A) and are also available under the Issuer’s profile on the SEDAR website at www.sedar.com.

Annual Data - Issuer

	Three months ended Year ended Year ended Year ended
	July 31, 2021 April 30, 2021 April 30, 2020 April 30, 2019
	(Unaudited) (Audited) (Audited) (Audited)
	($) ($) ($) ($)
Total Expenses Other Income (Expense) Net Loss Loss Per Share – Basic and Diluted Total Assets Total Liabilities Working Capital (Deficit) Shareholders’ Equity (Deficiency) Weighted Average Common Shares Issues and Outstanding (end of period)	238,798 560,787 1,732,805 3,239,277 (998) (41,359) (49,683) (8,659,513) (239,796) (602,146) (1,782,488) (11,898,790) (0.03) (0.07) (0.29) (1.32)
	404,194 730 15,109 757,954 1,937,999 1,294,739 890,156 1,219,131 (1,100,080) (1,294,009) (875,047) (1,155,616) (1,533,805) (1,294,009) (875,047) (461,177) 8,347,330 8,179,454 6,913,107 9,021,235

The following table summarizes financial information of Hempco for the three months ended August 31, 2021, for the period from July 31, 2019 (date of incorporation) to May 31, 2020 and for the year ended May,

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31, 2021 (see Schedule B). This summary financial information should be read in conjunction with the unaudited financial statements of Hempco for the three months ended August 31, 2021 and the audited financial statements for the period from July 31, 2019 (date of incorporation) to May 31, 2020 and for the year ended May 31, 2021 (see Schedule B).

Financial Data - Hempco

	For the period July 31, 2019 (date of
	Three months ended Year ended incorporation) to
	August 31, 2021 May 31, 2021 May 31, 2020
	(Unaudited) (Audited) (Audited)
	($) ($) ($)
Total Revenues Other Income (Expense) Net Income (Loss) from operations Net Earnings (Loss) Per Share – Basic and Diluted Total Assets Total Liabilities Working Capital (Deficit) Shareholders’ Equity (Deficiency) Weighted Average Common Shares Issued and Outstanding (end of period)	Nil Nil Nil 6,098,847 Nil Nil 6,028,865 (399,815) (384,449) 0.30 (0.02) (3,844)
	7,321,255 685,161 607,281 1,790,319 1,183,090 991,729 5,036,244 (929,911) (792,620) 5,530,936 (497,929) (384,448) 20,000,000 19,178,086 100

Quarterly Data – Issuer

	First Quarter ended Jul 31, 2021 ($) Fourth Quarter ended Apr 30, 2021 ($) Third Quarter ended Jan 31, 2021 ($) Second Quarter ended Oct 31, 2020 ($) First Quarter ended Jul 31, 2020 ($) Fourth Quarter ended Apr 30, 2020 ($) Third Quarter ended Jan 31, 2020 ($) Second Quarter ended Oct 31, 2019 ($)
Net Income (Loss) Income (Loss) Per Share – Basic and Diluted Total assets Total liabilities	(239,796) (95,016) (98,154) (264,679) (144,297) (372,670) (256,704) (255,439) (0.03) (0.01) (0.01) (0.02) (0.01) (0.03) (0.02) (0.02) 404,194 730 747 4,707 8,664 15,109 21,890 414,338 1,937,999 1,294,739 1,199,740 1,105,546 1,028,008 890,156 1,293,435 1,429,809

The information above has been derived from and should be read in conjunction with Issuer’s financial statements for the relevant quarterly periods, which are incorporated herein by reference, copies of which can be found under the Issuer’s profile on SEDAR at www.sedar.com.

Pro-forma Financial Information

The following table summarizes pro-forma financial information of the Issuer as at July 31, 2021. Pro-forma consolidated financial statements of the Issuer as at July 31, 2021, after giving effect to the Amalgamation, are attached to this Listing Statement in Schedule C.

	July 31, 2021 (Unaudited) ($)
Total Current Assets	6,711,745

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	July 31, 2021
	(Unaudited)
	($)
Total Assets	7,321,942
Total Current Liabilities	2,775,581
Total Liabilities	3,324,811
WorkingCapital	3,936,164
Shareholders’ Equity	3,997,131

Dividends

The Issuer has not paid any dividends to date.

Item 6: Management’s Discussion and Analysis

The Issuer’s MD&A for the three month period ending July 31, 2021 and for the years ending April 30, 2021 and 2020 are attached to this Listing Statement in Schedule A. Copies can also be found under the Issuer’s profile on SEDAR at www.sedar.com. Such MD&A, representing a discussion and analysis of financial position and results of operations of the Issuer should be read in conjunction with the Issuer’s unaudited consolidated financial statements for the three month period ended July 31, 2021 and the audited consolidated financial statements for the years ended April 30, 2021 and 2020.

A copy of Hempco’s MD&A for the three months ended August 31, 2021, the period from July 31, 2019 (date of incorporation) to May 31, 2020 and for the year ended May 31, 2021 are attached to this Listing Statement in Schedule B. The Hempco MD&A should be read in conjunction with Hempco’s unaudited financial statements for the three month period ended August 31, 2021 and audited financial statements for the period from July 31, 2019 (date of incorporation) to May 31, 2020 and the year ended May 31, 2021.

Item 7: Market for Securities

The Common Shares commenced trading on the CSE on August 12, 2014. The Common Shares have not traded on the CSE since September 15, 2021 and will commence trading under the symbol “IBH” on a date to be determined by the CSE. The following table sets forth information relating to the trading of the Common Chares on the CSE since April, 2020:

Month(1)	High ($)	Low ($)	Close ($)	Monthly Volume
September 1 – 15, 2021	0.475	0.17	0.45	252,955
August 2021	-	-	-	Nil
July2021	-	-	-	Nil
June 2021	-	-	-	Nil
May2021	-	-	-	Nil
April 2021	-		-	Nil
March 2021	-	-	-	Nil
February2021	-	-	-	Nil
January2021	-	-	-	Nil
December 2020	-	-	-	Nil
November 2020	-	-	-	Nil
October 2020	-	-	-	Nil
September 2020(2)	0.15	0.145	0.15	6,743
August 2020	0.195	0.09	0.145	142,686

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Month(1)	High ($)	Low ($)	Close ($)	Monthly Volume
July2020	0.20	0.075	0.145	138,133
June 2020	0.22	0.14	0.18	131,007
May2020	0.21	0.14	0.16	71,811
April 2020	0.19	0.15	0.18	75,894

• (1) All trading during the period of April 2020 to September 2020 is on a pre-Consolidation basis. All trading during the period of September 1, 2021 to September 15, 2021 is on a post-Consolidation basis.

• (2) The Common Shares were halted from trading on the CSE on September 8, 2020 pending the acceptance and filing of certain documents required pursuant to the policies of the CSE in connection with the Amalgamation and were reinstated for trading on September 1, 2021 in order to price the Common Shares for purposes of the Amalgamation. Trading was halted effective September 16, 2021 pending closing of the Amalgamation.

Item 8: Consolidated Capitalization

The following table sets out the consolidated capitalization of the Issuer:

Designation of Security	Amount Authorized	Common Shares Outstanding as of the Date Hereof
Common Shares	Unlimited	71,135,969(1)

• (1) 62,221,972 Common Shares were issued pursuant to the Amalgamation.

Item 9: Options to Purchase Securities

Stock Options

Optionees	No. of Securities under Option	Exercise Prices per Share ($)	Expiry Dates
Officers
Officers, current and past, as a group	101,311	0.30	April 24, 2025
Consultants
Consultants, as a group	50,000	0.34	June 1, 2022
Directors(excluding Officers)
Directors, current and past, as a group	303,933	0.30	April 24, 2025

Warrants

There are no share purchase warrants outstanding.

Item 10: Description of the Securities

The authorized share capital of the Issuer consists of an unlimited number of Common Shares without par value of which 71,135,969 Common Shares are issued and outstanding as fully-paid and non-assessable as of the date of this Listing Statement. Other than the 62,221,972 Common Shares issued pursuant to the Amalgamation and 566,667 Common Shares issued at a deemed price of $0.15 per share on conversion of a convertible note, the Issuer has not issued any Common Shares in the twelve months prior to the date of this Listing Statement. In addition, 455,244 Common Shares are reserved for issuance under the Stock Options.

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The holders of Common Shares are entitled to dividends, if as and when declared by the board of directors, to one vote per Common Share at meetings of the shareholders of the Issuer and, upon liquidation, to share equally in such assets of the Issuer as are distributable to the holders of Common Shares.

Since incorporation, Hempco has issued 20,000,000 Hempco Shares. The following table summarizes the issuances of securities of Hempco since incorporation:

Date of Issue	Description	Number of Common Shares	Price per Share	Total Issue Price	Consideration Received
June 15, 2020	Class A Common	16,500,000	$0.02	$330,000	Cash
June 15, 2020	Class A Common	3,500,000	$0.005	$17,500	Cash

Item 11: Escrowed Securities

The following Common Shares of the Issuer are subject to escrow restrictions and will be released from escrow over a period of 36 months (10% of the Common Shares on the date the Common Shares commence trading on the CSE and 15% of the Common Shares every six months thereafter):

Name of Securityholder	Designation of Class Held in Escrow	Number of Securities Held in Escrow	Percentage of Class(1) (%)
Michael Matvieshen(2)	Common	7,071,914	9.94%
Blair Lowther(3)	Common	1,354,157	1.90%
Peter McFadden	Common	1,363,625	1.92%
Lorne Mark Roseborough	Common	7,141,103	10.04%
Sharon Blady	Common	704,399	0.99%
Cheryl McFadden	Common	61,400	0.09%
Carlee Matvieshen	Common	739,511	1.04%
Daniel Matvieshen	Common	739,511	1.04%
Shari Matvieshen	Common	3,697,561	5.20%

(1) Based on 71,135,969 Common Shares issued and outstanding as of the date of this Listing Statement.

(2) These Common Shares are held indirectly through corporations controlled by Mr. Matvieshen (Aboriginal Power Corporation. 5,962,646 Common Shares; 1251683 B.C. Ltd. – 1,109,268 Common Shares).

(3) These Common Shares are held indirectly through 1160170 B.C. Ltd., a corporation controlled by Mr. Lowther.

Item 12: Principal Shareholders

To the knowledge of the Issuer, no persons will own, directly or indirectly, or exercise control or direction over more than 10% of Issuer’s shares, other than as follows:

Name	Number of Common Shares Held	Percentage of Issued Common Shares (%)
Michael Matvieshen	12,248,497(1)	17.22%(2)
Lorne Mark Roseborough	7,141,103	10.04%(2)

(1) Mr. Matvieshen has beneficial ownership and control or direction over 5,962,646 Common Shares held indirectly through Aboriginal Power Corporation (5,962,646 shares) and 1251683 B.C. Ltd. (1,109,268 shares). Mr. Matvieshen has control or direction over, but not beneficial ownership of, 5,176,583 Common Shares held by

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relatives (Carlee Matvieshen – 739,511 shares, Daniel Matvieshen – 739,511 shares and Shari Matvieshen – 3,697,561 shares).

(2) Based on 71,135,969 Common Shares issued and outstanding as of the date of this Listing Statement.

Item 13: Directors and Officers

The following table sets out the names, municipalities of residence, the number of voting securities beneficially owned, directly or indirectly, or over which each exercises control or direction, and the offices held in the Issuer and the principal occupation of the directors and senior officers during the past five years. Further details on each person’s principal occupation is disclosed immediately following the table under the heading “ Backgrounds of Management .”

Name, Municipality and Country of Residence	Principal Occupation during the past fiveyears	Period served as Director/Officer	No. and Percentage of Shares to Held Upon Completion of the Amalgamation(2)
Lorne Mark Roseborough British Columbia, Canada Chairman of the Board, CEO and Director	Director of SunVault Energy, Inc. from January 2014 to present; President of Mohawk Oil Inc. from 2000 to 2003; Director of EPOD Solar Inc. from October, 2007 to January, 2010; Chief Executive Officer of Day Star Energy from 2012 to 2016.	Chairman since April 16, 2020; Director since August 31, 2018; CEO since April 29, 2021	7,141,103 (10.04%)
Blair Lowther(1) British Columbia, Canada Director	Executive Vice-President, Corporate Development & Legal and a Director of Santa Marta Life Sciences Corp. since May 2019; Executive Vice-President, Corporate Development & Legal of BlocPal International Inc. since May 2018; Director of Sport BC since May 2015; Lawyer at Miller Thomson LLP from September 2009 to August 2018.	Director since November 20, 2018	1,354,157(3) (1.90%)
Sharon Blady(1) Manitoba, Canada Director	Principal of Sharon Blady & Associates, a consulting firm. Former Health Minister for the Province of Manitoba.	Director since April 16, 2020	704,399 (0.99%)
Howard Ash(1) Florida, USA Director	Chairman of Claridge Management, a private finance company.	Director since April 29, 2021	Nil
Greg Van Wyk Alberta, Canada Director	Physician.	Director since April 29, 2021	Nil
Peter McFadden British Columbia, Canada CFO	Chartered Professional Accountant.	CFO since April 29, 2021	1,363,625 (1.92%)

(1) Member of Audit Committee.

(2) Based on 71,135,969 Common Shares issued and outstanding as of the date of this Listing Statement.

(3) These Common Shares are held indirectly through 1160170 B.C. Ltd., a corporation controlled by Mr. Lowther.

Backgrounds of Management

The biographies of senior management of the Issuer are set out below.

Lorne Mark Roseborough – Chairman of the Board, CEO and Director, Age 68.

Mr. Roseborough is currently the Chairman and CEO of the Issuer. Mr. Roseborough acted as the Lead

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Executive for Start-up of Dow Corning’s $1.2 billion semiconductor plant in Clarksville, Tennessee. Prior to Dow, between 2007 and 2010, Mr. Roseborough was a director of EPOD Solar Inc. He also held numerous management positions over his tenure at EPOD ultimately acting as the President of EPOD in 2008. Additionally, from 1992 to 2003, at Belkorp Industries Inc. he acted as the Vice President of Manufacturing, having direct responsibility for the operations of three pulp and paper mills and the Mohawk Lubricants oil refinery. These operations had collectively over 350 employees and produced over $300 million in annual revenues. Between 1999 and 2003, Mr. Roseborough also held the position of President and CEO of Bluewater Fiber in Port Huron, Michigan (on behalf of owners Merrill Lynch and Cerberus Capital Partners), which was a large scale recycle pulp mill. Mr. Roseborough has completed the NAIT Power Engineering program and holds a current Commercial Pilot’s license.

Mr. Roseborough expects to devote 25% - 30% of his time to the business of the Issuer.

Peter McFadden – CFO, Age 65.

Mr. McFadden is an experienced accounting and finance professional and holds numerous professional designations. He is currently Senior Partner at McFadden, Buttar & Associates CPAs Inc. and is a member of the Chartered Professional Accountants of British Columbia. He was formerly a senior manager at KPMG specializing in mergers and acquisitions and tax in Toronto. He has also taught Business and Accounting courses at the Okanagan University College.

Mr. McFadden holds a bachelor of Science from McMaster University (1979), a bachelor of Commerce with honors from University of Windsor (1981), and became a Chartered Accountant in 1983. Additionally, he holds a Masters in Business Administration in International Finance and Accounting from University of Windsor (1982).

Mr. McFadden expects to devote 50% of his time to the business of the Issuer.

Blair Lowther – Director, Age 44.

Mr. Lowther brings a wealth of legal experience as a commercial lawyer formerly with Miller Thomson LLP in Vancouver. Currently, he is the EVP, Corporate Development & Legal for BlocPal International Inc., a cryptocurrency payment processor. Formerly, he was a securities and corporate lawyer at Miller Thomson LLP (2009-2018), where he advised companies listed on the New York Stock Exchange, the Toronto Stock Exchange, the TSX Venture Exchange and the CSE. Mr. Lowther is also an expert in structuring financial and legal strategies for early-stage businesses seeking to expand their operations and maximize shareholder value. His legal experience has been focused on advising companies in emerging industries, such as cannabis and blockchain. Mr. Lowther is also a director of Sport BC and Canada SCORES. Mr. Lowther is a Guest Lecturer & Contributing Author for the Sauder School of Business at The University of British Columbia. Mr. Lowther has a BA (English/Economics, 2004) from the University of British Columbia, a JD from the University of British Columbia (2009) and is a member of the Law Society of British Columbia (2010).

Mr. Lowther expects to devote 5% of his time to the business of the Issuer.

Sharon Blady – Director, Age 54.

Ms. Blady is the former Manitoba Health Minister (2014-2016), the founder of Speak Up: Mental Health Advocates and Sharon Blady & Associates (2017), sharing her insight as a keynote speaker and consultant. As Health Minister, Ms. Blady oversaw a $6B budget, worked with stakeholders, departments, and frontline healthcare providers demonstrating interpersonal and systems analysis competencies, and agility in addressing issues management and strategic planning. Ms. Blady advanced progressive policy changes in a variety of healthcare sectors, including mental health and the expanded use of cannabis in preparation for legalization. In her previous role as Minister of Healthy Living (2013-2014), Ms. Blady focused on community collaboration in expanding preventative programs, establishing AFFIRM food security in Northern Manitoba, and supporting grassroots mental health organizations. Before being promoted into Cabinet, Ms. Blady crafted two pieces of first-in-Canada human rights legislation (2009 and 2011). Ms. Blady began her career as an academic, with interdisciplinary competencies driving her graduate research

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for her MA (1995) and PhD (2001). In addition to her role on the Board of Directors, Ms. Blady serves on a variety of volunteer boards in the health sector.

Ms. Blady expects to devote 5% of her time to the business of the Issuer.

Howard Ash – Director, Age 62.

Mr. Howard Ash is an accomplished executive who served as a C-level executive for a variety of high profile, international companies including; Israel Export Development Corporation (1992-1999), CITA Americas (1994-1996), BioCard Corp. (1996-2004), IEDC Marketing and Abrams, and Ash & Associates (1990-1992). Additionally, in 1987, Mr. Ash founded an interest-free microloan society that has provided more than $15 million in microloans throughout the United States and Israel. Mr. Ash currently serves as the Chairman of Claridge Management (2010-present), a private finance company, as well as he sits as a director on a number of boards both domestically and Internationally. Mr. Ash is also the only non-UK citizen serving on the Advisory Board of the E2Exchange (2012), the Institute of Entrepreneurs. Mr. Ash is an active member of multiple non-profit charitable organizations including One Laptop Per Child (2014) and Circle of Life Resource Center, Inc. (2016), a food bank in Miami, Florida that feeds hundreds of families per week. Mr. Ash earned a Bachelor of Commerce degree, with Honors in Accounting and Law from the University of Witwatersrand (South Africa) (1983) and a Bachelor of Accounting Honors degree from the University of Witwatersrand (South Africa) (1984).

Mr. Ash expects to devote 5% of his time to the business of the Issuer.

Greg Van Wyk – Director, Age 58.

Dr. Gregory Van Wyk is a physician with over 29 years of experience in general practice including clinical settings in emergency work, community clinics and rural hospitals both in Canada and South Africa. He obtained his medical degree in 1988 from Pretoria University in South Africa. He is licensed as a medical doctor in South Africa by The Health Professions Council of South Africa and in Alberta by the College of Physicians & Surgeons of Alberta. Dr. Van Wyk’s has substantial experience in infectious disease control and management, preventative medicine, treatment of comorbidities, providing physician services to marginalized populations, and extensive experience in addiction treatment specifically with opioids and drug harm reduction. Over the past 21 years, Dr. Van Wyk has been providing Medical and Psychiatric care to inmates including Emergency Care, and, he has spent more than a decade delivering physician services to various First Nation Communities.

Dr. Van Wyk holds various medical licenses including advanced trauma Life Support (2007) and Advanced Cardiac Life Support (2012) and is currently a CSC-Physician liaison for the Prairies.

Dr. Van Wyk expects to devote 5% of his time to the business of the Issuer.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Issuer, no director or proposed director of the Issuer is, or within the ten years prior to the date of this Listing Statement has been, a director or executive officer of any company, including the Issuer, that while that person was acting in that capacity.

• (a) was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days; or

• (b) was subject to an event that resulted, after the director ceased to be a director or executive officer of the company being the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

• (c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or

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instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

To the knowledge of the Issuer, no directors, officers or promoters of the Issuer has, within 10 years prior to the date of this Listing Statement, been subject to any penalties or sanctions imposed by a court or securities regulatory authority relating to trading in securities, promotion, information or management of a publicly traded issuer or involving theft or fraud.

Personal Bankruptcies

To the knowledge of the Issuer, no director, officer or shareholder holding a sufficient number of securities of the Issuer to affect materially the control of the Issuer or a personal holding company of any such person has, within the past ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such person.

Conflicts of Interest

There are potential conflicts of interest to which the directors, proposed directors, officers and promoters of the Issuer will be subject with respect to the operations of the Issuer. Certain of the directors, proposed directors and/or officers serve as directors and/or officers of other companies or may be significant shareholders in other companies. Situations may arise where the directors, officers and promoters of the Issuer will be engaged in direct competition with the Issuer.

Other than as described above and elsewhere in the Listing Statement, there are no existing or potential conflicts of interest between the Issuer or a Subsidiary of the Issuer, if any, and a proposed director, senior officer or promoter of the Issuer or a Subsidiary of the Issuer.

Item 14: Capitalization

Issued Capital Public Float Total outstanding (A) Held by Related Persons or	Number of Securities (non-diluted) Number of Securities (fully-diluted) Percentage of Issued (non-diluted) (%) Percentage of Issued (fully diluted) (%) 71,135,969 71,591,213 100 100
	31,480,092 31,855,336 44.25 44.50

Held by Related Persons or employees of the Issuer or Related Person of the Issuer, or by persons or companies who beneficially own or control, directly or indirectly, more than a 5% voting position in the Issuer (or who would beneficially own or control, directly or indirectly, more than a 5% voting position in the Issuer upon exercise or conversion of other securities held) (B)

Total Public Float (A-B)

39,655,877 39,735,877 55.75 55.50

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Freely-Tradeable Float

Number of outstanding securities subject to resale restrictions, including restrictions imposed by pooling or other arrangements or in a shareholder agreement and securities held by control block holders (C)

Total Tradeable Float (A-C)

Number of Securities (non-diluted) 20,601,874	Number of Securities (fully-diluted) Percentage of Issued (non-diluted) (%) Percentage of Issued (fully diluted) (%) 20,601,874 28.96 28.78
50,534,095	50,989,339 71.04 71.22

Public Securityholders (Registered)

Class of Security: Common Shares

Size of Holding

Number of holders

Total number of securities

1 – 499 securities 500 – 999 securities 1,000 – 1,999 securities 2,000 – 2,999 securities 3,000 – 3,999 securities 4,000 – 4,999 securities 5,000 or more securities Total:	- 1 1 4 3 - 85 94	-
		516
		1,477
		11,241
		10,797
		-
		30,717,849
		30,741,880

Public Securityholders (Beneficial)

Class of Security: Common Shares

Size of Holding

Number of holders

Total number of securities

1 – 499 securities 500 – 999 securities 1,000 – 1,999 securities 2,000 – 2,999 securities 3,000 – 3,999 securities 4,000 – 4,999 securities 5,000 or more securities Unable to confirm Total:	1,470 192 145 66 27 11 85 - 1,996	157,125
		116,641
		185,927
		162,370
		91,130
		47,864
		5,766,858
		2,386,082
		8,913,997

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Non-Public Securityholders (Registered)

Class of Security: Common Shares

Size of Holding 1 – 99 securities 100 – 499 securities 500 – 999 securities 1,000 – 1,999 securities 2,000 – 2,999 securities 3,000 – 3,999 securities 4,000 – 4,999 securities 5,000 or more securities Total:		Number of holders - - - - - - - 11 11		Total number of securities -
				-
				-
				-
				-
				-
				-
				31,480,092
				31,480,092

The following table shows additional securities reserved for issuance that are not included in the above sections:

Description of Security (include conversion / exercise terms, including conversion / exerciseprice)	Number of convertible / exchangeable securities outstanding	Number of listed securities issuable upon conversion / exercise
Stock Options: Exercise prices between $0.30 and $0.34 per share and expiring between April 24, 2025 and June 1, 2022.	455,244	455,244
Warrants:	N/A	N/A

Item 15: Executive Compensation

For purposes of this Listing Statement, a “ Named Executive Officer ”, or “ NEO ”, means each of the following individuals:

• (a) a chief executive officer (“ CEO ”) of the Issuer;

• (b) a chief financial officer (“ CFO ”) of the Issuer,

• (c) each of the Issuer’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000; and

• (d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer, nor acting in a similar capacity at the end of the most recent financial year.

Compensation Discussion and Analysis

Compensation, Philosophy and Objectives

The Issuer does not have a formal compensation program. The board of directors (the “Board”) will meet to discuss and determine management compensation, without reference to formal objectives, criteria or analysis. The general objectives of the Issuer’s compensation strategy will be to (a) compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long-term shareholder value; (b) align management’s interests with the long-term interests of shareholders; (c) provide a compensation package that is commensurate with other comparable

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life sciences companies to enable the Issuer to attract and retain talent; and (d) ensure that the total compensation package is designed in a manner that takes into account the constraints that the Issuer is under by virtue of the fact that it is an early stage life science company without a history of earnings.

The Board, as a whole, will ensure that total compensation paid to all Named Executive Officers (“ NEOs ”), as hereinafter defined, is fair and reasonable. The Board will rely on the experience of its members as officers and directors with other junior mining companies in assessing compensation levels.

Analysis of Elements

Base salary will be used to provide the Named Executive Officers a set amount of money during the year with the expectation that each Named Executive Officer will perform his responsibilities to the best of his ability and in the best interests of the Issuer.

The Issuer will consider the granting of incentive stock options to be a significant component of executive compensation as it will allow the Issuer to reward each NEO’s efforts to increase value for shareholders without requiring the Issuer to use cash from its treasury. Stock options are generally awarded to executive officers at the commencement of employment and periodically thereafter. The terms and conditions of the Issuer’s stock option grants, including vesting provisions and exercise prices, will be governed by the terms of the Issuer’s Stock Option Plan.

Long Term Compensation and Option-Based Awards

The Issuer is not expected to have any long-term incentive plans other than the Stock Option Plan. The Issuer’s directors and officers and certain consultants will be entitled to participate in the Stock Option Plan. The Stock Option Plan is designed to encourage share ownership and entrepreneurship on the part of the senior management and other employees. The Board believes that the Stock Option Plan aligns the interests of the NEOs and the Board with shareholders by linking a component of executive compensation to the longer term performance of the Issuer’s common shares.

Options will be granted by the Board of the Issuer. In monitoring or adjusting the option allotments, the Board will take into account its own observations on individual performance (where possible) and its assessment of individual contribution to shareholder value, previous option grants and the objectives set for the NEOs and the Board. The scale of options is generally commensurate to the appropriate level of base compensation for each level of responsibility.

In addition to determining the number of options to be granted pursuant to the methodology outlined above, the Board will also make the following determinations:

• (a) parties who are entitled to participate in the Stock Option Plan;

• (b) the exercise price for each stock option granted, subject to the provision that the exercise price cannot be lower than the market price on the date of grant;

• (c) the date on which each option is granted;

• (d) the vesting period, if any, for each stock option;

• (e) the other material terms and conditions of each stock option grant; and

• (f) any re-pricing or amendment to a stock option grant.

The Board will make these determinations subject to and in accordance with the provisions of the Stock Option Plan. The Board will review and approves grants of options periodically during a financial year.

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Summary Compensation Table

The following table sets forth all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly to the Issuer’s Named Executive Officers and directors for each of the Issuer’s financial years ended April 30, 2021, 2020 and 2019:

	TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES
Name and Position	Year Ended April 30	Salary consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees($)	Value of perquisite s($)	Value of all other compensation ($)	Total compensation ($)
Peter McFadden(1), CFO	2021	120,000	Nil	Nil	Nil	Nil	120,000
	2020	120,000	Nil	Nil	Nil	Nil	120,000
	2019	40,000	Nil	Nil	Nil	Nil	40,000
L. Mark Roseborough(1), Chairman, CEO and Director	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Blair Lowther, Director	2021	60,000(5)	Nil	Nil	Nil	Nil	60,000
	2020	60,000(5)	Nil	Nil	Nil	Nil	60,000
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Sharon Blady(2), Director	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Tejas Kashyap(3), Director	2021	Nil	Nil	Nil	Nil	Nil	Nil
	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Nick Standish(4), Former Director	2021	5,000	Nil	Nil	Nil	Nil	5,000
	2020	60,000	Nil	Nil	Nil	Nil	60,000
	2019	Nil	Nil	Nil	Nil	Nil	Nil

(1) Mr. McFadden was Interim CEO and CFO until April 29, 2021 when he was appointed as CFO and Lorne Mark Roseborough was appointed as CEO. Mr. McFadden’s compensation is paid to 1215720 B.C. Ltd., a company wholly owned by Mr. McFadden.

(2) Sharon Blady was appointed as a director on April 16, 2020.

(3) Tejas Kashyap resigned as a director on July 19, 2020.

(4) Nick Standish resigned as a director on December 22, 2020.

(5) This amount was paid to 1160170 B.C. Ltd., a company wholly owned by Mr. Lowther.

External Management Companies

See “ Employment, Consulting and Management Agreements ” for further information about consulting agreements in respect of the NEOs.

Stock Options and Other Compensation Securities

No compensation securities were granted or issued to the Named Executive Officers or the directors by the Issuer during the year ended April 30, 2021. The following table sets out all compensation securities granted

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or issued to the Named Executive Officers and directors by the Issuer during the financial year ended April 30, 2020 for services provided or to be provided, directly or indirectly, to the Issuer:

		COMPENSATION SECURITIES
Name and Position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage class(2)(3)	Date of issue of grant	Issue, conversion or exercise price ($)	Closing price of underlying security on date of grant ($)	Closing price of underlying security at year end ($)	Expiry date
Peter McFadden(1), CFO	Stock Options	101,311/ 1.67%	April 24, 2020	0.30	0.30	0.36	April 24, 2025
L. Mark Roseborough(1), Chairman, CEO and Director	Stock Options	101,311/ 1.67%	April 24, 2020	0.30	0.30	0.36	April 24, 2025
Blair Lowther, Director	Stock Options	101,311/ 1.67%	April 24,2020	0.30	0.30	0.36	April 24, 2025
Sharon Blady, Director	Stock Options	101,311/ 1.67%	April 24, 2020	0.30	0.30	0.36	April 24, 2025
Tejas Kashyap, Director	Stock Options	101,311/ 1.67%(4)	April 24, 2020	0.30	0.30	0.36	April 24, 2025
Nick Standish, Former Director	Stock Options	101,311/ 1.67%(5)	April 24, 2020	0.30	0.30	0.36	April 24, 2025

(1) Mr. McFadden was Interim CEO and CFO until April 29, 2021 when he was appointed as CFO and Lorne Mark Roseborough was appointed as CEO.

(2) Percentage of issued Common Shares at date of grant of options. All options are still outstanding and the number of Common Shares underlying the options, the exercise price and the closing price on the date of grant have all been adjusted to reflect the Consolidation.

(3) On May 2, 2019, Peter McFadden, Lorne Mark Roseborough, Nick Standish, and Blair Lowther were each granted options to purchase 300,000 Common Shares at a price of $0.52 per share on or before May 24, 2024. All of these options were cancelled on December 17, 2019.

(4) This option expired on October 17, 2020.

(5) This option expired on March 22, 2021.

Exercise of Compensation Securities by Directors and NEOs

No Compensation Securities were exercised by directors or the NEO of the Issuer during the financial year ended April 30, 2021.

Employment, Consulting and Management Agreements

The Issuer has entered into a consulting agreement with Lorne Mark Roseborough pursuant to which Mr. Roseborough provides services as CEO in consideration for $20,000 per month plus GST. The agreement may be terminated by the Issuer on thirty days notice and by Mr. Roseborough at any time upon written notice to the Issuer.

The Issuer has entered into a consulting agreement with 1215720 B.C. Ltd. a company owned by Peter McFadden, pursuant to which Mr. McFadden provides services as CFO in consideration for $20,000 per month plus GST. The agreement may be terminated by either party on ninety days notice, or thirty days notice due to a default under the agreement if the default isn’t cured within such thirty day period.

The Issuer has entered into a consulting agreement with 1160170 B.C. Ltd. a company owned by Blair Lowther, pursuant to which Mr. Lowther provides consulting services in consideration for $5,000 per month plus GST. The agreement may be terminated by the Issuer on thirty days notice, or five days notice due to

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a default under the agreement if the default isn’t cured within such five day period. The Agreement may be terminated by 1160170 B.C. Ltd. at any time.

Item 16: Indebtedness of Directors and Executive Officers

As at the date of this Listing Statement, there was no indebtedness outstanding of any current or former director or executive officer of the Issuer (or any Associates of such persons) which is owing to the Issuer, or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Issuer, entered into in connection with a securities purchase program or otherwise.

Since the beginning of the most recently completed financial year, no individual who is, or was, a director or executive officer of the Issuer and no Associate of such persons:

• (a) has been indebted to the Issuer; or

• (b) has been indebted to another entity where the indebtedness has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Issuer.

Item 17: Risk Factors

An investment in the Issuer’s Common Shares must be considered speculative, generally because of the nature of the Issuer’s business. A summary of pertinent risk factors are as follows:

Limited Operating History

The Issuer’s lack of extensive operating history makes it difficult for investors to evaluate the Issuer’s prospects for success. Prospective investors should consider the risks and difficulties the Issuer might encounter, especially given the Issuer’s lack of an extensive operating history. There is no assurance that the Issuer will be successful and the likelihood of success must be considered in light of its relatively early stage of operations.

Reliance on Management

The success of the Issuer is dependent upon the ability, expertise, judgment, discretion and good faith of its senior management. While employment agreements or management agreements are customarily used as a primary method of retaining the services of key employees, these agreements cannot assure the continued services of such employees. Any loss of the services of such individuals could have a material adverse effect on the Issuer’s business, operating results, financial condition or prospects.

Additional Financing

The Issuer will likely require equity and/or debt financing to support on-going operations, to undertake capital expenditures or to undertake acquisitions or other business combination transactions. There can be no assurance that additional financing will be available to the Issuer when needed or on terms which are acceptable. The Issuer’s inability to raise financing to fund on-going operations, capital expenditures or acquisitions could limit its growth and may have a material adverse effect upon the Issuer’s business, results of operations, financial condition or prospects.

If additional funds are raised through further issuances of equity or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of Common Shares. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Issuer to obtain additional capital and to pursue business opportunities, including potential acquisitions.

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Profitability of the Issuer

The Issuer may experience difficulties in its development process, such as capacity constraints, quality control problems or other disruptions, which would make it more difficult to generate profits. A failure by the Issuer to achieve a low-cost structure through economies of scale or improvements in manufacturing processes and design could have a material adverse effect on the Issuer’s business, prospects, results of operations and financial condition.

Ongoing Costs and Obligations

The Issuer expects to incur significant ongoing costs and obligations related to its investment in infrastructure and growth and for regulatory compliance, which could have a material adverse impact on the Issuer’s results of operations, financial condition and cash flows. In addition, future changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to the Issuer’s operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Issuer.

Reliance on Licences and Authorizations

The operations of the Issuer require it to obtain licences and/or permits for the production, packaging, storing, distribution, sale (whether wholesale or retail), export and/or import of hemp and/or hemp products in Canada and other jurisdictions. The Issuer is in the process of applying or otherwise acquiring indirectly or directly those licences and/or permits it believes it requires to carry in order to operate and intends to apply for, as the need arises, all necessary licences and permits to carry on the activities it expects to conduct in the future. However, the ability of the Issuer to obtain, sustain or renew any such licences and permits on acceptable terms is subject to changes in regulations and policies and to the discretion of the applicable authorities or other governmental agencies. There can be no guarantee such licences or permits will issue to the Issuer or be maintained in force. Any loss of interest in any such required licence or permit, or the failure of any governmental authority to issue or renew such licences or permits upon acceptable terms, would have a material adverse impact upon the Issuer.

The licences and authorizations are subject to ongoing compliance and reporting requirements and the ability of the Issuer to obtain, sustain or renew any such licences and authorizations on acceptable terms is subject to changes in regulations and policies and to the discretion of the applicable authorities or other governmental agencies. Failure to comply with the requirements of the licences or authorizations or any failure to maintain the licences or authorizations would have a material adverse impact on the business, financial condition and operating results of the Issuer.

Although the Issuer believes that it will meet the requirements to obtain, sustain or renew the necessary licences and authorizations, there can be no guarantee that the applicable authorities will issue these licences or authorizations. Should the authorities fail to issue the necessary licences or authorizations, the Issuer may be curtailed or prohibited from proceeding with the development of its operations as currently proposed and the business, financial condition and results of the operation of the Issuer may be materially adversely affected.

Environmental Risk and Regulation

The Issuer’s operations are subject to environmental regulation in the various jurisdictions in which it will operate. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors (or the equivalent thereof) and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Issuer’s operations. Government approvals and permits are currently, and may in the future, be required in connection with the Issuer’s operations. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities

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causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. The Issuer may be required to compensate those suffering loss or damage by reason of its operations and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing the production of medical hemp, or more stringent implementation thereof, could have a material adverse impact on the Issuer and cause increases in expenses, capital expenditures or production costs or reduction in levels of production or require abandonment or delays in development.

Volatile Stock Price

The stock price of the Issuer is expected to be highly volatile and will be drastically affected by governmental and regulatory regimes and community support for the industrial hemp industry. The Issuer cannot predict the results of its operations expected to take place in the future. The results of these activities will inevitably affect the Issuer’s decisions related to future operations and will likely trigger major changes in the trading price of the Common Shares.

Dependence on Contract Farmers and Skilled Labour

The ability of the Issuer to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labour, equipment, parts and components. The Issuer’s success is also dependent on its ability to establish and maintain ongoing relationships with contract farmers. No assurances can be given that the Issuer will be successful in maintaining its required supply of skilled labour, equipment, parts and components. This could have an adverse effect on the financial results of the Issuer.

Difficulty to Forecast

The Issuer must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources at this early stage of the industrial hemp industry in the Canada. A failure in the demand for its products to materialize as a result of competition, technological change or other factors could have a material adverse effect on the business, results of operations and financial condition of the Issuer.

Internal Controls

Effective internal controls are necessary for the Issuer to provide reliable financial reports and to help prevent fraud. Although the Issuer will undertake a number of procedures and will implement a number of safeguards, in each case, in order to help ensure the reliability of its financial reports, including those imposed on the Issuer under Canadian securities law, the Issuer cannot be certain that such measures will ensure that the Issuer will maintain adequate control over financial processes and reporting. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Issuer’s results of operations or cause it to fail to meet its reporting obligations. If the Issuer or its auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in the Issuer’s consolidated financial statements and materially adversely affect the trading price of the Common Shares.

Fluctuating Prices of Raw Materials

The Issuer’s revenues, if any, are expected to be in large part derived from the production, sale and distribution of processed hemp biomass. Changes in the price for processed biomass cannot be predicted with any level of certainty.

Retention and Acquisition of Skilled Personnel

The loss of any member of the Issuer’s management team, could have a material adverse effect on its business and results of operations. In addition, the inability to hire or the increased costs of hiring new personnel, including members of executive management, could have a material adverse effect on the Issuer’s business and operating results. The growth of the Issuer’s business will require it to find, hire and retain capable employees and contractors who can carry out the operations of the Issuer. There may be competition for capable personnel and the Issuer may not be successful in attracting, training, integrating, motivating, or retaining new personnel, vendors, or subcontractors for these required functions. New employees often require significant training and in many cases, take a significant amount of time before they achieve full productivity. As a result, the Issuer may incur significant costs to attract and retain

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employees, including significant expenditures related to salaries and benefits and compensation expenses issued in connection to equity awards, and may lose new employees to its competitors or other companies before it realizes the benefit of its investment in recruiting and training them. In addition, as the Issuer moves into new jurisdictions, it will need to attract and recruit skilled employees in those new areas.

Risks Inherent in an Agricultural Business

The Issuer’s business will involve the growing of hemp, which is an agricultural product. The occurrence of severe adverse weather conditions, especially droughts or floods is unpredictable, may have a potentially devastating impact on agricultural production, and may otherwise adversely affect the supply of hemp. Adverse weather conditions may be exacerbated by the effects of climate change and may result in the introduction and increased frequency of pests and diseases. The effects of severe adverse weather conditions may reduce the Issuer’s yields or require the Issuer to increase its level of investment to maintain yields. Additionally, higher than average temperatures and rainfall can contribute to an increased presence of insects and pests, which could negatively affect hemp crops. Future droughts could reduce the yield and quality of the Issuer’s hemp production, which could materially and adversely affect the Issuer’s business, financial condition and results of operations.

The occurrence and effects of plant disease, insects and pests can be unpredictable and devastating to agricultural operations, potentially rendering all or a substantial portion of the affected harvests unsuitable for sale. Even when only a portion of the production is damaged, the Issuer’s results of operations could be adversely affected because all or a substantial portion of the production costs may have been incurred. Although some plant diseases are treatable, the cost of treatment can be high and such events could adversely affect the Issuer’s operating results and financial condition. Furthermore, if the Issuer fails to control a given plant disease and the production is threatened, the Issuer may be unable to adequately supply its customers, which could adversely affect its business, financial condition and results of operations. There can be no assurance that natural elements will not have a material adverse effect on production.

Realization of Growth Targets

The Issuer is currently in the early development stage. The Issuer’s growth strategy contemplates, among other things, seeking to acquire its licence for the cultivation and sale of industrial hemp from Health Canada.

Raw Materials and Supply

Certain consumer products produced or distributed by the Issuer may require quality assurance testing for each lot of final product with such testing conducted by an independent, state certified, third-party testing laboratory with a statistically significant number of samples using acceptable methodologies to ensure that all lots manufactured of each product are adequately assessed for contaminants and the cannabinoid profile is correctly labeled for consumers.

If the Issuer’s licenced processors or other third-party service providers fail to have positive testing results, the Issuer could experience a negative adverse effect on its operations and ability to produce and sell its products.

Competition

It is likely that the Issuer will face intense competition from other companies, some of which can be expected to have longer operating histories and more financial resources and experience than the Issuer. Increased competition by larger and better financed competitors could materially and adversely affect the business, financial condition, results of operations or prospects of the Issuer.

Because of the early stage of the industry in which the Issuer will operate, the Issuer expects to face additional competition from new entrants. To become and remain competitive, the Issuer will require research and development, marketing, sales and support. The Issuer may not have sufficient resources to maintain research and development, marketing, sales and support efforts on a competitive basis which could materially and adversely affect the business, financial condition, results of operations or prospects of the Issuer.

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If the market for industrial hemp and products derived therefrom in Canada or any other jurisdiction in which the Issuer will operate increases, the demand for products will increase and the Issuer expects that competition will become more intense, as current and future competitors begin to offer an increasing number of diversified products. To remain competitive, the Issuer will require a continued high level of investment in research and development, marketing, sales and client support. The Issuer may not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations of the Issuer.

New Industry and Market

The market for industrial hemp and products derived therefrom is relatively new in the jurisdictions in which the Issuer will operate and this industry and market may not continue to exist or grow as anticipated or the Issuer may ultimately be unable to succeed in this new industry and market. Licenced producers (assuming the Issuer obtains the required licences) are subject to general business risks, as well as risks associated with a business involving an agricultural product and a regulated consumer product. The Issuer will need to make potentially significant investments in order to both acquire and maintain requisite licences as well as begin to operate. There are no assurances that this industry and market will continue to exist or grow as currently estimated or anticipated, or function and evolve in a manner consistent with management’s expectations and assumptions. Any event or circumstance that affects the industrial hemp industry and market or the cannabis industry and market could have a material adverse effect on the Issuer’s business, financial condition and results of operations.

Legal and Regulatory Proceedings

From time to time, the Issuer may be a party to legal and regulatory proceedings, including matters involving governmental agencies, entities with whom it does business and other proceedings arising in the ordinary course of business. The Issuer will evaluate its exposure to these legal and regulatory proceedings and establish reserves for the estimated liabilities in accordance with generally accepted accounting principles. Assessing and predicting the outcome of these matters involves substantial uncertainties. Unexpected outcomes in these legal proceedings, or changes in management’s evaluations or predictions and accompanying changes in established reserves, could have an adverse impact on the Issuer’s financial results.

The Issuer’s participation in the industrial hemp industry may lead to litigation, formal or informal complaints, enforcement actions, and inquiries by third parties, other companies and/or various governmental authorities against the Issuer. Litigation, complaints, and enforcement actions involving the Issuer could consume considerable amounts of financial and other corporate resources, which could have an adverse effect on the Issuer’s future cash flows, earnings, results of operations and financial condition.

Ability to Establish and Maintain Bank Accounts

There is a risk that banking institutions in where the Issuer operates will not open accounts for the Issuer or will not accept payments or deposits from proceeds related to the industrial hemp industry. Such risks could increase costs for the Issuer or prevent the Issuer from expanding into certain jurisdictions.

Product Liability

Upon becoming a producer or distributor of products designed to facilitate ingestion by humans, the Issuer would face an inherent risk of exposure to product liability claims, regulatory action and litigation if its customers’ products are alleged to have caused significant loss or injury. In addition, tampering by unauthorized third parties or product contamination with respect to the Issuer’s products may impact the risk of injury to consumers. Previously unknown adverse reactions resulting from human consumption of hemp products alone or in combination with other medications or substances could occur. As a supplier to manufacturers and distributors of products designed for human consumption or in its role as an investor in or service provider to an entity that is a manufacturer, distributor and/or retailer, the Issuer may be subject to various product liability claims, including, among others, that the product caused injury or illness, included inadequate instructions for use or included inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against the Issuer could

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result in increased costs, could adversely affect the Issuer’s reputation with its clients and consumers generally, and could have a material adverse effect on the business, results of operations, financial condition or prospects of the Issuer. There can be no assurances that the Issuer will be able to maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to maintain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of the Issuer’s potential products or otherwise have a material adverse effect on the business, results of operations, financial condition or prospects of the Issuer.

Product Recalls

Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. Such recalls cause unexpected expenses of the recall and any legal proceedings that might arise in connection with the recall. This can cause loss of a significant amount of sales. In addition, a product recall may require significant management attention. Although the Issuer will have detailed procedures in place for testing its products or require that third parties do the same where applicable, there can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if one of the Issuer’s brands were subject to recall, the image of that brand and the Issuer could be harmed. Additionally, product recalls can lead to increased scrutiny of operations by applicable regulatory agencies, requiring further management attention and potential legal fees and other expenses.

Product Approvals

The Issuer may require advance approval of its products from authorities in the applicable jurisdiction. While the Issuer intends to follow the guidelines and regulations of each applicable local jurisdiction in preparing products for sale and distribution, there is no guarantee that such products will be approved to the extent necessary. If the products are approved, there is a risk that any jurisdiction may revoke its approval for such products based on changes in laws or regulations or based on its discretion or otherwise. If any of the Issuer’s products are not approved or any existing approvals are rescinded, there is the potential to lead to a material adverse effect on the Issuer’s business, financial condition, results of operations or prospects.

Product Exchanges, Returns and Warranty Claims

If the Issuer is unable to maintain or cause the maintenance of an acceptable degree of quality control of products it produced or distributes, the Issuer may incur costs associated with the exchange and return of the products as well as servicing its customers for warranty claims. Any of the foregoing on a significant scale may have a material adverse effect on the Issuer’s business, results of operations and financial condition.

Success of Quality Control Systems

The quality and safety of future potential products will be critical to the success of the Issuer’s business and operations. As such, it is imperative that the Issuer’s (and its future service providers, future partners, etc.) quality control systems operate effectively and successfully. Quality control systems can be negatively impacted by the design of the quality control systems, the quality training program, and adherence by employees to quality control guidelines. Although the Issuer will strive to ensure that all third parties with whom it would engage will have implemented and adhere to high caliber quality control systems, any significant failure or deterioration of such quality control systems could have a material adverse effect on the Issuer’s business and operating results.

New Products

The industrial hemp industry is in its early stages and it is likely that the Issuer and its competitors will seek to introduce new products in the future. In attempting to keep pace with any new market developments,

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the Issuer will likely need to expend significant amounts of capital in order to successfully develop and generate revenues from new products. The Issuer may also be required to obtain regulatory approvals from applicable authorities based on the jurisdiction(s) in which it plans to distribute its products, which may take significant time. The Issuer may not be successful in developing effective and safe new products, bringing such products to market in time to be effectively commercialized, or obtaining any required regulatory approvals, which together with capital expenditures made in the course of such product development and regulatory approval processes, may have a material adverse effect on the Issuer’s business, financial condition and results of operations.

Difficulty in Developing Products

If the Issuer cannot successfully develop, manufacture and distribute its products, or if the Issuer experiences difficulties in the development process, such as capacity constraints, quality control problems or other disruptions, the Issuer may not be able to develop market-ready commercial products at acceptable costs, which would adversely affect the Issuer’s ability to effectively enter the market. A failure by the Issuer to achieve a low-cost structure through economies of scale would have a material adverse effect on the Issuer’s commercialization plans and the Issuer’s business, prospects, results of operations and financial condition.

Success of New and Existing Products and Services

The Issuer has committed, and expects to continue to commit, significant resources and capital to develop and market new products and services. These products and services are relatively untested, and the Issuer cannot guarantee that it will achieve market acceptance for any new products and services that the Issuer may offer in the future. In addition, new products, services and enhancements may pose a variety of technical challenges and require the Issuer to attract additional qualified employees. The failure to successfully develop and market these new products, services or enhancements or to hire qualified employees could seriously harm the Issuer’s business, financial condition and results of operations.

Continued Market Acceptance by Consumers

The Issuer will be substantially dependent on continued market acceptance by consumers of its products or those products it distributes. Although the Issuer believes that the use of products similar to the products to be designed and manufactured by the Issuer is gaining international acceptance, the Issuer cannot predict the future growth rate and size of this market.

Promoting and Maintaining Brands

The Issuer believes that establishing and maintaining the brand identities of products is a critical aspect of attracting and expanding a large customer base. Promotion and enhancement of brands will depend largely on success in providing high quality products. If customers and end users do not perceive the Issuer’s products to be of high quality, or if the Issuer introduces new products or enters into new business ventures that are not favorably received by customers and end users, the Issuer will risk diluting brand identities and decreasing their attractiveness to existing and potential customers. Moreover, in order to attract and retain customers and to promote and maintain brand equity in response to competitive pressures, the Issuer may have to increase its financial commitment to creating and maintaining a distinct brand loyalty among customers. If the Issuer incurs significant expenses in an attempt to promote and maintain brands, the business, results of operations and financial condition could be adversely affected.

Dependence on Suppliers and Skilled Labour

The ability of the Issuer to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labour, equipment, parts and components. No assurances can be given that the Issuer will be successful in maintaining its required supply of skilled labour, equipment, parts and components. It is also possible that the final costs of the major equipment contemplated by the Issuer’s capital expenditure plans may be significantly greater than anticipated by the Issuer’s management, and may be greater than funds available to the Issuer, in which circumstance the Issuer may curtail, or extend the timeframes for completing, its capital expenditure plans. This could have an adverse effect on the Issuer’s business, financial condition, results of operations or prospects.

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Difficulty to Forecast

The Issuer will rely largely on its own market research to forecast sales. A failure in the demand for its products to materialize as a result of competition, technological change or other factors could have a material adverse effect on the business, results of operations, financial condition or prospects of the Issuer.

Management of Growth

The Issuer may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Issuer to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Issuer to deal with this growth may have a material adverse effect on the Issuer’s business, financial condition, results of operations or prospects.

Internal Controls

Effective internal controls are necessary for the Issuer to provide reliable financial reports and to help prevent fraud. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Issuer’s results of operations or cause it to fail to meet its reporting obligations. If the Issuer or its auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in the Issuer’s consolidated financial statements and materially adversely affect the trading price of the Issuer’s Common Shares.

Conflicts of Interest

Certain of the directors and officers of the Issuer are, or may become directors and officers of other companies, and conflicts of interest may arise between their duties as officers and directors of the Issuer and as officers and directors of such other companies.

Intellectual Property Risks

The Issuer will have certain intellectual property rights. Its business is likely to depend significantly on the protection of any acquired or developed intellectual property rights. The Issuer cannot offer any assurances about whether any patent or trademark applications which it may file or acquire rights to will be granted. Even if trademark and patent applications are successfully approved, third parties may challenge their validity, enforceability, or scope, which may result in such trademarks or patents being narrowed, found unenforceable or invalidated. Even if they are unchallenged, any trademark or patent applications and future trademarks and patents may not adequately protect the Issuer’s intellectual property, provide exclusivity for its products or processes, or prevent others from designing around any issued patent claims. Any of these outcomes could impair the Issuer’s ability to prevent competition from third parties, which may have an adverse impact on the Issuer’s business.

Unauthorized parties may also attempt to replicate or otherwise obtain and use the Issuer’s intellectual property. Policing the unauthorized use of the Issuer’s existing or future trademarks, patents or other intellectual property rights could be difficult, expensive, time consuming and unpredictable, as may be enforcing these rights. Identifying the unauthorized use of intellectual property rights is difficult as the Issuer may be unable to effectively monitor and evaluate the products being distributed by its competitors and the processes used to produce such products. In addition, in any infringement proceeding, the Issuer’s existing or future trademarks, patents or other intellectual property rights or other proprietary know-how may be found invalid, unenforceable, anti-competitive or not infringed or may be interpreted narrowly and such proceeding could put existing intellectual property applications at risk of not being issued.

In addition, other parties may claim that the Issuer’s products infringe on their proprietary or patent protected rights. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources and legal fees, result in injunctions or temporary restraining orders or require the payment of damages.

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The Issuer expects that it will rely on certain developed or acquired trade secrets, technical know-how and proprietary information that are not protected by patents to maintain its competitive position. Such trade secrets, technical know-how and proprietary information which are not protected by patents, may become known to or be independently developed by competitors, which could adversely affect the Issuer.

The Issuer’s success depends upon the skills, knowledge and experience of its scientific and technical personnel, consultants and advisors, as well as contractors. Because the Issuer will operate in a highly competitive industry, it intends to rely in part on trade secrets to protect its proprietary products and processes; however, trade secrets are difficult to protect. The Issuer may enter into confidentiality or non-disclosure agreements with third parties. These agreements generally require that the receiving party keep confidential, and not disclose to third parties, confidential information developed by the receiving party or made known to the receiving party by the Issuer during the course of the receiving party’s relationship with the Issuer. These agreements also generally provide that inventions conceived by the receiving party in the course of rendering services to the Issuer will be its exclusive property, and the Issuer would enter into assignment agreements to perfect its rights. These confidentiality, inventions and assignment agreements, where in place, may be breached and may not effectively assign intellectual property rights to the Issuer.

Fraudulent or Illegal Activity by Employees, Contractors and Consultants

The Issuer is exposed to the risk that its employees, independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to the Issuer that violates: (i) government regulations; (ii) manufacturing standards; or (iii) laws that require the true, complete and accurate reporting of financial information or data. It may not always be possible for the Issuer to identify and deter misconduct by its employees and other third parties, and the precautions taken by the Issuer to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting the Issuer from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against the Issuer, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on the Issuer’s business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of the Issuer’s operations, any of which could have a material adverse effect on the Issuer’s business, financial condition, results of operations or prospects.

Information Technology Systems and Cyber-Attacks

The Issuer’s operations depend, in part, on how well it and its suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism and theft. The Issuer’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Issuer’s reputation and results of operations.

The Issuer has not experienced any material losses to date relating to cyber-attacks or other information security breaches, but there can be no assurance that the Issuer will not incur such losses in the future. The Issuer’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access is a priority. As cyber threats continue to evolve, the Issuer may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

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Operating Risks and Insurance

The Issuer’s operations will be subject to hazards inherent in the industrial hemp industry, such as equipment defects, malfunction and failures, natural disasters which result in fires, accidents and explosions that can cause personal injury, loss of life, suspension of operations, damage to facilities, business interruption and damage to or destruction of property, equipment and the environment, labour disputes, and changes in the regulatory environment. These risks could expose the Issuer to substantial liability for personal injury, wrongful death, property damage, pollution, and other environmental damages. The frequency and severity of such incidents will affect operating costs, insurability and relationships with customers, employees and regulators.

The Issuer will continuously monitor its operations for quality control and safety. However, there are no assurances that the Issuer’s safety procedures will always prevent such damages. Although the Issuer will maintain insurance coverage that it believes to be adequate and customary in the industry, there can be no assurance that such insurance will be adequate to cover its liabilities. In addition, there can be no assurance that the Issuer will be able to maintain adequate insurance in the future at rates it considers reasonable and commercially justifiable. The occurrence of a significant uninsured claim, a claim in excess of the insurance coverage limits then maintained by the Issuer, or a claim at a time when it is not able to obtain liability insurance, could have a material adverse effect on the Issuer, the Issuer’s ability to conduct normal business operations and on the Issuer’s business, financial condition, results of operations and cash flows in the future.

Uninsured or Uninsurable Risk

The Issuer may be subject to liability for risks against which it cannot insure or against which the Issuer may elect not to insure due to the high cost of insurance premiums or other factors. The payment of any such liabilities would reduce the funds available for the Issuer’s normal business activities. Payment of liabilities for which the Issuer does not carry insurance may have a material adverse effect on the Issuer’s financial position and operations.

Financial Projections May Prove Materially Inaccurate or Incorrect

The Issuer’s financial estimates, projections and other forward-looking information accompanying this Listing Statement were prepared by the without the benefit of reliable historical industry information or other information customarily used in preparing such estimates, projections and other forward-looking information. Such forward-looking information is based on assumptions of future events that may or may not occur, which assumptions may not be disclosed in such documents. Investors should research the Issuer and become familiar with the assumptions underlying any estimates, projections or other forward-looking information. Projections are inherently subject to varying degrees of uncertainty and their achievability depends on the timing and probability of a complex series of future events. There is no assurance that the assumptions upon which these projections are based will be realized. Actual results may differ materially from projected results for a number of reasons including increases in operating expenses, changes or shifts in regulatory rules, undiscovered and unanticipated adverse industry and economic conditions, and unanticipated competition. Accordingly, investors should not rely on any projections to indicate the actual results the Issuer might achieve.

Discretion as to the Use of Available Funds

The Issuer’s management will have broad discretion in how it uses the funds available to it. Management may use the available funds in ways that shareholders may not consider desirable. The results and the effectiveness of the application of the funds are uncertain. If the funds are not applied effectively, the results of the Issuer’s operations may suffer. Management currently intends to allocate the available funds as described under “ Total Funds Available ”, however, management may elect to allocate the funds differently from that described under “ Total Funds Available ” if it believes it would be in the Issuer’s best interest to do so. Shareholders may not agree with the manner in which management chooses to allocate and spend the available funds.

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Going-Concern Risk

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

Client Acquisitions

The Issuer’s success depends on its ability to attract and retain clients. There are many factors which could impact the Issuer’s ability to attract and retain clients, including but not limited to the Issuer’s ability to continually produce desirable and effective products, the successful implementation of the Issuer’s client-acquisition plan and continued growth in the market for industrial hemp and products derived therefrom. The Issuer’s failure to acquire and retain customers would have a material adverse effect on the Issuer’s business, operating results and financial condition.

Credit Risk

The Issuer will be exposed to credit risk. Credit risk arises from deposits with banks and outstanding receivables. The Issuer does not hold any collateral as security but mitigates this risk by dealing only with what management believes to be financially sound counterparties and, accordingly, does not anticipate significant loss for non-performance.

Acquisition Risks

The Issuer is likely to acquire additional assets and/or companies. There are risks inherent in any such acquisition. Although the Issuer will perform due diligence reviews of any assets or companies it intends to acquire, in whole or in part, there could be unknown or undisclosed risks, problems, hazards, liabilities, claims, or otherwise, for which the Issuer may not be sufficiently indemnified. Any such unknown or undisclosed risks or liabilities could materially and adversely affect the Issuer’s financial performance and results of operations. The Issuer could encounter additional costs or other factors such as the failure to realize all of the benefits from such acquisitions.

The Issuer may not be able to successfully integrate and combine the operations, personnel and technology infrastructure of any such acquired entity with its existing operations. If integration is not managed successfully by the Issuer’s management, the Issuer may experience interruptions in its business activities, deterioration in its employee and customer relationships, increased costs of integration and harm to its reputation, all of which could have a material adverse effect on its business, financial condition and results of operations. The Issuer may experience difficulties in combining corporate cultures, maintaining employee morale and retaining key employees. The integration of any such acquired companies may also impose substantial demands on management. There is no assurance that any such acquisitions will be successfully integrated in a timely manner.

Investment Risks

The Issuer is expected to acquire various assets and form relationships with third parties for mutual benefit. There can be no assurance that the Issuer will acquire favourable investment opportunities or that any such investments will generate revenues or profits. Failure to successfully manage the acquisition of investments could harm the Issuer’s business, strategy and operating results in a material way. The transactions and their success may be exposed to a number of risks, including the risks that the Issuer may not be able to identify viable opportunities or, if it does identify viable opportunities, effect the transaction and that the investment may fail to perform.

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Regulatory Regime

The business and activities of the Issuer are heavily regulated in all jurisdictions where it will carry on business. The Issuer’s operations will be subject to various laws, regulations and guidelines by governmental authorities. Laws and regulations, applied generally, grant government agencies and self-regulatory bodies broad administrative discretion over the activities of the Issuer, including the power to limit or restrict business activities as well as impose additional disclosure requirements on the Issuer’s products and services. Achievement of the Issuer’s business objectives is contingent, in part, upon compliance with regulatory requirements enacted by governmental authorities and obtaining all regulatory approvals, where necessary, for the sale of its products. Similarly, the Issuer cannot predict the time required to secure all appropriate regulatory approvals for its products, or the extent of testing and documentation that may be required by governmental authorities. Any delays in obtaining, or failure to obtain regulatory approvals would significantly delay the development of markets and products and could have a material adverse effect on the business, results of operations and financial condition of the Issuer.

The Issuer will incur ongoing costs and obligations related to regulatory compliance in Canada as well as any other jurisdictions in which it may operate. Failure to comply with regulations may lead to possible sanctions including the revocation or imposition of additional conditions on licences to operate the Issuer’s business, the suspension or expulsion from a particular market or jurisdiction or of its key personnel, and the imposition of fines and censures. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to the Issuer’s operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations and financial condition of the Issuer.

Changes in Laws, Regulations and Guidelines

The Issuer’s operations will be subject to various laws, regulations, guidelines and licensing requirements. While the Issuer is expected to be in compliance with all such laws, any changes to such laws, regulations, guidelines and policies due to matters beyond the control of the Issuer could have a material adverse effect on the Issuer’s business, results of operations and financial condition.

Constraints on Marketing Products

The development of the Issuer’s business and operating results may be hindered by applicable restrictions on sales and marketing activities imposed by government regulatory bodies. The regulatory environment in Canada limits companies’ abilities to compete for market share in a manner similar to other industries. If the Issuer is unable to effectively market its products and compete for market share, or if the costs of compliance with government legislation and regulation cannot be absorbed through increased selling prices for its products, the Issuer’s sales and results of operations could be adversely affected.

Economic Environment

The Issuer’s operations could be affected by general economic conditions should the unemployment level, interest rates or inflation reach levels that influence consumer trends, and consequently, impact the Issuer’s sales and profitability. As well, general demand for banking services and alternative banking or financial services cannot be predicted and future prospects of such areas might be different from those predicted by the Issuer’s management.

Public Health Crises and Global Financial Conditions

Global or national health concerns, including the outbreak of pandemic or contagious diseases, such as COVID-19, may adversely affect the Issuer. The Issuer’s business, operations and financial condition could be materially adversely affected by the outbreak of epidemics or pandemics or other health crises. The Issuer expects to experience some short to medium term negative impacts from the COVID-19 outbreak; however, the extent of such impacts is currently unquantifiable, but may be significant. Such impacts include, with respect to its operations, the ability of the Issuer to access debt or equity capital on acceptable terms or at all.

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Following the onset of the credit crisis in 2008, global financial conditions were characterized by extreme volatility and several major financial institutions either went into bankruptcy or were rescued by governmental authorities. While global financial conditions subsequently stabilized, there remains considerable risk in the system given the extraordinary measures adopted by government authorities to achieve that stability. Global financial conditions could suddenly and rapidly destabilize in response to future economic shocks, as government authorities may have limited resources to respond to future crises.

Future economic shocks may be precipitated by a number of causes, including a rise in the price of oil, geopolitical instability and natural disasters. Any sudden or rapid destabilization of global economic conditions could impact the Issuer’s ability to obtain equity or debt financing in the future on terms favourable to the Issuer. Additionally, any such occurrence could cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. Further, in such an event, the Issuer’s operations and financial condition could be adversely impacted.

Furthermore, general market, political and economic conditions, including, for example, inflation, interest and currency exchange rates, structural changes in the cannabis industry, supply and demand for commodities, political developments, legislative or regulatory changes, social or labour unrest and stock market trends will affect the Issuer’s operating environment and its operating costs, profit margins and share price. Any negative events in the global economy could have a material adverse effect on the Issuer’s business, financial condition, results of operations or prospects.

Access to Capital

The Issuer will continue to make, substantial investments and other expenditures related to acquisitions, research and development and marketing initiatives. The Issuer has historically financed these expenditures through offerings of their equity securities or by the issuance of its securities as consideration. The Issuer will have further capital requirements and other expenditures as it proceeds to expand its business or take advantage of opportunities for acquisitions or other business opportunities that may be presented to it. The Issuer may incur major unanticipated liabilities or expenses. The Issuer can provide no assurance that it will be able to obtain financing to meet the growth needs of its operations.

Estimates or Judgments Relating to Critical Accounting Policies

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Issuer will base its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. The Issuer’s operating results may be adversely affected if the assumptions change or if actual circumstances differ from those in the assumptions, which could cause the Issuer’s operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the share price of the Issuer. Significant assumptions and estimates used in preparing the financial statements include those related to the credit quality of accounts receivable, income tax credits receivable, share based payments, impairment of non-financial assets, fair value of biological assets, as well as revenue and cost recognition.

Item 18: Promoters

Michael Matvieshen is the holder of more than 10% of issued and outstanding Common Shares and may be considered the promoter of the Issuer as such term is defined in Canadian Securities Laws.

There is no other person who is or who has been within the two years immediately preceding the date of this Listing Statement, a ‘promoter’ of the Issuer as defined under applicable Canadian Securities Laws.

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Item 19: Legal Proceedings

Legal Proceedings and Regulatory Actions

To the best of the Issuer’s knowledge, there are no legal proceedings as of the date of this Listing Statement to which the Issuer is a party or of which any of the Issuer’s property is subject that would have a material adverse effect on the Issuer, nor are there any such legal proceedings contemplated. Other than the following:

• (a) On February 28, 2019, the Issuer filed a civil claim against Liht Cannabis Corp. (“Liht”) and certain of its affiliates for the recovery of a $1,000,000 advance to Liht plus interest. The interest payable on the advance was to be 10% per annum compounded daily from June 25, 2018 through and including the date on which it was repaid in full. The advance was to be evidenced by a loan agreement, repayable within 90 days and secured by certain assets of Liht. The Issuer alleges that, even though the Issuer advanced Liht the $1,000,000, Liht refused to execute the loan agreement and security agreements and has took no steps to perfect the security for the advance. On August 28, 2018, the Issuer made demand for repayment of the $1,000,000 plus accrued interest and again made demand on January 14, 2019. Liht has refused to return any portion of the $1,000,000 and any interest or deliver any consideration for the advance. The civil claim is ongoing and the Issuer believes that the advance to Liht will be recovered, but the outcome cannot be reasonably determined at this time.

• (b) On June 26, 2019, the Issuer filed a civil claim against its former management for the breach of their fiduciary duty and duty of care to the Issuer with respect to the advance made to Liht. The civil claim is ongoing and the amount of any damages recoverable cannot be reasonably determined or estimated at this time.

• (c) On May 14, 2020, a civil claim was filed against the Issuer by a former employee. The former employee claimed $114,061 in relief. On October 28, 2020, the Issuer and the former employee agreed to settle the claim. In settlement, the Issuer issued the former employee a convertible promissory note in the principal amount of $85,000. The promissory note was non- interest bearing and was converted into 566,667 Common Shares at a deemed price of $0.15 per share on September 3, 2021.

There have been no penalties or sanctions imposed against the Issuer by a court relating to securities legislation or by a securities regulatory authority as of the date of this Listing Statement, or any other time that would likely be considered important to a reasonable investor making an investment decision in the Issuer. The Issuer has not entered into any settlement agreements with a court relating to securities legislation or with a securities regulatory authority as of the date of this Listing Statement.

Item 20: Interests of Management and Others in Material Transactions

No director or executive officer of the issuer, no shareholder holding more than 10% of the issued and outstanding Common Shares of the Issuer and no Associate or Affiliate of any of the foregoing persons has or had any material interest, direct or indirect, in any transaction in the preceding three years, or in any proposed transaction, which in either such case has materially affected or will materially affect the Issuer, save as otherwise described herein.

Item 21: Auditors, Transfer Agents and Registrars

The auditor for the Issuer is Harbourside CPA LLP, Chartered Professional Accountants, located at Suite 1140, 185 West Georgia Street, Vancouver, British Columbia.

The Registrar and Transfer Agent for the Issuer is Computershare Investor Services Inc., located at 510 Burrard Street, 3rd Floor, Vancouver, British Columbia V6C 3B9.

Listing Statement – Indigenous Bloom Hemp Corp.

Page 43 of 44

Item 22: Material Contracts

Except for contracts entered into by the Issuer in the ordinary course of business, the only current material contracts entered into within the last two years or currently anticipated to be entered into by the Issuer which can reasonably be regarded as presently material are:

1. Amalgamation Agreement.

2. Business Combination Agreement.

3. Escrow Agreement.

4. Independent Contractors Service Agreement.

5. Lease agreement between Chris Federowich and Delores Federowich as lessees and Amy Larose as lessor.

6. Technology License Agreement.

Particulars of contracts entered into other than in the ordinary course of business may be obtained from the Issuer’s public profile available by visiting the SEDAR website: www.sedar.com.

Item 23: Interest of Experts

Except as disclosed herein, no professional person who has provided an opinion or report referenced in this Listing Statement currently holds more than 1% of the issued and outstanding Common Shares and no such professional person is expected to be elected, appointed or employed as a director, officer or employee of the Issuer or of its Associates or Affiliates.

Item 24: Other Material Facts

There are no other material facts regarding the affairs of the Issuer.

Item 25: Financial Statements

The audited consolidated financial statements of the Issuer for the fiscal years ended April 30, 2021, 2020 and 2019, and the audited financial statements of Hempco for the fiscal year ended May 31, 2021 and for the period July 31, 2019 (date of incorporation) to May 31, 2020, as well as the unaudited interim consolidated financial statements of the Issuer for the three-month period ended July 31, 2021, and unaudited interim financial statements of Hempco for the three month period ended August 31, 2021 are attached hereto. Also attached hereto are the pro-forma financial statements of the Issuer, showing its financial position as if the Amalgamation had been completed as at July 31, 2021.

Listing Statement – Indigenous Bloom Hemp Corp.

Page 44 of 44

SCHEDULE “A”

Financial Statements and MD&A of Indigenous Bloom Hemp Corp. ( formerly Veritas Pharma Inc .)

( See attached )

INDIGENOUS BLOOM HEMP CORP.

(formerly Veritas Pharma Inc.)

Condensed Consolidated Financial Statements Three Months Ended July 31, 2021

(Expressed in Canadian dollars)

(unaudited)

INDIGENOUS BLOOM HEMP CORP.

(formerly Veritas Pharma Inc.) Condensed consolidated statements of financial position (Expressed in Canadian dollars) (unaudited)

	July 31,	April 30,
	2021	2021
	$	$
Assets
Current assets
Cash	438	481
Amounts receivable	249	249
Due from Indigenous Bloom Hemp Corporation (Note 9)	403,507	–
Total assets	404,194	730
Liabilities
Current liabilities
Accounts payable and accrued liabilities (Note 6)	598,131	580,946
Loan payable (Note 3)	500,000	–
Convertible note payable (Note 4)	76,311	68,829
Derivative liability (Note 5)	15,633	22,117
Due to related parties (Note 6)	314,199	622,847
Total current liabilities	1,504,274	1,294,739
Non-current liabilities
Long-term debt (Note 7)	29,750	–
Due to related parties (Note 6)	403,975	–
Total non-current liabilities	433,725	–
Total liabilities	1,937,999	1,294,739
Shareholders’ deficit
Share capital	29,564,397	29,564,397
Share-based payment reserve	1,443,613	1,443,613
Warrant reserve	684,135	684,135
Deficit	(33,225,950)	(32,986,154)
Total shareholders’deficit	(1,533,805)	(1,294,009)
Total liabilities and shareholders’ deficit	404,194	730

Nature of operations and continuance of business (Note 1) Contingencies (Note 10) Commitments (Note 11) Subsequent events (Note 12)

Approved and authorized for issuance on behalf of the Board of Directors on December 7, 2021:

/s/ Lorne Mark Roseborough Lorne Mark Roseborough	/s/ Blair Lowther
	Blair Lowther, Director

(The accompanying notes are an integral part of these condensed consolidated financial statements)

1

INDIGENOUS BLOOM HEMP CORP.

(formerly Veritas Pharma Inc.)

Condensed consolidated statements of operations and comprehensive loss (Expressed in Canadian dollars) (unaudited)

	Three months	Three months
	ended	ended
	July 31,	July 31,
	2021	2020
	$	$
Expenses
Consulting fees (Note 6)	151,850	63,000
Office and miscellaneous	93	826
Professional fees	61,632	73,381
Transfer agent and filing fees	25,223	7,090
Total expenses	238,798	144,297
Loss before other income (expense)	(238,798)	(144,297)
Other income (expense)
Accretion of discount on convertible note payable (Note 4)	(7,482)	–
Gain on change in fair value of derivative liability (Note 5)	6,484	–
Total other income (expense)	(998)	–
Net loss and comprehensive loss for theperiod	(239,796)	(144,297)
Lossper share,basic and diluted	(0.03)	(0.02)
Weighted average shares outstanding	8,347,330	7,715,663

(The accompanying notes are an integral part of these condensed consolidated financial statements)

2

INDIGENOUS BLOOM HEMP CORP.

(formerly Veritas Pharma Inc.)

Condensed consolidated statements of changes in equity (Expressed in Canadian dollars) (unaudited)

	Share-based Total Share capital payment Warrant shareholders’ Number of shares Amount $ reserve $ reserve $ Deficit $ deficit $
Balance, April 30, 2021 Netlossforthe period	8,347,330 29,564,397 1,443,613 684,135 (32,986,154) (1,294,009) – – – – (239,796) (239,796)
Balance,July31,2021	8,347,330 29,564,397 1,443,613 684,135 (33,225,950) (1,533,805)
Balance, April 30, 2020 Netlossforthe period	7,715,663 29,381,213 1,443,613 684,135 (32,384,008) (875,047) – – – – (144,297) (144,297)
Balance,July31,2020	7,715,663 29,381,213 1,443,613 684,135 (32,528,305) (1,019,344)

(The accompanying notes are an integral part of these condensed consolidated financial statements)

3

INDIGENOUS BLOOM HEMP CORP.

(formerly Veritas Pharma Inc.) Condensed consolidated statements of cash flows (Expressed in Canadian dollars) (unaudited)

	Three months	Three months
	ended	ended
	July 31,	July 31,
	2021	2020
	$	$
Operating activities
Net loss for the period	(239,796)	(144,297)
Items not involving cash:
Accretion of discount on convertible note payable	7,482	–
Gain on change in fair value of derivative liability	(6,484)	–
Changes in non-cash operating working capital:
Prepaid expenses	–	1,954
Accounts payable and accrued liabilities	141,435	89,627
Due to relatedparties	827	48,225
Net cash used in operatingactivities	(96,536)	(4,491)
Investing activities
Advance to Indigenous Bloom Hemp Corporation	(500,000)	–
Repayment of advance to Indigenous Bloom HempCorporation	96,493	–
Net cash used in investingactivities	(403,507)	–
Financing activities
Proceeds from loanpayable	500,000	–
Net cashprovided byfinancingactivities	500,000	–
Change in cash	(43)	(4,491)
Cash,beginningofperiod	481	8,891
Cash, end ofperiod	438	4,400
Non-cash investing and financing activities:
Accounts payable reclassified to long-term due to related parties	94,500	–
Accountspayable reclassified to long-term debt	29,750	–

(The accompanying notes are an integral part of these condensed consolidated financial statements)

4

INDIGENOUS BLOOM HEMP CORP. (formerly Veritas Pharma Inc.) Notes to the condensed consolidated financial statements Three months ended July 31, 2021 (Expressed in Canadian dollars) (unaudited)

1. Nature of Operations and Continuance of Business

Indigenous Bloom Hemp Corp. (the “Company”) was incorporated on May 14, 2014 under the Business Corporations Act of British Columbia as Seashore Organic Marijuana Corp. for the purpose of completing the Plan of Arrangement between Noor Energy Corporation and Sechelt Organic Marijuana Corp. which was completed on August 7, 2014. On September 22, 2014, the Company changed its name from Seashore Organic Marijuana Corp. to Seashore Organic Medicine Inc. and had intentions to become a producer and distributor of medical marijuana in Canada. On December 29, 2015, the Company’s name was changed to Veritas Pharma Inc. On September 24, 2021, the Company name was changed to Indigenous Bloom Hemp Corp. Its current focus is to develop the most effective proprietary cannabis strains for specific disease conditions. The Company’s head office is located at Suite 3200, 650 West Georgia Street, Vancouver, BC, V6B 4P7.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company is not currently determinable, but management continues to monitor the situation.

These condensed consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at July 31, 2021, the Company has not generated any revenues from operations, has a working capital deficit of $1,100,080, and has an accumulated deficit of $33,225,950. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Significant Accounting Policies

(a) Basis of Preparation

These condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards applicable to interim financial information, as outlined in International Accounting Standard (“IAS”) 34, “Interim Financial Reporting” and using the accounting policies consistent with those in the audited consolidated financial statements as at and for the year ended April 30, 2021.

These condensed consolidated financial statements do not include all disclosures normally provided in annual financial statements and should be read in conjunction with the annual consolidated financial statements as at and for the year ended April 30, 2021. Interim results are not necessarily indicative of the results expected for the fiscal year.

(b) Principles of Consolidation

These condensed consolidated financial statements include the accounts of the Company and its 100% owned subsidiaries, Sechelt Organic Marijuana Corp. (“Sechelt”), Cannevert Therapeutics Ltd., 12302161 Canada Inc., and Veritas Hemp Corp. All inter-company balances and transactions have been eliminated on consolidation.

(c) Financial Instruments

The fair values of financial instruments, which include cash, accounts payable and accrued liabilities, convertible note payable, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.

5

INDIGENOUS BLOOM HEMP CORP. (formerly Veritas Pharma Inc.) Notes to the condensed consolidated financial statements Three months ended July 31, 2021 (Expressed in Canadian dollars) (unaudited)

2. Significant Accounting Policies (continued)

• (d) Recent Accounting Pronouncements

A number of new standards, and amendments to standards and interpretations, are not yet effective for the period ended July 31, 2021, and have not been applied in preparing these consolidated financial statements. Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.

3. Loan Payable

As at July 31, 2021, the Company has a loan payable of $500,000 (April 30, 2021 - $nil) which is noninterest bearing, unsecured, and due on demand.

4. Convertible Note Payable

On November 5, 2020, the Company issued a non-interest bearing convertible promissory note for principal of $85,000 to a former employee to settle a civil claim (refer to Note 10(c)). The convertible promissory note will automatically convert into common shares of the Company at a price equal to the greater of (i) the closing price of the Company’s shares on the Canadian Securities Exchange (“CSE”) on the Maturity Date (the first day on which the Company’s shares are reinstated for trading on the CSE), less the maximum discount permitted by Policy 6 of the CSE; and (ii) $0.15. The Company must issue the shares to the former employee within 5 business days of the Maturity Date. At issuance, the Company recognized the host liability of the convertible note to be $54,347, and recorded accretion expense of $14,482 during the year ended April 30, 2021. For the three months ended July 31, 2021, the Company recognized accretion expense of $7,482. The conversion feature of this instrument has been identified as an embedded derivative liability. Refer to Note 5.

5. Derivative Liability

On November 5, 2020, the Company issued a non-interest bearing convertible promissory note for principal of $85,000 (refer to Note 4). The debt instrument allows for an automatic conversion into common shares upon the Company’s shares being reinstated on the CSE.

The conversion feature of this instrument has been identified as an embedded derivative liability. The fair value of the derivative liability was calculated using the Black-Scholes model, with a volatility of 100%, discount rate of 0.18%, and expected life of 1 year, and recognized on the respective issuance date of the instrument, with any fair value gains (losses) recognized in the consolidated statement of operations and comprehensive. During the year ended April 30, 2021, the Company recognized the derivative liability at initial recognition of $30,653, and recognized a gain on the change in fair value of $8,536 during the year ended April 30, 2021. For the three months ended July 31, 2021 the Company recognized a gain on the change in fair value of $6,484.

6. Related Party Transactions

• (a) As at July 31, 2021, the Company owed $58,300 (April 30, 2021 – $42,550) to a company controlled by a director of the Company. The amount is unsecured and non-interest bearing. For the amount owed, $52,500 is due on June 30, 2023 and the remainder of $5,800 (April 30, 2021 - $42,550) is due on demand and recorded in accounts payable and accrued liabilities. During the three months ended July 31, 2021, the Company incurred consulting fees of $15,000 (2020 – $15,000) to a company controlled by a director of the Company.

6

INDIGENOUS BLOOM HEMP CORP.

(formerly Veritas Pharma Inc.) Notes to the condensed consolidated financial statements Three months ended July 31, 2021 (Expressed in Canadian dollars) (unaudited)

6. Related Party Transactions (continued)

• (b) As at July 31, 2021, the Company owed $105,000 (April 30, 2021 – $42,000) to a company controlled by the Chief Executive Officer of the Company. The amount is unsecured and noninterest bearing. For the amount owed, $42,000 is due on June 30, 2023 and the remainder of $63,000 (April 30, 2021 - $42,000) is due on demand and recorded in accounts payable and accrued liabilities. During the three months ended July 31, 2021, the Company incurred consulting fees of $60,000 (2020 – $30,000) to a company controlled by the Chief Executive Officer of the Company.

• (c) As at July 31, 2021, the Company owed $576,668 (April 30, 2021 - $575,841) to a company where a director of the Company is a director. The amount is unsecured and non-interest bearing. For the amount owed, $309,475 is due on June 30, 2023 and the remainder of $267,1932 (April 30, 2021 - $575,841) is due on demand.

• (d) As at July 31, 2021, the Company owed $47,006 (April 30, 2021 - $47,006) to a former director of Sechelt. The amount is unsecured, non-interest bearing, and due on demand.

• (e) As at July 31, 2021, the Company owed $63,000 (April 30, 2021 - $nil) to the Chairman of the Board of the Company, which is included in accounts payable and accrued liabilities. During the three months ended July 31, 2021, the Company incurred consulting fees of $60,000 (2020 – $nil) to the Chairman of the Board of the Company.

• (f) During the three months ended July 31, 2021, the Company incurred consulting fees of $nil (2020 – $15,000) to a company controlled by a director of the Company.

7. Long-term Debt

On June 21, 2021, the Company entered into an agreement whereby repayment of $29,750 in accounts payable was postponed to June 30, 2023.

8. Stock Options

The Company has adopted a stock option plan pursuant to which options may be granted to directors, officers, employees and consultants of the Company to a maximum of 10% of the issued and outstanding common shares. The exercise price of each option is set by the Board of Directors at the time of grant subject to a minimum price of $0.10 per share but cannot be less than the market price (less permissible discounts) on the Canadian Securities Exchange. Options can have a maximum term of five years and typically terminate ninety days following the termination of the optionee’s employment or engagement (thirty days for options granted for investor relations services), except in the case of retirement or death. Vesting of options is at the discretion of the Board of Directors at the time the options are granted.

The following table summarizes the continuity of the Company’s stock options:

							Weighted
							average
							exercise
						Number of	price
						stock options	$
Balance,April	30,	2021	and July	31,	2021	405,244	0.30

7

INDIGENOUS BLOOM HEMP CORP. (formerly Veritas Pharma Inc.) Notes to the condensed consolidated financial statements Three months ended July 31, 2021 (Expressed in Canadian dollars) (unaudited)

8. Stock Options (continued)

Additional information regarding stock options outstanding as at July 31, 2021 is as follows:

Range of exercise prices $	Outstanding and exercisable
	Number of stock options Weighted average remaining contractual life (years) Weighted average exercise price $
0.30	405,244 3.7 0.30

9. Proposed Business Acquisition

On September 4, 2020, the Company entered into an agreement to acquire Indigenous Bloom Hemp Corporation (“HempCo”). The Company will acquire 100% of the issued and outstanding shares of HempCo for aggregate consideration of $28,000,000 to be provided in common shares of the Company, at a deemed price per share equal to the closing price on the Canadian Securities Exchange (“CSE”) on the day prior to closing. Prior to closing, the Company is to consolidate its common shares on a 1-for-2 basis.

On April 29, 2021, the acquisition agreement was approved by the shareholders of the Company. The closing of the acquisition is subject to regulatory and CSE approval. On September 1, 2021, the Company received conditional approval of the CSE in respect to its business combination with HempCo. Refer to Note 12(a).

As at July 31, 2021, the Company was owed $403,507 (April 30, 2021 - $nil) from HempCo which is non-interest bearing, unsecured, and due on demand.

10. Contingencies

• (a) On June 25, 2018, the Company advanced $1,000,000 to Liht Cannabis Corp. (formerly Marapharm Ventures Inc.) (“Liht”), which was supposed to bear interest at 10% per annum compounded daily, was to be repayable within 90 days, and was to be secured by certain assets of Liht, but the agreement was not executed. The Company and Liht had common officers and directors at the time of the advance. During the year ended April 30, 2019, the Company recorded this as an unauthorized payment in the consolidated statement of operations and comprehensive loss. On February 28, 2019, the Company filed a civil claim against Liht for the recovery of the $1,000,000 advance plus interest. The interest payable on the advance was to be 10% per annum compounded daily from June 25, 2018 through and including the date on which it was repaid in full. The advance was to be repayable within 90 days and secured by certain assets of Liht. The Company alleges that, even though the Company had advanced Liht $1,000,000, Liht had refused to execute the loan agreement and has taken no steps to perfect the security of the advance. On August 28, 2018, the Company made a demand for the return of the $1,000,000 and again on January 14, 2019 together with interest accrued totalling of $1,055,068 on or before January 21, 2019. Liht has refused to return any portion of the $1,000,000 and any interest or deliver any consideration for the advance. The civil claim is ongoing and the Company believes that the advance to Liht will be recovered, but the outcome cannot be reasonably determined at this time.

• (b) On June 26, 2019, the Company filed a civil claim against its former management for the breach of their fiduciary duty and duty of care to the Company with respect to the advance made to Liht. This resulted in a loss and damage to the Company. The civil claim is ongoing and the amount of any damages recoverable cannot be reasonable determined or estimated at this time.

8

INDIGENOUS BLOOM HEMP CORP.

(formerly Veritas Pharma Inc.) Notes to the condensed consolidated financial statements Three months ended July 31, 2021 (Expressed in Canadian dollars) (unaudited)

10. Contingencies (continued)

• (c) On May 14, 2020, a civil claim was filed against the Company by a former employee. The former employee is claiming $114,061 in relief as follows: $31,500 in damages for breach of contract. $31,500 in damages for outstanding wages, $1,061 in damages for outstanding business expenses, and $50,000 in damages for the breach of common law duty to perform contract obligations honestly and in good faith. The Company initially recorded $63,873 in the accounts payable and accrued liabilities for previous services rendered, outstanding business expenses, and damages for breach of contract. On October 28, 2020, the Company and the former employee agreed that the Company will pay the former employee a sum of $85,000 through the issuance of a convertible promissory note. The promissory note is non-interest bearing and will automatically convert into common shares of the Company at a price equal to the greater of (i) the closing price of the Company’s shares on the Canadian Securities Exchange (“CSE”) on the Maturity Date (the first day on which the Company’s shares are reinstated for trading on the CSE), less the maximum discount permitted by Policy 6 of the CSE; and (ii) $0.15. The Company must issue the shares to the former employee within 5 business days of the Maturity Date. The settlement fee of $14,093 was recorded in the statement of operations. Refer to Note 4.

11. Commitments

• (a) On May 1, 2021, the Company entered into an agreement with a company controlled by the Chief Executive Officer of the Company whereby the Company agreed to pay $20,000 per month for a period of one year. The agreement can be terminated by either party by providing a minimum of 90 days’ written notice.

• (b) On May 1, 2021, the Company entered into an agreement with Chairman of the Board of Directors of the Company whereby the Company agreed to pay consulting fees of $20,000 per month for a period of one year. The agreement will automatically renew for successive one year terms until and unless either party provides to the other written notice of its desire not to automatically renew this agreement. The agreement can be terminated by either party by providing a minimum of 30 days’ written notice.

12. Subsequent Events

• (a) On September 1, 2021, the Company received conditional approval of the CSE in respect to its business combination with HempCo. Effective September 1, 2021, the Company consolidated its common shares on a 1-for-2 basis. All share amounts have been retroactively restated for all periods presented.

• (b) On September 3, 2021, the Company issued 566,667 common shares to settle the convertible note payable described in Note 4.

• (c) On September 24, 2021, the Company issued 62,221,972 common shares to complete its business combination with HempCo.

9

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VERITAS PHARMA INC.

Consolidated Financial Statements Years Ended April 30, 2021 and 2020 (Expressed in Canadian dollars)

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of Veritas Pharma Inc.

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Veritas Pharma Inc. (the “Company”), which comprise the consolidated statement of financial position as at April 30, 2021. and the consolidated statement of operations and comprehensive loss, consolidated statement of changes in shareholders’ equity (deficit) and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated financial position of the Company as at April 30, 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

Without qualifying our opinion, we draw attention to Note 1 to the consolidated financial statements which indicates the existence of a material uncertainty that may cast significant doubt about Veritas Pharma Inc. ability to continue as a going concern.

Comparative Information

The consolidated financial statements of the Company for the year ended April 30, 2020 were audited by another auditor who expressed an unmodified opinion on those statements on August 28, 2020.

Information other than the Consolidated Financial Statements and the Auditor’s Report thereon

Management is responsible for the other information. The other information comprises the information, other than the consolidated financial statements and our auditor’s report thereon, included in Management's discussion and analysis report.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's discussion and analysis report prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Mickey Goldstein.

==> picture [158 x 39] intentionally omitted <==

Vancouver, British Columbia September 3, 2021

Harbourside CPA, LLP Chartered Professional Accountants

VERITAS PHARMA INC.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

	April 30,	April 30,
	2021	2020
	$	$
Assets
Current assets
Cash	481	8,891
Amounts receivable	249	249
Prepaid expenses	–	5,969
Total assets	730	15,109
Liabilities
Current liabilities
Accounts payable and accrued liabilities (Note 7)	580,946	524,729
Convertible note payable (Note 5)	68,829	–
Derivative liability (Note 6)	22,117	–
Due to related parties (Note 7)	622,847	365,427
Total liabilities	1,294,739	890,156
Shareholders’ deficit
Share capital (Note 8)	29,564,397	29,381,213
Share-based payment reserve	1,443,613	1,443,613
Warrant reserve	684,135	684,135
Deficit	(32,986,154)	(32,384,008)
Total shareholders’deficit	(1,294,009)	(875,047)
Total liabilities and shareholders’ deficit	730	15,109

Nature of operations and going concern (Note 1) Contingencies (Note 14) Subsequent events (Note 16)

Approved and authorized for issuance on behalf of the Board of Directors on September 3, 2021:

/s/ Lorne Mark Roseborough /s/ Blair Lowther Lorne Mark Roseborough, Director Blair Lowther, Director

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

3

VERITAS PHARMA INC.

Consolidated Statements of Operations and Comprehensive Loss (Expressed in Canadian dollars)

	Year ended	Year ended
	April 30,	April 30,
	2021	2020
	$	$
Expenses
Consulting fees (Note 7)	233,582	278,758
Office and miscellaneous	8,257	20,266
Professional fees	287,375	294,272
Rent	–	150,300
Share-based compensation (Note 8)	–	765,749
Transfer agent and filing fees	31,573	20,912
Travel and promotion	–	4,952
Wages and benefits	–	197,596
Total expenses	560,787	1,732,805
Loss before other income (expense)	(560,787)	(1,732,805)
Other income (expense)
Accretion of discount on convertible note payable	(14,482)	–
Gain on fair value of derivative liability (Note 6)	8,536	–
Gain on sale of property and equipment (Note 3)	–	15,221
Legal settlement (Note 14)	(13,486)	–
Loss on settlements of debt (Notes 7 and 8)	(91,933)	(31,369)
Write off of accounts payable	70,006	–
Write off of amounts receivable	–	(33,535)
Total other income (expense)	(41,359)	(49,683)
Net loss and comprehensive loss for theyear	(602,146)	(1,782,488)
Net lossper share,basic and diluted	(0.07)	(0.29)
Weighted average shares outstanding	8,179,454	6,193,107

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

4

VERITAS PHARMA INC.

Statements of Changes in Shareholders’ Equity (Deficit) (Expressed in Canadian dollars)

	Share-based Total Share capital payment Warrant shareholders’ Number of shares Amount $ reserve $ reserve $ Deficit $ equity (deficit) $
Balance, April 30, 2019 Common shares issued pursuant to debt settlements Fair value of stock options vested Net loss for the year	6,078,706 28,778,344 677,864 684,135 (30,601,520) (461,177) 1,636,957 602,869 – – – 602,869 – – 765,749 – – 765,749 – – – – (1,782,488) (1,782,488)
Balance, April 30, 2020 Common shares issued pursuant to debt settlements Net loss for the year	7,715,663 29,381,213 1,443,613 684,135 (32,384,008) (875,047) 631,667 183,184 – – – 183,184 – – – – (602,146) (602,146)
Balance,April30,2021	8,347,330 29,564,397 1,443,613 684,135 (32,986,154) (1,294,009)

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

5

VERITAS PHARMA INC. Consolidated Statements of Cash Flows (Expressed in Canadian dollars)

	Year ended	Year ended
	April 30,	April 30,
	2021	2020
	$	$
Operating activities
Net loss for the year	(602,146)	(1,782,488)
Items not involving cash:
Accretion of discount on convertible note payable	14,482	–
Gain on fair value of derivative liability	(8,536)	–
Gain on sale of property and equipment	–	(15,221)
Loss on settlements of debt	91,933	31,369
Loss on legal settlement	13,486	–
Share-based compensation	–	765,749
Write off of accounts payable	(70,006)	–
Write off of amounts receivable	–	33,535
Changes in non-cash operating working capital:
Amounts receivable	–	9,735
Prepaid expenses and deposits	5,969	(5,969)
Accounts payable and accrued liabilities	288,988	139,306
Due to/from relatedparties	257,420	212,519
Net cash used in operatingactivities	(8,410)	(611,465)
Investing activities
Proceeds received from disposition of 3 Carbon Extractions Ltd.
investment	–	375,000
Repayment of cash acquired from advance payable	–	(180,000)
Proceeds received from sale ofpropertyand equipment	–	334,660
Net cashprovided by (used in)investingactivities	–	529,660
Financing activities
Advances from relatedparty	–	70,700
Net cashprovided byfinancingactivities	–	70,700
Change in cash	(8,410)	(11,105)
Cash,beginningofyear	8,891	19,996
Cash, end ofyear	481	8,891
Non-cash investing and financing activities:
Fair value of shares issued to settle debt	183,184	602,869
Convertible debt issued for legal settlement	85,000	–

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

6

VERITAS PHARMA INC. Notes to the Consolidated Financial Statements Years Ended April 30, 2021 and 2020 (Expressed in Canadian dollars)

1. Nature of Operations and Going Concern

Veritas Pharma Inc. (the “Company”) was incorporated on May 14, 2014 under the Business Corporations Act of British Columbia as Seashore Organic Marijuana Corp. for the purpose of completing the Plan of Arrangement between Noor Energy Corporation and Sechelt Organic Marijuana Corp. which was completed on August 7, 2014. On September 22, 2014, the Company changed its name from Seashore Organic Marijuana Corp. to Seashore Organic Medicine Inc. and had intentions to become a producer and distributor of medical marijuana in Canada. On December 29, 2015, the Company’s name was changed to Veritas Pharma Inc., and its trading symbol was changed to “VRT”. Its current focus is to develop the most effective proprietary cannabis strains for specific disease conditions. The Company’s head office is located at Suite 3200, 650 West Georgia Street, Vancouver, BC.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company has not been significant, but management continues to monitor the situation.

These consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. During the year ended April 30, 2021, the Company did not generate any revenues and has a net loss of $602,146. As at April 30, 2021, has a working capital deficit of $1,294,009 and has an accumulated deficit of $32,986,154. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material.

2. Significant Accounting Policies

(a) Basis of Presentation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) in effect as at May 1, 2020.

These consolidated financial statements include the accounts of the Company and its 100% owned subsidiaries, Sechelt Organic Marijuana Corp. (“Sechelt”), Cannevert Therapeutics Ltd. (“CTL”), 12302161 Canada Inc., and Veritas Hemp Corp. All inter-company balances and transactions have been eliminated on consolidation.

These consolidated financial statements have been prepared on a historical cost basis and are presented in Canadian dollars, which is also the Company’s functional currency.

7

VERITAS PHARMA INC. Notes to the Consolidated Financial Statements Years Ended April 30, 2021 and 2020 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (c) Use of Estimates and Judgments

The preparation of these consolidated financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates, and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, revenues, and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.

Significant areas requiring the use of estimates include recognition and measurement of provisions: key assumptions about the likelihood and magnitude of an outflow of resources, fair value of share-based compensation, and unrecognized deferred income tax assets.

Current and deferred income taxes

The determination of income tax expense and the composition of deferred income tax assets and liabilities involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred income tax assets and liabilities, and interpretations of tax laws. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these interpretations, judgments, and estimates may materially affect the final amount of current and deferred income tax provisions, deferred income tax assets and liabilities, and results of operations.

Share-based compensation

Fair values are determined using the Black-Scholes option pricing model. Estimating fair value requires determining the most appropriate valuation model for a grant of equity instruments, which is dependent on the terms and conditions of the grant. Option-pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates and, therefore, existing models do not necessarily provide reliable measurement of the fair value of the Company’s stock options.

Provisions and contingent liabilities

Provisions are accrued for liabilities with uncertain timing or amounts, if, in the opinion of management, it is both likely that a future event will confirm that a liability had been incurred at the date of the consolidated financial statements and the amount can be reasonably estimated. Where it is not possible to determine whether such a liability has occurred, or to reasonably estimate the amount of loss until the performance of some future event, no accrual is made until that time and a disclosure of contingent liability is made unless the possibility of settlement is remote. Management has applied significant judgments in assessing the possibility of any outflow in settlement based on factors and situations known to management at the time of preparing these consolidated financial statements. Actual results may differ. Refer to Note 16 for details.

8

VERITAS PHARMA INC. Notes to the Consolidated Financial Statements Years Ended April 30, 2021 and 2020 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (c) Use of Estimates and Judgments (continued)

Significant Judgments

The critical judgments that the Company’s management has made in the process of applying the Company’s accounting policies that have the most significant effect on the amounts recognized in the Company’s consolidated financial statements are as follows:

Going concern

Management has applied judgments in the assessment of the Company’s ability to continue as a going concern when preparing its consolidated financial statements for the year ended April 30, 2021. Management prepares the consolidated financial statements on a going concern basis unless management either intends to liquidate the entity or to cease trading, or has no realistic alternative but to do so. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Management considered a wide range of factors relating to current and expected profitability, debt repayment schedules and potential sources of replacement financing. As a result of the assessment, management concluded there is a significant doubt as to the ability of the Company to meet its obligations as they fall due and, accordingly, the ultimate appropriateness of the use of accounting principles applicable to a going concern.

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but is not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company’s ability to continue as a going concern.

• (d) Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance, are readily convertible to known amounts of cash, and which are subject to insignificant risk of changes in value to be cash equivalents.

• (e) Impairment of Non-Financial Assets

At each reporting date, the Company assesses whether there are indicators of impairment for its non-financial assets. If indicators exist, the Company determines if the recoverable amount of the asset or cash generating unit (”CGU”) is greater than its carrying amount. A CGU is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows of other assets or groups of assets. The Company has used geographical proximity, geological similarities, analysis of shared infrastructure, commodity type, assessment of exposure to market risks, and materiality to define its CGUs.

If the carrying amount exceeds the recoverable amount, the asset or CGU is recorded at its recoverable amount with the reduction recognized in the consolidated statement of operations. The recoverable amount is the greater of the value in use or fair value less costs to sell. Fair value is the amount the asset could be sold for in an arm’s length transaction. The value in use is the present value of the estimated future cash flows of the asset from its continued use. The fair value less costs to sell considers the continued development of a property and market transactions in a valuation model.

Impairments are reversed in subsequent periods when there has been an increase in the recoverable amount of a previously impaired asset or CGU and these reversals are recognized in the consolidated statement of operations. The recovery is limited to the original carrying amount less depreciation, if any, that would have been recorded had the asset not been impaired.

9

VERITAS PHARMA INC. Notes to the Consolidated Financial Statements Years Ended April 30, 2021 and 2020 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (e) Impairment of Non-Financial Assets (continued)

Intangible assets with indefinite useful lives are not amortized but are tested for impairment annually, either individually or at the CGU level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

• (f) Financial Instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the respective instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are included in the initial carrying value of the related instrument and are amortized using the effective interest method. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in the consolidated statement of operations.

Fair value estimates are made at the consolidated statement of financial position date based on relevant market information and information about the financial instrument. All financial instruments are classified into either: fair value through profit or loss (“FVTPL”) or amortized cost.

The Company has made the following classifications:

Cash	Amortized cost
Accounts payable and accrued liabilities	Amortized cost
Convertible note payable	Amortized cost
Derivative liability	FVTPL
Due to related parties	Amortized cost

Financial Assets

The classification of financial assets depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Financial assets at FVTPL

Financial assets are classified as FVTPL when the financial asset is either held for trading or it is designated as FVTPL. A financial asset is classified as held for trading if:

• it has been acquired principally for the purpose of selling it in the near term; or

• on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

Financial assets at amortized cost

Financial assets at amortized cost are non-derivative financial assets which are held within a business model whose objective is to hold assets to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition. Subsequent to initial recognition, financial assets are measured at amortized cost using the effective interest method, less any impairment.

10

VERITAS PHARMA INC. Notes to the Consolidated Financial Statements Years Ended April 30, 2021 and 2020 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (f) Financial Instruments (continued)

Financial Assets (continued)

Impairment of Financial Assets

Financial assets, other than those classified as FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been decreased.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account.

When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are offset against the allowance account. Changes in the carrying amount of the allowance account are recognized in the consolidated statement of operations. Loss allowances are based on the lifetime ECL’s that result from all possible default events over the expected life of the trade receivable, using the simplified approach.

For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through the consolidated statement of operations to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

Financial Liabilities and Equity Instruments

Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized as the proceeds received, net of direct issue costs.

Other financial liabilities

Other financial liabilities (including loans and borrowings and trade payables and other liabilities) are initially measured at fair value, net of transaction costs. Subsequently, other financial liabilities are measured at amortized cost using the effective interest method.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

11

VERITAS PHARMA INC. Notes to the Consolidated Financial Statements Years Ended April 30, 2021 and 2020 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (g) Foreign Currency Translation

The functional and presentation currency is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange in effect at the statement of financial position date. Non-monetary items are translated using the historical rate on the date of the transaction. Revenue and expenses are translated at average rates for the periods. Foreign exchange gains and losses are included in the consolidated statement of operations and comprehensive loss.

• (h) Income Taxes

Current income tax

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in the consolidated statement of operations. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income tax

Deferred income tax is provided using the statement of financial position method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

(i) Share-based Payments

The grant date fair value of share-based payment awards granted to employees is recognized as stock-based compensation expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

Where equity instruments are granted to parties other than employees, they are recorded by reference to the fair value of the services received. If the fair value of the services received cannot be reliably estimated, the Company measures the services received by reference to the fair value of the equity instruments granted, measured at the date the counterparty renders service.

All equity-settled share-based payments are reflected in share-based payment reserve, unless exercised. Upon exercise, shares are issued from treasury and the amount reflected in sharebased payment reserve is credited to share capital, adjusted for any consideration paid.

12

VERITAS PHARMA INC. Notes to the Consolidated Financial Statements Years Ended April 30, 2021 and 2020 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (j) Provisions

Provisions for legal claims and obligations are recognized when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.

(k) Loss Per Share

Basic loss per share is computed using the weighted average number of common shares outstanding during the period. The treasury stock method is used for the calculation of diluted loss per share, whereby all “in the money” stock options and share purchase warrants are assumed to have been exercised at the beginning of the period and the proceeds from their exercise are assumed to have been used to purchase common shares at the average market price during the period. When a loss is incurred during the period, basic and diluted loss per share are the same as the exercise of stock options and share purchase warrants is considered to be anti-dilutive. As at April 30, 2021, the Company had 607,869 (2020 – 757,869) potentially dilutive shares outstanding.

(l) Comprehensive Loss

Comprehensive loss is the total non-owner change in equity for a reporting period. This change encompasses all changes in equity other than transactions from shareholders. For the years ended April 30, 2021 and 2020, the Company did not have any transactions impacting comprehensive income (loss).

(m) Accounting Standards Issued But Not Yet Effective

A number of new standards, and amendments to standards and interpretations, are not yet effective for the year ended April 30, 2021, and have not been early adopted in preparing these consolidated financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.

3. Property and Equipment

On November 28, 2019, the Company sold its land for gross proceeds of $350,000. A gain of $15,221 on the sale of land was recognized after deducting selling costs of $15,340.

4. Investment

On July 9, 2018, the Company issued 75,000 common shares with a fair value of $367,500 and paid $400,000 (US$300,000) to acquire 1,000 Class A voting common shares of 3 Carbon Extractions Inc. (“3 Carbon”), a private company.

The Company determined that the investment no longer fit into its business plan. The Company recorded an impairment of $392,500 on April 30, 2019 to bring the carrying value to its estimated fair value of $375,000.

On June 25, 2019, the Company entered into an agreement for the Company to sell the 1,000 Class A voting shares of 3 Carbon for $375,000. The amount was received on June 28, 2019.

5. Convertible Note Payable

On November 5, 2020, the Company issued a non-interest bearing convertible promissory note for principal of $85,000 to a former employee to settle a civil claim (Note 14). The convertible promissory note will automatically convert into common shares of the Company at a price equal to the greater of (i) the closing price of the Company’s shares on the Canadian Securities Exchange (“CSE”) on the Maturity Date (the first day on which the Company’s shares are reinstated for trading on the CSE), less the

13

VERITAS PHARMA INC. Notes to the Consolidated Financial Statements Years Ended April 30, 2021 and 2020 (Expressed in Canadian dollars)

5. Convertible Note Payable (continued)

maximum discount permitted by Policy 6 of the CSE; and (ii) $0.15. The Company must issue the shares to the former employee within 5 business days of the Maturity Date. At issuance, the Company recognized the host liability of the convertible note to be $54,347, and recorded accretion expense of $14,482 during the year ended April 30, 2021. The conversion feature of this instrument has been identified as an embedded derivative liability. Refer to Note 6.

6. Derivative Liability

On November 5, 2020, the Company issued a non-interest bearing convertible promissory note for principal of $85,000 (refer to Note 5). The debt instrument allows for an automatic conversion into common shares upon the Company’s shares being reinstated on the CSE.

The conversion feature of this instrument has been identified as an embedded derivative liability. The fair value of the derivative liability was calculated using the Black-Scholes model, with a volatility of 100%, discount rate of 0.18%, and expected life of 1 year, and recognized on the respective issuance date of the instrument, with any fair value gains (losses) recognized in the consolidated statement of operations and comprehensive. During the year ended April 30, 2021, the Company recognized the derivative liability at initial recognition of $30,653, and recorded a fair value gain of $8,536 during the year ended April 30, 2021.

7. Related Party Transactions

• (a) As at April 30, 2021, the Company owed $42,550 (2020 – $26,250) to a company controlled by a director of the Company, which is recorded in accounts payable and accrued liabilities. The amount is unsecured, non-interest bearing, and due on demand. During the year ended April 30, 2021, the Company incurred consulting fees of $60,000 (2020 – $57,903) to a company controlled by a director of the Company. During the year ended April 30, 2021, the Company settled $42,000 owing to this company by issuing shares. Note 8(a)

• (b) As at April 30, 2021, the Company owed $nil (2020 – $21,000) to a company controlled by a director of the Company, which is recorded in accounts payable and accrued liabilities. The amount is unsecured, non-interest bearing, and due on demand. During the year ended April 30, 2021, the Company incurred consulting fees of $40,000 (2020 – $20,000) to a company controlled by a director of the Company. Refer to Note 8(a) for debt settlement. During the year ended April 30, 2021, the Company settled $31,750 owing to this company by issuing shares. Note 8(a)

• (c) As at April 30, 2021, the Company owed $42,000 (2020 – $10,500) to a company controlled by the Chief Executive Officer of the Company, which is recorded in accounts payable and accrued liabilities. The amount is unsecured, non-interest bearing, and due on demand. During the year ended April 30, 2021, the Company incurred consulting fees of $120,000 (2020 – $85,000) to a company controlled by the Chief Executive Officer of the Company. During the year ended April 30, 2021, the Company settled $21,000 owing to this company by issuing shares. Note 8(a)

• (d) As at April 30, 2021, the Company owed $575,841 (2020 - $318,420) to a company where a director of the Company is a director. The amount is unsecured, non-interest bearing, and due on demand. Refer to Note 8(c) for debt settlement.

• (e) As at April 30, 2021, the Company owed $47,006 (2020 - $47,006) to a former director of Sechelt. The amount is unsecured, non-interest bearing, and due on demand.

• (f) During the year ended April 30, 2020, the Company granted 1,207,869 stock options with a fair value of $765,749 to officers and directors of the Company.

14

VERITAS PHARMA INC. Notes to the Consolidated Financial Statements Years Ended April 30, 2021 and 2020 (Expressed in Canadian dollars)

8. Share Capital

Authorized: Unlimited number of common shares without par value

Share transactions for the year ended April 30, 2021:

• (a) On August 5, 2020, the Company issued a total of 631,667 common shares with a fair value of $183,184 to settle debt of $21,000 owing to the Chief Executive Officer of the Company, $31,750 owing to a director of the Company, and $42,000 owing to a company controlled by a director of the Company, resulting in a loss on debt settlements of $88,434.

Share transactions for the year ended April 30, 2020:

• (b) On March 9, 2020, the Company issued 136,957 common shares with a fair value of $32,869 to settle debt owing to a company controlled by the Chief Executive Officer of the Company. This resulted in a loss on settlement of debt of $1,369.

• (c) On April 8, 2020, the Company issued 1,500,000 common shares with a fair value of $570,000 to settle debt of $540,000 owing to a company where a director of the Company is a director. This resulted in a loss on settlement of debt of $30,000.

9. Share Purchase Warrants

The following table summarizes the continuity of share purchase warrants:

				Weighted
				average
				exercise
			Number of	price
			warrants	$
Balance, April	30,	2019	600,000	9.58
Expired			(450,000)	8.12
Balance, April	30,	2020	150,000	14.00
Expired			(150,000)	14.00
Balance,April	30,	2021	–	–

15

VERITAS PHARMA INC. Notes to the Consolidated Financial Statements Years Ended April 30, 2021 and 2020 (Expressed in Canadian dollars)

10. Stock Options

The Company has adopted a stock option plan pursuant to which options may be granted to directors, officers, employees, and consultants of the Company to a maximum of 10% of the issued and outstanding common shares. The exercise price of each option is set by the Board of Directors at the time of grant subject to a minimum price of $0.10 per share but cannot be less than the market price (less permissible discounts) on the CSE. Options can have a maximum term of five years and typically terminate ninety days following the termination of the optionee’s employment or engagement (thirty days for options granted for investor relations services), except in the case of retirement or death. Vesting of options is at the discretion of the Board of Directors at the time the options are granted.

The following table summarizes the continuity of the Company’s stock options:

		Weighted
		average
		exercise
	Number of	price
	stock options	$
Outstanding, April 30, 2019	250,000	4.30
Granted	1,207,869	0.66
Expired/cancelled	(850,000)	1.98
Outstanding,April 30,2020 and 2021	607,869	0.30

Additional information regarding stock options outstanding as at April 30, 2021, is as follows:

Range of exercise prices $	Outstanding and exercisable
	Number of stock options Weighted average remaining contractual life (years) Weighted average exercise price $
0.30	607,869 4.0 0.30

The fair value for stock options granted have been estimated using the Black-Scholes option pricing model assuming no expected dividends or forfeitures and the following weighted average assumptions:

	2021	2020
Risk-free interest rate	–	1.04%
Expected life (in years)	–	5.0
Expected volatility	–	168%

The total fair value of stock options vested during the year ended April 30, 2020 was $765,733 which was recorded as share-based payment reserve and charged to operations. The weighted average grant date fair value of stock options granted during the year ended April 30, 2020 was $0.64 per option.

16

VERITAS PHARMA INC. Notes to the Consolidated Financial Statements Years Ended April 30, 2021 and 2020 (Expressed in Canadian dollars)

11. Capital Management

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of cash and equity comprised of issued share capital, share-based payment reserve, and warrant reserve.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under the specific circumstances.

The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the year ended April 30, 2020.

12. Financial Instruments and Risk Management

• (a) Fair Values

Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:

• Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and,

• Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair values of financial instruments, which include cash, accounts payable and accrued liabilities, convertible note payable, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.

• (b) Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. The carrying amount of financial assets represents the maximum credit exposure.

(c) Foreign Exchange Rate Risk

Foreign exchange risk is the risk that the Company’s financial instruments will fluctuate in value as a result of movements in foreign exchange rates. Foreign exchange risk arises from purchase transactions. As at April 30, 2021 and 2020, the Company is not exposed to significant currency risk as it did not have material assets or liabilities held in currencies other than its functional currencies.

• (d) Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk as it does not have any liabilities with variable rates.

(e) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising debt or equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

17

VERITAS PHARMA INC. Notes to the Consolidated Financial Statements Years Ended April 30, 2021 and 2020 (Expressed in Canadian dollars)

13. Proposed Business Acquisition

On September 4, 2020, the Company entered into an agreement to acquire (“HempCo”). The Company will acquire 100% of the issued and outstanding shares of HempCo for aggregate consideration of $28,000,000 to be provided in common shares of the Company, at a deemed price per share equal to the closing price on the Canadian Securities Exchange (“CSE”) on the day prior to closing. Prior to closing, the Company is to consolidate its common shares on a 1-for-2 basis.

On April 29, 2021, the acquisition agreement was approved by the shareholders of the Company. The closing of the acquisition is subject to regulatory and CSE approval. Refer to Note 16(d).

14. Contingencies

• (a) On June 25, 2018, the Company advanced $1,000,000 to Liht Cannabis Corp. (formerly Marapharm Ventures Inc.) (“Liht”), which was supposed to bear interest at 10% per annum compounded daily, was to be repayable within 90 days, and was to be secured by certain assets of Liht, but the agreement was not executed. The Company and Liht had common officers and directors at the time of the advance. During the year ended April 30, 2019, the Company recorded this as an unauthorized payment in the consolidated statement of operations and comprehensive loss. On February 28, 2019, the Company filed a civil claim against Liht for the recovery of the $1,000,000 advance plus interest. The interest payable on the advance was to be 10% per annum compounded daily from June 25, 2018 through and including the date on which it was repaid in full. The advance was to be repayable within 90 days and secured by certain assets of Liht. The Company alleges that, even though the Company had advanced Liht $1,000,000, Liht had refused to execute the loan agreement and has taken no steps to perfect the security of the advance. On August 28, 2018, the Company made a demand for the return of the $1,000,000 and again on January 14, 2019 together with interest accrued totalling of $1,055,068 on or before January 21, 2019. Liht has refused to return any portion of the $1,000,000 and any interest or deliver any consideration for the advance. The civil claim is ongoing and the Company believes that the advance to Liht will be recovered, but the outcome cannot be reasonably determined at this time.

• (b) On June 26, 2019, the Company filed a civil claim against its former management for the breach of their fiduciary duty and duty of care to the Company with respect to the advance made to Liht. This resulted in a loss and damage to the Company. The civil claim is ongoing and the amount of any damages recoverable cannot be reasonable determined or estimated at this time.

• (c) On May 14, 2020, a civil claim was filed against the Company by a former employee. The former employee is claiming $114,061 in relief as follows: $31,500 in damages for breach of contract. $31,500 in damages for outstanding wages, $1,061 in damages for outstanding business expenses, and $50,000 in damages for the breach of common law duty to perform contract obligations honestly and in good faith. The Company initially recorded $63,873 in the accounts payable and accrued liabilities for previous services rendered, outstanding business expenses, and damages for breach of contract. On October 28, 2020, the Company and the former employee agreed that the Company will pay the former employee a sum of $85,000 through the issuance of a convertible promissory note. The promissory note is non-interest bearing and will automatically convert into common shares of the Company at a price equal to the greater of (i) the closing price of the Company’s shares on the Canadian Securities Exchange (“CSE”) on the Maturity Date (the first day on which the Company’s shares are reinstated for trading on the CSE), less the maximum discount permitted by Policy 6 of the CSE; and (ii) $0.15. The Company must issue the shares to the former employee within 5 business days of the Maturity Date. The settlement fee of $14,093 is recorded in the statement of operations.

18

VERITAS PHARMA INC. Notes to the Consolidated Financial Statements Years Ended April 30, 2021 and 2020 (Expressed in Canadian dollars)

15. Income Taxes

The following table reconciles the expected income tax expense (recovery) at the Canadian statutory income tax rates to the amounts recognized in the consolidated statements of operations and comprehensive loss for the years ended April 30, 2021 and 2020.

	2021	2020
	$	$
Net loss before tax	(602,146)	(1,782,488)
Statutory tax rate	27%	27%
Expected income tax recovery	(162,580)	(481,272)
Tax effect of:
Permanent differences and other	–	206,752
True up of prior year differences	9,746	525,028
Change in unrecognized deferred income tax assets	152,834	(250,508)
Income taxprovision	–	–

The significant components of deferred income tax assets and liabilities as at April 30, 2021 and 2020 are as follows:

	2021	2020
	$	$
Deferred income tax assets
Non-capital losses carried forward	5,315,644	5,153,296
Capital losses carried forward	84,920	84,920
Investments	731,250	731,250
Investment tax credits carried forward	48,214	48,214
Share issuance costs	4,076	13,590
Unrecognized deferred income tax assets	(6,184,104)	(6,031,270)
Net deferred income tax asset	–	–

As at April 30, 2021, the Company has not recognized a deferred tax asset in respect of non-capital - loss carryforwards of $19,687,571 (2020 $19,086,282) which may be carried forward to apply against future income for Canadian income tax purposes, subject to the final determination by taxation authorities, expiring in the following years:

ears:
	$
2034	33,611
2035	572,339
2036	954,814
2037	2,598,810
2038	9,822,420
2039	4,002,821
2040	1,101,467
2041	601,289
	19,687,571

19

VERITAS PHARMA INC. Notes to the Consolidated Financial Statements Years Ended April 30, 2021 and 2020 (Expressed in Canadian dollars)

16. Subsequent Events

• (a) On May 1, 2021, the Company entered into an agreement with a company controlled by the Chief Executive Officer of the Company whereby the Company agreed to pay $20,000 per month for a period of one year. The agreement can be terminated by either party by providing a minimum of 90 days’ written notice.

• (b) On May 1, 2021, the Company entered into an agreement with Chairman of the Board of Directors of the Company whereby the Company agreed to pay consulting fees of $20,000 per month for a period of one year. The agreement will automatically renew for successive one year terms until and unless either party provides to the other written notice of its desire not to automatically renew this agreement. The agreement can be terminated by either party by providing a minimum of 30 days’ written notice.

• (c) On June 21, 2021, the Company entered into four debt postponement agreements whereby the debtors agreed to postpone the obligation of the Company to repay accounts payable totaling $124,250 and related party payables totaling $309,475 until June 30, 2023.

• (d) On June 29, 2021, the Company entered into an agreement to transfer its 250 common shares of 1182372 B.C. Ltd. for consideration of $100,000.

• (e) On September 1, 2021, the Company received conditional approval of the CSE in respect to its business combination with HempCo. Effective September 1, 2021, the Company consolidated its common shares on a 1-for-2 basis. All share amounts have been retroactively restated for all periods presented.

• (f) Subsequent to April 30, 2021, the Company received loan proceeds of $500,000 which is noninterest bearing, unsecured, and due on demand. On June 4, 2021, the Company advanced the $500,000 to HempCo.

20

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VERITAS PHARMA INC.

Consolidated Financial Statements Years Ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

Independent Auditor's Report

To the Shareholders of Veritas Pharma Inc.:

Opinion

We have audited the consolidated financial statements of Veritas Pharma Inc. and its subsidiaries (the "Company"), which comprise the consolidated statement of financial position as at April 30, 2020, and the consolidated statements of operations and comprehensive loss, changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at April 30, 2020, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that during the year ended April 30, 2020, the Company did not generate any revenues and had a net loss of $1,782,488. As at April 30, 2020, the Company had a working capital deficit of $875,047 and an accumulated deficit of $32,384,008. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Matter

The consolidated financial statements of the Company for the year ended April 30, 2019 were audited by another auditor who expressed an unmodified opinion on those statements on May 13, 2020.

Other Information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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Suite 2200, MNP Tower, 1021 West Hastings Street, Vancouver, British Columbia, V6E 0C3, Phone: (604) 685 8408, 1 (877) 688 8408

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Jian-Kun Xu.

Vancouver, British Columbia August 28, 2020

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Chartered Professional Accountants

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VERITAS PHARMA INC.

Consolidated statements of financial position (Expressed in Canadian dollars)

April 30, 2020 $	April 30, 2019 $
Assets Current assets Cash 8,891 Amounts receivable 249 Prepaid expenses 5,969	19,996 43,519 –
Total current assets 15,109	63,515
Non-current assets Property and equipment (Note 4) – Investments (Note 7) –	319,439 375,000
Total non-current assets –	694,439
Total assets 15,109	757,954
Liabilities Current liabilities Accounts payable and accrued liabilities (Note 9) 524,729 Advance payable (Note 8) – Due to related parties (Note 9) 365,427	416,923 180,000 622,208
Total liabilities 890,156	1,219,131
Shareholders’ deficit Share capital 29,381,213 Share-based payment reserve 1,443,613 Warrant reserve 684,135 Deficit (32,384,008)	28,778,344 677,864 684,135 (30,601,520)
Total shareholders’deficit (875,047)	(461,177)
Total liabilities and shareholders’ deficit 15,109	757,954

Nature of operations and going concern (Note 1) Contingencies (Note 15) Subsequent events (Note 18)

Approved and authorized for issuance on behalf of the Board of Directors on August 28, 2020:

/s/ Lorne Mark Roseborough Lorne Mark Roseborough, Director	/s/ Nick Standish
	Nick Standish, Director

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

3

VERITAS PHARMA INC.

Consolidated statements of operations and comprehensive loss (Expressed in Canadian dollars)

	Year ended	Year ended
	April 30,	April 30,
	2020	2019
	$	$
Expenses
Consulting fees (Note 9)	278,758	1,345,638
Depreciation	–	10,492
Investor relations	–	121,362
Office and miscellaneous	20,266	90,971
Professional fees	294,272	236,227
Rent	150,300	160,766
Research and development	–	148,946
Share-based compensation (Note 12)	765,749	464,126
Transfer agent and filing fees	20,912	31,257
Travel and promotion	4,952	63,203
Wages and benefits	197,596	566,289
Total expenses	1,732,805	3,239,277
Loss before other income (expense)	(1,732,805)	(3,239,277)
Other income (expense)
Gain on sale of property and equipment (Note 4)	15,221	–
Impairment of investments (Note 7)	–	(5,809,166)
Impairment of intangible asset (Note 6)	–	(1,580,000)
Impairment of loan receivable (Note 5)	–	(214,580)
Impairment of property and equipment (Note 4)	–	(66,517)
Loss on settlement of debt (Note 10)	(31,369)	–
Unauthorized payment (Note 3)	–	(1,000,000)
Write-off of accounts payable	–	10,750
Write off of amounts receivable	(33,535)	–
Total other income (expense)	(49,683)	(8,659,513)
Net loss and comprehensive loss for theyear	(1,782,488)	(11,898,790)
Net lossper share,basic and diluted	(0.14)	(1.32)
Weighted average shares outstanding	12,386,213	9,021,235

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

4

VERITAS PHARMA INC.

Statements of changes in equity (Expressed in Canadian dollars)

	Share-based Share Total Share capital payment Warrant subscriptions shareholders’ Number of shares Amount $ reserve $ reserve $ receivable $ Deficit $ equity (deficit) $
Balance, April 30, 2018 Shares issued pursuant to private placements Share subscriptions received Shares issued pursuant to acquisition of 3 Carbon Extractions Inc. Shares issued pursuant to acquisition of Indigenous Bloom Shares issued for services Shares issued for exercise of stock options Cancellation of shares Fair value of stock options vested Netlossforthe year	6,929,680 22,395,823 231,197 684,135 (194,500) (18,702,730) 4,413,925 713,158 1,460,000 – – – – 1,460,000 – – – – 147,500 – 147,500 150,000 367,500 – – – – 367,500 4,166,666 4,166,666 – – – – 4,166,666 157,894 307,896 – – – – 307,896 50,000 149,309 (39,309) – – – 110,000 (10,000) (68,850) 21,850 – 47,000 – – – – 464,126 – – – 464,126 – – – – – (11,898,790) (11,898,790)
Balance, April 30, 2019 Shares issued for settlement of debt Fair value of stock options vested Net loss for the year	12,157,398 28,778,344 677,864 684,135 – (30,601,520) (461,177) 3,273,913 602,869 – – – – 602,869 – – 765,749 – – – 765,749 – – – – – (1,782,488) (1,782,488)
Balance, April 30, 2020	15,431,311 29,381,213 1,443,613 684,135 – (32,384,008) (875,047)

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

5

VERITAS PHARMA INC. Consolidated statements of cash flows (Expressed in Canadian dollars)

VERITAS PHARMA INC. Consolidated statements of cash flows (Expressed in Canadian dollars)
	Year ended	Year ended
	April 30,	April 30,
	2020	2019
	$	$
Operating activities
Net loss for the year	(1,782,488)	(11,898,790)
Items not involving cash:
Depreciation	–	10,492
Gain on sale of property and equipment	(15,221)	–
Impairment of intangible asset	–	1,580,000
Impairment of investments	–	5,809,166
Impairment of loans receivable	–	214,580
Impairment of property and equipment	–	66,517
Loss on settlement of debt	31,369	–
Shares issued for services	–	307,896
Share-based compensation	765,749	464,126
Write off of amounts receivable	33,535	–
Changes in non-cash operating working capital:
Amounts receivable	9,735	(142,873)
Prepaid expenses and deposits	(5,969)	427,110
Accounts payable and accrued liabilities	139,306	212,114
Due to/from relatedparties	212,519	704,730
Net cash used in operatingactivities	(611,405)	(2,244,932)
Investing activities
Cash paid for acquisition of 3 Carbon Extractions Inc.	–	(400,000)
Proceeds received from disposition of 3 Carbon Extractions Inc.
investment	375,000	–
Cash paid for acquisition of 1182372 B.C. Ltd.	–	(1,250,000)
(Repayment of) Cash acquired from advance payable	(180,000)	180,000
Loan to Springbank Capital Partners, LLC	–	(108,561)
Proceeds received from sale of property and equipment	334,660	–
Purchase ofpropertyand equipment	–	(30,507)
Net cashprovided by (used in)investingactivities	529,660	(1,609,068)
Financing activities
Advances from related party	70,700	–
Proceeds from issuance of shares and share subscriptions received	–	1,607,500
Proceeds from issuance of options	–	110,000
Net cashprovided byfinancingactivities	70,700	1,717,500
Change in cash	(11,105)	(2,136,500)
Cash,beginningofyear	19,996	2,156,496
Cash, end ofyear	8,891	19,996

Supplement cash flow information (Note 17)

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

6

VERITAS PHARMA INC. Notes to the consolidated financial statements Years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

1. Nature of Operations and Going Concern

Veritas Pharma Inc. (the “Company”) was incorporated on May 14, 2014 under the Business Corporations Act of British Columbia as Seashore Organic Marijuana Corp. for the purpose of completing the Plan of Arrangement between Noor Energy Corporation and Sechelt Organic Marijuana Corp. which was completed on August 7, 2014. On September 22, 2014, the Company changed its name from Seashore Organic Marijuana Corp. to Seashore Organic Medicine Inc. and had intentions to become a producer and distributor of medical marijuana in Canada. On December 29, 2015, the Company’s name was changed to Veritas Pharma Inc., and its trading symbol was changed to “VRT”. Its current focus is to develop the most effective proprietary cannabis strains for specific disease conditions. The Company’s head office is located at Suite 3200, 650 West Georgia Street, Vancouver, BC.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company is not currently determinable, but management continues to monitor the situation.

These consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. During the year ended April 30, 2020, the Company did not generate any revenues and has a net loss of $1,782,488. As at April 30, 2020, has a working capital deficit of $875,047 and has an accumulated deficit of $32,384,008. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Significant Accounting Policies

(a) Basis of Presentation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) in effect as at May 1, 2019.

These consolidated financial statements include the accounts of the Company and its 100% owned subsidiaries, Sechelt Organic Marijuana Corp. (“Sechelt”), Cannevert Therapeutics Ltd. (“CTL”), and Veritas Hemp Corp. All significant inter-company balances and transactions have been eliminated on consolidation.

These consolidated financial statements have been prepared on a historical cost basis and are presented in Canadian dollars, which is also the Company’s functional currency.

7

VERITAS PHARMA INC. Notes to the consolidated financial statements Years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (b) Application of New IFRS

IFRS 16, Leases

On May 1, 2019, the Company adopted IFRS 16 – Leases (“IFRS 16”) which replaced IAS 17 – Leases and IFRIC 4 – Determining Whether an Arrangement Contains a Lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases. The standard is effective for annual periods beginning on or after January 1, 2019. IFRS 16 eliminates the classification of leases as either operating leases or finance leases for a lessee. Instead, all leases are treated in a similar way to finance leases applied in IAS 17. IFRS 16 does not require a lessee to recognize assets and liabilities for short-term leases (i.e. leases of 12 months or less), leases with certain variable lease payments, and leases of low-value assets.

The Company adopted IFRS 16 effective May 1, 2019, using the modified retrospective method, with no significant impact on the Company's consolidated financial statements.

IFRS 9, Financial Instruments (Amendment)

On October 2017, the IASB issued amendments to IFRS 9 Financial Instruments to address the classification of certain prepayable financial assets.

The amendments clarify that a financial asset that would otherwise have contractual cash flows that are solely payments of principal and interest but do not meet that condition only as a result of a prepayment feature with negative compensation may be eligible to be measured at either amortized cost or fair value through other comprehensive income. This classification is subject to the assessment of the business model in which the particular financial asset is held as well as consideration of whether certain eligibility conditions are met. The Company adopted IFRS 9 (amendment) on May 1, 2019 with no significant impact on the Company’s consolidated financial statements.

IFRIC 23, Uncertainty over Income Tax Treatments

In June 2017, IASB issued a new International Financial Reporting Interpretations Committee (“IFRIC”) interpretation, incorporated into Part I of the CPA Canada Handbook – Accounting by the Accounting Standards Board (“AcSB”) in September 2017, to specify how to reflect the effects of uncertainty in accounting for income taxes. IAS 12 Income Taxes provides requirements on the recognition and measurement of current or deferred income tax liabilities and assets. However, it does not provide a specific requirement for the accounting for income tax when the application of tax law to a particular transaction or circumstance is uncertain. As a result, the interpretation aims to reduce the diversity in how entities recognise and measure a tax liability or tax asset when there is uncertainty over income tax treatments. The Company adopted IFRIC 23 on May 1, 2019 with no significant impact on the Company’s consolidated financial statements.

• (c) Use of Estimates and Judgments

The preparation of these consolidated financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates, and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, revenues, and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.

Significant areas requiring the use of estimates include recoverability of loans receivable, impairment of investments, recognition and measurement of provisions: key assumptions about the likelihood and magnitude of an outflow of resources, fair value of share-based compensation, and unrecognized deferred income tax assets.

8

VERITAS PHARMA INC. Notes to the consolidated financial statements Years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (c) Use of Estimates and Judgments (continued)

Recoverability of Loans Receivable

The recoverability of loans receivable is assessed by management at the reporting date by applying expected credit loss impairment model. The model reflects historical loss experiences, facts and circumstances that have existed during the period, informed credit assessment, and consideration of forward-looking information. If actual credit losses differ from estimates, future earnings would be affected.

Impairment of Investments

The Company reviews and assesses the carrying amount of investments for indicators of impairment when facts or circumstances suggest that the carrying amount is not recoverable. Determination of carrying amount is subject to estimates and assumptions about the underlying data. Changes to these estimates may affect value of investment and the impairment recognized.

Current and Deferred Income Taxes

The determination of income tax expense and the composition of deferred income tax assets and liabilities involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred income tax assets and liabilities, and interpretations of tax laws. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these interpretation, judgments and estimates may materially affect the final amount of current and deferred income tax provisions, deferred income tax assets and liabilities, and results of operations.

Share-based Compensation

Fair values are determined using the Black-Scholes option pricing model. Estimating fair value requires determining the most appropriate valuation model for a grant of equity instruments, which is dependent on the terms and conditions of the grant. Option-pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates and, therefore, existing models do not necessarily provide reliable measurement of the fair value of the Company’s stock options.

Provisions and Contingent Liabilities

Provisions are accrued for liabilities with uncertain timing or amounts, if, in the opinion of management, it is both likely that a future event will confirm that a liability had been incurred at the date of the consolidated financial statements and the amount can be reasonably estimated. Where it is not possible to determine whether such a liability has occurred, or to reasonably estimate the amount of loss until the performance of some future event, no accrual is made until that time and a disclosure of contingent liability is made unless the possibility of settlement is remote. Management has applied significant judgments in assessing the possibility of any outflow in settlement based on factors and situations known to management at the time of preparing these consolidated financial statements. Actual results may differ. Please refer to Note 15 for details.

9

VERITAS PHARMA INC. Notes to the consolidated financial statements Years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (c) Use of Estimates and Judgments (continued)

Significant Judgment

The critical judgments that the Company’s management has made in the process of applying the Company’s accounting policies that have the most significant effect on the amounts recognized in the Company’s consolidated financial statements are as follows:

Going concern

Management has applied judgments in the assessment of the Company’s ability to continue as a going concern when preparing its consolidated financial statements for the year ended April 30, 2020. Management prepares the consolidated financial statements on a going concern basis unless management either intends to liquidate the entity or to cease trading, or has no realistic alternative but to do so. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Management considered a wide range of factors relating to current and expected profitability, debt repayment schedules and potential sources of replacement financing. As a result of the assessment, management concluded there is a significant doubt as to the ability of the Company to meet its obligations as they fall due and, accordingly, the ultimate appropriateness of the use of accounting principles applicable to a going concern.

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but is not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company’s ability to continue as a going concern.

• (d) Cash

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance, are readily convertible to known amounts of cash, and which are subject to insignificant risk of changes in value to be cash equivalents. As of April 30, 2020, the Company does not have any cash equivalents.

• (e) Property and Equipment

Property and equipment is recorded at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following rates:

Computer equipment 2 year straight-line Computer software 1 year straight-line Lab equipment 5 years straight-line

Residual values and useful economic lives are reviewed at least annually, and adjusted if appropriate, at each reporting date. Subsequent expenditure relating to an item of property and equipment is capitalized when it is probable that future economic benefits from the use of the assets will be increased. All other subsequent expenditures are recognized as repairs and maintenance expenses during the period in which they are incurred. Gains and losses on disposal of equipment are determined by comparing the proceeds from disposal with the carrying amount of the asset and are recognized net within other income in the consolidated statement of operations.

10

VERITAS PHARMA INC. Notes to the consolidated financial statements Years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (f) Impairment of Non-Financial Assets

At each reporting date, the Company assesses whether there are indicators of impairment for its non-financial assets. If indicators exist, the Company determines if the recoverable amount of the asset or cash generating unit (”CGU”) is greater than its carrying amount. A CGU is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows of other assets or groups of assets. The Company has used geographical proximity, geological similarities, analysis of shared infrastructure, commodity type, assessment of exposure to market risks, and materiality to define its CGUs.

If the carrying amount exceeds the recoverable amount, the asset or CGU is recorded at its recoverable amount with the reduction recognized in the consolidated statement of operations. The recoverable amount is the greater of the value in use or fair value less costs to sell. Fair value is the amount the asset could be sold for in an arm’s length transaction. The value in use is the present value of the estimated future cash flows of the asset from its continued use. The fair value less costs to sell considers the continued development of a property and market transactions in a valuation model.

Impairments are reversed in subsequent periods when there has been an increase in the recoverable amount of a previously impaired asset or CGU and these reversals are recognized in the consolidated statement of operations. The recovery is limited to the original carrying amount less depreciation, if any, that would have been recorded had the asset not been impaired.

Intangible asset with indefinite useful lives are not amortized but are tested for impairment annually, either individually or at the CGU level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

• (g) Financial Instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the respective instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are included in the initial carrying value of the related instrument and are amortized using the effective interest method. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in the consolidated statement of operations.

Fair value estimates are made at the consolidated statement of financial position date based on relevant market information and information about the financial instrument. All financial instruments are classified into either: fair value through profit or loss (“FVTPL”) or amortized cost. The Company has made the following classifications:

Cash	Amortized cost
Accounts payable and accrued liabilities	Amortized cost
Advance payable	Amortized cost
Due to related parties	Amortized cost

The classification of financial assets depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

11

VERITAS PHARMA INC. Notes to the consolidated financial statements Years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (g) Financial Instruments (continued)

Financial assets at FVTPL

Financial assets are classified as FVTPL when the financial asset is either held for trading or it is designated as FVTPL. A financial asset is classified as held for trading if:

• it has been acquired principally for the purpose of selling it in the near term; or

• on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

Financial assets at amortized cost

Financial assets at amortized cost are non-derivative financial assets which are held within a business model whose objective is to hold assets to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition. Subsequent to initial recognition, financial assets are measured at amortized cost using the effective interest method, less any impairment.

Subsequent to initial recognition, financial liabilities are measured at amortized cost, unless designated as fair value through profit or loss. The Company’s accounts payable and accrued liabilities, loan payable, and amounts due to related parties are measured at amortized cost.

Impairment of Financial Assets

Financial assets, other than those classified as FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been decreased.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account.

When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are offset against the allowance account. Changes in the carrying amount of the allowance account are recognized in the consolidated statement of operations. Loss allowances are based on the lifetime ECL’s that result from all possible default events over the expected life of the trade receivable, using the simplified approach.

For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through the consolidated statement of operations to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

• (h) Financial Liabilities and Equity Instruments

Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

12

VERITAS PHARMA INC. Notes to the consolidated financial statements Years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (h) Financial Liabilities and Equity Instruments (continued)

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized as the proceeds received, net of direct issue costs.

Other financial liabilities

Other financial liabilities (including loans and borrowings and trade payables and other liabilities) are initially measured at fair value, net of transaction costs. Subsequently, other financial liabilities are measured at amortized cost using the effective interest method.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

• (i) Foreign Currency Translation

The functional and presentation currency is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange in effect at the statement of financial position date. Non-monetary items are translated using the historical rate on the date of the transaction. Revenue and expenses are translated at average rates for the periods. Foreign exchange gains and losses are included in the consolidated statement of operations and comprehensive loss.

• (j) Income Taxes

Current income tax

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in the consolidated statement of operations. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income tax

Deferred income tax is provided using the statement of financial position method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

13

VERITAS PHARMA INC. Notes to the consolidated financial statements Years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (k) Provisions

Provisions for legal claims and obligations are recognized when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.

(l) Share-based Payments

The grant date fair value of share-based payment awards granted to employees is recognized as stock-based compensation expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

Where equity instruments are granted to parties other than employees, they are recorded by reference to the fair value of the services received. If the fair value of the services received cannot be reliably estimated, the Company measures the services received by reference to the fair value of the equity instruments granted, measured at the date the counterparty renders service.

All equity-settled share-based payments are reflected in share-based payment reserve, unless exercised. Upon exercise, shares are issued from treasury and the amount reflected in sharebased payment reserve is credited to share capital, adjusted for any consideration paid.

(m) Loss Per Share

Basic loss per share is computed using the weighted average number of common shares outstanding during the period. The treasury stock method is used for the calculation of diluted loss per share, whereby all “in the money” stock options and share purchase warrants are assumed to have been exercised at the beginning of the period and the proceeds from their exercise are assumed to have been used to purchase common shares at the average market price during the period. When a loss is incurred during the period, basic and diluted loss per share are the same as the exercise of stock options and share purchase warrants is considered to be anti-dilutive. As at April 30, 2020, the Company had 1,565,738 (2019 – 1,700,000) potentially dilutive shares outstanding.

(n) Comprehensive Loss

Comprehensive loss is the total non-owner change in equity for a reporting period. This change encompasses all changes in equity other than transactions from shareholders. For the years ended April 30, 2020 and 2019, the Company did not have any transactions impacting comprehensive income (loss).

(o) Accounting Standards Issued But Not Yet Effective

A number of new standards, and amendments to standards and interpretations, are not yet effective for the year ended April 30, 2020, and have not been early adopted in preparing these consolidated financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.

14

VERITAS PHARMA INC. Notes to the consolidated financial statements Years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

3. Advance to Liht Cannabis Corp.

On June 25, 2018, the Company advanced $1,000,000 to Liht Cannabis Corp. (formerly Marapharm Ventures Inc.) (“Liht”), which was supposed to bear interest at 10% per annum compounded daily, was to be repayable within 90 days, and was to be secured by certain assets of Liht, but the agreement was not executed. The Company and Liht had common officers and directors at the time of the advance. During the year ended April 30, 2019, the Company recorded this as an unauthorized payment in the consolidated statement of operations and comprehensive loss. The Company has filed a civil claim against Liht, refer to Note 15 (a).

4. Property and Equipment

Property and Equipment
	Computer	Computer	Lab
	hardware	software	equipment	Land	Total
	$	$	$	$	$
Cost:
Balance, April 30, 2018	3,471	4,810	58,237	319,439	385,957
Additions	–	–	30,507	–	30,507
Impairment	(3,471)	(4,810)	(88,744)	–	(97,025)
Balance, April 30, 2019	–	–	–	319,439	319,439
Disposals	–	–	–	(319,439)	(319,439)
Balance,April 30,2020	–	–	–	–	–
Accumulated depreciation:
Balance, April 30, 2018	2,120	3,099	14,797	–	20,016
Additions	–	–	10,492	–	10,492
Impairment	(2,120)	(3,099)	(25,289)	–	(30,508)
Balance,April 30,2019 and 2020	–	–	–	–	–
Carrying amounts:
As at April 30,2019	–	–	–	319,439	319,439
As at April 30,2020	–	–	–	–	–

On November 28, 2019, the Company sold its land for gross proceeds of $350,000. A gain of $15,221 on the sale of land was recognized after deducting selling costs of $15,340.

15

VERITAS PHARMA INC. Notes to the consolidated financial statements Years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

5. Loans Receivable

• (a) During the year ended April 30, 2019, the Company recorded an impairment of $108,561 (US$81,785) owed from an unrelated party due to the uncertainty of collectability.

• (b) During the year ended April 30, 2019, the Company recorded an impairment of $19,460 owed from a company controlled by the former Chief Financial Officer of the Company due to the uncertainty of collectability.

• (c) During the year ended April 30, 2019, the Company recorded an impairment of $5,313 owed from a company controlled by a former director of the Company due to the uncertainty of collectability.

• (d) During the year ended April 30, 2019, the Company recorded an impairment of $23,352 owed from a company which had common officers and directors due to the uncertainty of collectability.

• (e) During the year ended April 30, 2019, the Company recorded an impairment of $57,894 owed from a company which had common officers and directors due to the uncertainty of collectability.

6. Intangible Asset

Intangible asset consists of intellectual property relating to the development and assessment of specific cannabis cultivars that are selective in action on specific medical disorders with a fair value of $1,580,000 acquired from Cannevert Therapeutics Ltd. as part of the acquisition. The fair value of the intangible asset was determined using an independent valuator. As at April 30, 2019, CTL was conducting clinical trials testing of one of its compounds. It was not determinable if the results of the trials would be successful or if the compound could be sold to a third party. Based on these factors, the Company recorded an impairment of $1,580,000 as at April 30, 2019.

7. Investments

• (a) On July 9, 2018, the Company issued 150,000 common shares with a fair value of $367,500 and paid $400,000 (US$300,000) to acquire 1,000 Class A voting common shares of 3 Carbon Extractions Inc. (“3 Carbon”), a private company.

The Company determined that the investment no longer fit into its business plan. The Company recorded an impairment of $392,500 on April 30, 2019 to bring the carrying value to its estimated fair value of $375,000.

On June 25, 2019, the Company entered into an agreement for the Company to sell the 1,000 Class A voting shares of 3 Carbon for $375,000. The amount was received on June 28, 2019.

• (b) On October 17, 2018, the Company entered into a purchase agreement with 1182372 B.C. Ltd. (“1182372”) to acquire a 25% interest in 1182372 for $1,250,000. 1182372 is a private company which is building a marijuana growing facility and applying for a marijuana licence.

As at April 30, 2019, 1182372 was experiencing significant cash funding problems which creates significant doubt that the growing facility will be completed which is needed to obtain a marijuana licence. As a result, the Company recorded an impairment of $1,250,000 as at April 30, 2019.

• (c) In December 2018, the Company entered into share purchase agreements with three shareholders of Indigenous Bloom Corp. (“IB”) to purchase an aggregate 2,000,000 common shares of IB in exchange for 4,166,666 common shares of the Company with a fair value of $4,166,666. As at April 30, 2019, this represents an approximately 3.5% interest in IB, which is a private company with a marijuana licence application.

Legislated changes introduced in February 2019 created a lot of uncertainty in the licence process. This added uncertainty impacted the cash funding problems that IB was already experiencing as it relates to its licence application. As a result, the Company recorded an impairment of $4,166,666 as at April 30, 2019.

16

VERITAS PHARMA INC. Notes to the consolidated financial statements Years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

8. Advance Payable

On September 26, 2018, the Company entered into a share purchase agreement with Leis Industries Limited (“Leis”) whereby Leis is to purchase 100% of the outstanding common shares of Sechelt for $350,000.

As at April 30, 2019, the Company has received $180,000 from Leis.

On November 28, 2019, the Company entered into a settlement agreement with Leis and repaid the $180,000 advance payable to Leis.

9. Related Party Transactions

• (a) As at April 30, 2020, the Company owed $26,250 (2019 – $nil) to a company controlled by a director of the Company, which is recorded in accounts payable and accrued liabilities. The amount is unsecured, non-interest bearing, and due on demand. During the year ended April 30, 2020, the Company incurred consulting fees of $57,903 (2019 – $nil) to a company controlled by a director of the Company.

• (b) As at April 30, 2020, the Company owed $21,000 (2019 – $nil) to a company controlled by a director of the Company, which is recorded in accounts payable and accrued liabilities. The amount is unsecured, non-interest bearing, and due on demand. During the year ended April 30, 2020, the Company incurred consulting fees of $20,000 (2019 – $nil) to a company controlled by a director of the Company.

• (c) As at April 30, 2020, the Company owed $10,500 (2019 – $nil) to a company controlled by the Chief Executive Officer of the Company, which is recorded in accounts payable and accrued liabilities. The amount is unsecured, non-interest bearing, and due on demand. During the year ended April 30, 2020, the Company incurred consulting fees of $85,000 (2019 – $nil) to a company controlled by the Chief Executive Officer of the Company. Refer to Note 10 (a) for debt settlement.

• (d) As at April 30, 2020, the Company owed $24,454 (2019 – $20,358) to a company controlled by the former Chief Executive Officer of the Company, which is recorded in accounts payable and accrued liabilities. The amount is unsecured, non-interest bearing, and due on demand. During the year ended April 30, 2020, the Company incurred consulting fees of $nil (2019 – $73,634) to a company controlled by the former Chief Executive Officer of the Company.

• (e) During the year ended April 30, 2020, the Company incurred consulting fees of $nil (2019 – $60,000) to a company controlled by the former Chief Financial Officer of the Company.

• (f) During the year ended April 30, 2020, the Company incurred consulting fees of $nil (2019 – $378,457) to a company controlled by a former director of the Company.

• (g) As at April 30, 2020, the Company owed $318,420 (2019 - $575,202) to a company where a director of the Company is a director. The amount is unsecured, non-interest bearing, and due on demand. Refer to Note 10 (b) for debt settlement.

• (h) As at April 30, 2020, the Company owed $47,006 (2019 - $47,006) to a former director of Sechelt. The amount is unsecured, non-interest bearing, and due on demand.

• (i) During the year ended April 30, 2020, the Company granted 2,415,738 (2019 – 270,000) stock options with a fair value of $765,749 (2019 - $211,203) to officers and directors of the Company.

• (j) During the year ended April 30, 2019, the Company issued 65,790 common shares to officers, and directors of the Company for proceeds of $125,001 pursuant to a private placement.

17

VERITAS PHARMA INC. Notes to the consolidated financial statements Years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

10. Share Capital

Authorized: Unlimited number of common shares without par value

Share transactions for the year ended April 30, 2020:

• (a) On March 9, 2020, the Company issued 273,913 common shares with a fair value of $32,869 to settle debt owing to a company controlled by the Chief Executive Officer of the Company. This resulted in a loss on settlement of debt of $1,369.

• (b) On April 8, 2020, the Company issued 3,000,000 common shares with a fair value of $570,000 to settle debt of $540,000 owing to a company where a director of the Company is a director. This resulted in a loss on settlement of debt of $30,000.

Share transactions for the year ended April 30, 2019:

• (c) On July 9, 2018, the Company issued 150,000 common shares with a fair value of $367,500 for the purchase of common shares of 3 Carbon.

• (d) On July 27, 2018, the Company cancelled 10,000 previously issued common shares as the proceeds for the shares were not received from the subscriber. The fair value of the stock options of $21,850 was reallocated from share capital to share-based payment reserve.

• (e) On July 30, 2018, the Company issued 50,000 units at $4.00 per unit for proceeds of $200,000. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional common share at $5.00 per share until January 30, 2020.

• (f) On August 16, 2018, the Company issued 50,000 common shares for proceeds of $110,000 pursuant to the exercise of stock options. The fair value of the stock options exercised of $39,309 was reallocated from the share-based payment reserve to share capital.

• (g) On November 9, 2018, the Company issued 663,158 common shares at $1.90 per share for proceeds of $1,260,000.

• (h) On November 9, 2018, the Company issued 157,894 common shares with a fair value of $307,896 to a consultant for services rendered.

• (i) On December 18, 2018, the Company issued 4,166,666 common shares with a fair value of $4,166,666 for the purchase of shares of IB. Refer to Note 7(c).

• (j) On February 20, 2019, the Company effected a 1-for-10 share consolidation. All share amounts were retroactively restated for all periods presented.

11. Share Purchase Warrants

The following table summarizes the continuity of share purchase warrants:

				Weighted
				average
				exercise
			Number of	price
			warrants	$
Balance, April	30,	2018	2,081,725	3.90
Issued			50,000	5.00
Expired			(931,725)	3,90
Balance, April	30,	2019	1,200,000	4.79
Expired			(900,000)	4.06
Balance,April	30,	2020	300,000	7.00

18

VERITAS PHARMA INC. Notes to the consolidated financial statements Years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

11. Share Purchase Warrants (continued)

As at April 30, 2020, the following share purchase warrants were outstanding:

Number of	Exercise
warrants	price
outstanding	$	Expiry date
300,000	7.00	March 28, 2021

12. Stock Options

The Company has adopted a stock option plan pursuant to which options may be granted to directors, officers, employees, and consultants of the Company to a maximum of 10% of the issued and outstanding common shares. The exercise price of each option is set by the Board of Directors at the time of grant subject to a minimum price of $0.10 per share but cannot be less than the market price (less permissible discounts) on the Canadian Securities Exchange (“CSE”). Options can have a maximum term of five years and typically terminate ninety days following the termination of the optionee’s employment or engagement (thirty days for options granted for investor relations services), except in the case of retirement or death. Vesting of options is at the discretion of the Board of Directors at the time the options are granted.

The following table summarizes the continuity of the Company’s stock options:

		Weighted
		average
		exercise
	Number of	price
	stock options	$
Outstanding, April 30, 2018	524,500	6.80
Granted	640,000	2.14
Exercised	(50,000)	2.20
Expired	(614,500)	6.13
Outstanding, April 30, 2019	500,000	2.15
Granted	2,415,738	0.33
Expired/cancelled	(1,700,000)	0.99
Outstanding,April 30,2020	1,215,738	0.15

Additional information regarding stock options outstanding as at April 30, 2020, is as follows:

Range of exercise prices $	Outstanding and exercisable
	Number of stock options Weighted average remaining contractual life (years) Weighted average exercise price $
0.15	1,215,738 5.0 0.15

19

VERITAS PHARMA INC. Notes to the consolidated financial statements Years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

12. Stock Options (continued)

The fair value for stock options granted have been estimated using the Black-Scholes option pricing model assuming no expected dividends or forfeitures and the following weighted average assumptions:

assumptions:
	2020	2019
Risk-free interest rate	1.04%	2.05%
Expected life (in years)	5.0	1.0
Expected volatility	168%	104%

The total fair value of stock options vested during the year ended April 30, 2020 was $765,733 (2019 - $464,126) which was recorded as share-based payment reserve and charged to operations. The weighted average grant date fair value of stock options granted during the year ended April 30, 2020 was $0.32 (2019 - $0.73) per share. The weighted average share price for stock options exercised during the year ended April 30, 2020 was $nil (2019 - $2.05).

13. Capital Management

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of cash and equity comprised of issued share capital, share-based payment reserve, and warrant reserve.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under the specific circumstances.

The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the year ended April 30, 2019.

14. Financial Instruments and Risk Management

(a) Fair Values

Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:

• Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and,

• Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair values of financial instruments, which include accounts payable and accrued liabilities, advance payable, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.

(b) Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. The carrying amount of financial assets represents the maximum credit exposure.

20

VERITAS PHARMA INC. Notes to the consolidated financial statements Years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

14. Financial Instruments and Risk Management (continued)

• (c) Foreign Exchange Rate Risk

Foreign exchange risk is the risk that the Company’s financial instruments will fluctuate in value as a result of movements in foreign exchange rates. Foreign exchange risk arises from purchase transactions. As at April 30, 2020 and 2019, the Company is not exposed to significant currency risk as it did not have material assets or liabilities held in currencies other than its functional currencies.

• (d) Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company manages its interest rate risk by maximizing the interest earned on excess funds while maintaining the liquidity necessary to fund daily operations. Fluctuations in market interest rates do not have a significant impact on the Company’s results of operations due to the short term to maturity of the investments held. The Company is not exposed to significant interest rate risk.

• (e) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising debt or equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

15. Contingencies

• (a) On February 28, 2019, the Company filed a civil claim against Liht for the recovery of the $1,000,000 advance plus interest. The interest payable on the advance was to be 10% per annum compounded daily from June 25, 2018 through and including the date on which it was repaid in full. The advance was to be repayable within 90 days and secured by certain assets of Liht. The Company alleges that, even though the Company had advanced Liht $1,000,000, Liht had refused to execute the loan agreement and has taken no steps to perfect the security of the advance. On August 28, 2018, the Company made a demand for the return of the $1,000,000 and again on January 14, 2019 together with interest accrued totalling of $1,055,068.49 on or before January 21, 2019. Liht has refused to return any portion of the $1,000,000 and any interest or deliver any consideration for the advance. The civil claim is ongoing and the Company believes that the advance to Liht will be recovered, but the outcome cannot be reasonably determined at this time.

• (b) On June 26, 2019, the Company filed a civil claim against its former management for the breach of their fiduciary duty and duty of care to the Company with respect to the advance made to Liht. This resulted in a loss and damage to the Company. The civil claim is ongoing and the amount of any damages recoverable cannot be reasonable determined or estimated at this time.

• (c) On May 14, 2020, a civil claim was filed against the Company by a former employee. The former employee is claiming $114,061 in relief as follows: $31,500 in damages for breach of contract. $31,500 in damages for outstanding wages, $1,061 in damages for outstanding business expenses, and $50,000 in damages for the breach of common law duty to perform contract obligations honestly and in good faith. The Company has recorded $63,873 in the accounts payable and accrued liabilities for previous services rendered, outstanding business expenses and damages for breach of contract.

21

VERITAS PHARMA INC. Notes to the consolidated financial statements Years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

16. Income Taxes

The following table reconciles the expected income tax expense (recovery) at the Canadian statutory income tax rates to the amounts recognized in the consolidated statements of operations and comprehensive loss for the years ended April 30, 2020 and 2019.

	2020	2019
	$	$
Net loss before tax	(1,782,488)	(11,898,790)
Statutory tax rate	27%	27%
Expected income tax recovery	(481,272)	(3,212,673)
Tax effect of:
Non-deductible items	206,835	118,747
Change in estimates	1,369,852	213,092
Change in unrecognized deferred income tax assets	(1,095,415)	2,880,834
Income taxprovision	–	–

The unrecognized deductible temporary differences at April 30, 2020 and 2019 are as follows:

	2020	2019
	$	$
Non-capital losses carried forward	18,953,709	23,331,325
Investment tax credits carried forward	178,569	178,569
Property and equipment	40,304	(315,461)
Capital losses	629,034	-
Share issuance costs	50,335	71,405
Total unrecognized deductible temporarydifferences	19,851,951	23,265,838

As at April 30, 2020, the Company has not recognized a deferred tax asset in respect of non-capital - loss carryforwards of $18,953,709 (2019 $23,331,325) which may be carried forward to apply against future income for Canadian income tax purposes, subject to the final determination by taxation authorities, expiring in the following years:

ears:
	$
2034	16,370
2035	558,210
2036	690,002
2037	2,770,959
2038	9,822,420
2039	4,002,821
2040	1,092,927
	18,953,709

22

VERITAS PHARMA INC. Notes to the consolidated financial statements Years ended April 30, 2020 and 2019 (Expressed in Canadian dollars)

17. Supplemental Cash Flow Disclosure

Supplemental Cash Flow Disclosure
	Year ended	Year ended
	April 30,	April 30,
	2020	2019
	$	$
Non-cash investing and financing activities:
Fair value of options transferred to share capital upon exercise	–	39,309
Fair value of options transferred from share capital	–	21,850
Fair value of shares issued for acquisition of 3 Carbon	–
Extractions Ltd.		367,500
Fair value of shares issued for acquisition of Indigenous Bloom	–
Corp.		4,166,666
Fair value of shares issued to settle debt	602,869	–

18. Subsequent Events

• (a) On May 14, 2020, the Company entered into a Letter of Intent to acquire Indigenous Bloom Hemp Corporation (“HempCo”). The Company will acquire 100% of the issued and outstanding shares of HempCo for aggregate consideration of $28,000,000 to be provided in common shares of the Company, at a deemed price per share equal to the closing price on the CSE on the day prior to closing.

• (b) On August 5, 2020, the Company issued a total of 1,263,333 common shares to settle debt of $21,000 owing to the Chief Executive Officer of the Company, $31,750 owing to a director of the Company, and $42,000 owing to a company controlled by a director of the Company.

23

INDIGENOUS BLOOM HEMP CORP.

(formerly Veritas Pharma Inc.)

Management’s Discussion & Analysis (“MD&A”)

Quarter Ended July 31, 2021

July 31, 2021 MD&A

DATE OF REPORT: December 7, 2021

The following management's discussion and analysis should be read together with the unaudited condensed consolidated financial statements and accompanying notes for the three months ended July 31, 2021 and related notes hereto, which are prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are stated in Canadian dollars unless otherwise indicated.

This management’s discussion and analysis includes certain statements that may be deemed "forward- looking statements". Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guaranteeing of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.

This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws that may not be based on historical fact, including, without limitation, statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar expressions. Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. Forward-looking statements in this MD&A include but are not limited to statements relating to:

• our ability to obtain funding for our operations, including funding for commercial activities;

• our business model and strategic plans;

• our ability to achieve profitability;

• our ability to establish and maintain relationships with collaborators with acceptable development, regulatory and commercialization expertise and the benefits to be derived from such collaborative efforts;

• the implementation of our business model and strategic plans;

• our ability to develop and commercialize product candidates;

• our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;

• our expectations regarding federal, provincial and foreign regulatory requirements;

• the accuracy of our estimates of the size and characteristics of the markets that may be addressed by our products and product candidates;

• the timing of, and our ability and our collaborators’ ability, if any, to obtain and maintain regulatory approvals for our product candidates;

• our expectations regarding market risk, including interest rate changes and foreign currency fluctuations;

• our ability to engage and retain the employees required to grow our business;

• the compensation that is expected to be paid to employees and consultants of the Company;

• our future financial performance and projected expenditures;

• developments relating to our competitors and our industry, including the success of competing therapies that are or become available; and

• estimates of our expenses, capital requirements and our needs for additional financing.

Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Veritas, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. In making the forward- looking statements included in this MD&A, the Company has made various material assumptions, including, but not limited to: (i) obtaining regulatory approvals; (ii) general business and economic conditions; (iii) the availability of financing on reasonable terms;

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July 31, 2021 MD&A

(iv) the Company’s ability to attract and retain skilled staff; (v) market competition; (vi) the products and technology offered by the Company’s competitors; and (vii) the Company’s ability to protect patents and proprietary rights

In evaluating forward-looking statements, current and prospective shareholders should specifically consider various factors, including the risks outlined below under the heading “Financial Instruments and Risks”. Should one or more of these risks or uncertainties, or a risk that is not currently known to us materialize, or should assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this MD&A and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by applicable securities laws. Investors are cautioned that forward-looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward-looking statements.

OVERVIEW

The Company. is currently reviewing other asset acquisitions in the hemp and cannabis industries. In February 2020, the Company decided to suspend the research and development activities of its wholly-owned subsidiary Cannevert Therapeutics Ltd. This allowed the Company to pursue other acquisitions in the industry. On September 24, 2021, the Company issued 62,221,972 common shares to complete its business combination with Indigenous Bloom Hemp Corporation (“Hempco”).

HIGHLIGHTS

• On May 14, 2020, the Company entered into a Letter of Intent to acquire HempCo. The Company will acquire 100% of the issued and outstanding shares of HempCo for aggregate consideration of $28,000,000 to be provided in common shares of the Company, at a deemed price per share equal to the closing price on the CSE on the day prior to closing.

• On August 5, 2020, the Company issued a total of 1,263,333 common shares with a fair value of $183,184 to settle debt of $21,000 owing to the Chief Executive Officer of the Company, $31,750 owing to a director of the Company, and $42,000 owing to a company controlled by a director of the Company, resulting in a loss on debt settlements of $88,434.

• On September 4, 2020, the Company entered into an agreement to acquire HempCo. The Company will acquire 100% of the issued and outstanding shares of HempCo for aggregate consideration of $28,000,000 to be provided in common shares of the Company, at a deemed price per share equal to the closing price on the CSE on the day prior to closing. Prior to closing, the Company is to consolidate its common shares on a 1-for-2 basis. The closing of the acquisition is subject to regulatory approval.

• In June 2021, the Company received loan proceeds of $500,000 which is non-interest bearing, unsecured, and due on demand. On June 4, 2021, the Company advanced the $500,000 to HempCo.

• On June 29, 2021, the Company entered into an agreement to transfer its 250 common shares of 1182372 B.C. Ltd. for consideration of $100,000.

• On September 1, 2021, the Company received conditional approval of the CSE in respect to its business combination with HempCo. Effective September 1, 2021, the Company consolidated its common shares on a 1-for-2 basis. All share amounts have been retroactively restated for all periods presented.

• On September 3, 2021, the Company issued 566,667 common shares to settle the convertible note payable.

• On September 24, 2021, the Company issued 62,221,972 common shares to complete its business combination with HempCo.

• On September 24, 2021, the Company name was changed to Indigenous Bloom Hemp Corp.

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July 31, 2021 MD&A

OVERALL PERFORMANCE

The Company expects its operating losses to continue into the next fiscal year as it restructures. Since its inception, the Company has an accumulated deficit of $33,225,950 as at July 31, 2021. The Company has funded its operations with proceeds from equity financings and expects to seek additional funding through equity financings to finance its growth initiatives. However, if capital market conditions in general or with respect to the sector or development stage companies such as Veritas are unfavorable, its ability to obtain additional investment will be adversely affected. Veritas is currently looking for potential revenue streams.

SUMMARY OF QUARTERLY RESULTS

The following is a summary of the Company’s financial results for the eight most recently completed quarters:

				Quarter ended	Quarter ended
	7/31/21 $	4/30/21 $	1/31/21 $	10/31/20 $	7/31/20 $	4/30/20 $	1/31/20 $	10/31/19 $
Revenue Net loss Loss per share, basic and diluted	– (239,796) (0.03)	– (95,016) (0.01)	– (98,154) (0.01)	– (264,679) (0.03)	– (144,297) (0.02)	– (372,670) (0.06)	– (256,704) (0.04)	– (255,439) (0.04)

LIQUIDITY AND CAPITAL RESOURCES

As at July 31, 2021, the Company had $438 in cash compared to $481 as at April 30, 2021. The Company has a working capital deficit of $1,100,080 as at July 31, 2021 compared to $1,294,009 as at April 30, 2021.

The Company will require additional working capital to meet its primary business objectives over the next 12 months.

Since the Company will not be able to generate cash from its operations in the foreseeable future, the Company will have to rely on the funding through future equity issuances and through short-term borrowing in order to fund ongoing operations and to meet its obligations. The ability of the Company to raise capital will depend on market conditions and it may not be possible for the Company to issue shares on acceptable terms or at all.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

An analysis of the material components of the Company’s general and administrative expenses is disclosed in the unaudited consolidated financial statements for the year ended July 31, 2021 to which this MD&A relates.

DISCLOSURE OF OUTSTANDING SHARE DATA

Common Shares

As at December 7, 2021, the Company has 71,135,969 shares outstanding.

Share Purchase Warrants

As at December 7, 2021, the Company has no share purchase warrants outstanding.

Stock Options

As at December 7, 2021, the Company has 455,244 stock options outstanding.

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July 31, 2021 MD&A

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no undisclosed off-balance sheet arrangements that have or are reasonably likely to have, a current or future effect on its results of operations, financial condition, revenues or expenses, liquidity, capital expenditures, or capital resources that is material to investors.

RELATED PARTY TRANSACTIONS

As at July 31, 2021, the Company owed $58,300 (April 30, 2021 - $42,550) to 1160170 B.C. Ltd., a company controlled by Blair Lowther, a director of the Company. The amount is unsecured and non-interest bearing. For the amount owed, $52,500 is due on June 30, 2023 and the remainder of $5,800 (April 30, 2021 - $42,550) is due on demand and recorded in accounts payable and accrued liabilities. During the three months ended July 31, 2021, the Company incurred consulting fees of $15,000 (2020 - $15,000) to 1160170 B.C. Ltd.

As at July 31, 2021, the Company owed $576,668 (April 30, 2021 - $575,841) to Tycor UPS Systems Inc., a company where Mark Roseborough, a director of the Company, is a director. The amount is unsecured and non-interest bearing. For the amount owed, $309,475 is due on June 30, 2023 and the remainder is due on demand.

As at July 31, 2021, the Company owed $105,000 (April 30, 2021 - $42,000) to 1215720 B.C. Ltd., a company controlled by Peter McFadden, the Chief Executive Officer of the Company, which is recorded in accounts payable and accrued liabilities. The amount is unsecured and non-interest bearing. For the amount owed, $42,000 is due on June 30, 2021 and the remainder of $63,000 (April 30, 2021 - $42,000) is due on demand and recorded in accounts payable and accrued liabilities. During the three months ended July 31, 2021, the Company incurred consulting fees of $60,000 (2020 - $30,000) to 1215720 B.C. Ltd.

As at July 31, 2021, the Company owed $63,000 (April 30, 2021 - $nil) to Mark Roseborough, the Chairman of the Board of the Company, which is included in accounts payable and accrued liabilities. During the three months ended July 31, 2021, the Company incurred consulting fees of $60,000 (2020 – $nil) to Mark Roseborough.

As at July 31, 2021, the Company owed $47,006 (April 30, 2021 - $47,006) to Len Werden, a former director of the Company. The amount is unsecured, non-interest bearing, and due on demand.

PROPOSED TRANSACTION

On September 4, 2020, the Company entered into an agreement to acquire HempCo. The Company will acquire 100% of the issued and outstanding shares of HempCo for aggregate consideration of $28,000,000 to be provided in common shares of the Company, at a deemed price per share equal to the closing price on the CSE on the day prior to closing. Prior to closing, the Company is to consolidate its common shares on a 1-for-2 basis. On April 29, 2021, the acquisition agreement was approved by the shareholders of the Company. The closing of the acquisition is subject to regulatory and CSE approval.

On September 1, 2021, the Company received conditional approval of the CSE in respect to its business combination with HempCo. Effective September 1, 2021, the Company consolidated its common shares on a 1-for-2 basis. All share amounts have been retroactively restated for all periods presented. On September 24, 2021, the Company issued 62,221,972 common shares to complete its business combination with HempCo.

CHANGES IN OR ADOPTION OF ACCOUNTING POLICIES

Recent Accounting Pronouncements

A number of new standards, and amendments to standards and interpretations, are not yet effective for the period ended July 31, 2021, and have not been applied in preparing the Company’s consolidated financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.

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July 31, 2021 MD&A

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair Values

The fair value of the Company’s derivative liability is measured at fair value using level 3 inputs. The fair values of financial instruments, which includes cash, due from Indigenous Bloom Hemp Corporation, accounts payable liabilities, loan payable, convertible note payable, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.

Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. The carrying amount of financial assets represents the maximum credit exposure.

Foreign Exchange Rate Risk

Foreign exchange risk is the risk that the Company’s financial instruments will fluctuate in value as a result of movements in foreign exchange rates. Foreign exchange risk arises from purchase transactions. As at July 31, 2021, the Company is not exposed to significant currency risk as it did not have material assets or liabilities held in currencies other than its functional currencies.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company manages its interest rate risk by maximizing the interest earned on excess funds while maintaining the liquidity necessary to fund daily operations. Fluctuations in market interest rates do not have a significant impact on the Company’s results of operations due to the short term to maturity of the investments held. The Company is not exposed to significant interest rate risk.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising debt or equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

Legal Proceedings

• (a) On February 28, 2019, the Company filed a civil claim against Liht for the recovery of the $1,000,000 advance plus interest. The interest payable on the advance was to be 10% per annum compounded daily from June 25, 2018 through and including the date on which it was repaid in full. The advance was to be repayable within 90 days and secured by certain assets of Liht. The Company alleges that, even though the Company had advanced Liht $1,000,000, Liht had refused to execute the loan agreement and has taken no steps to perfect the security of the advance. On August 28, 2018, the Company made a demand for the return of the $1,000,000 and again on January 14, 2019 together with interest accrued totalling of $1,055,068 on or before January 21, 2019. Liht has refused to return any portion of the $1,000,000 and any interest or deliver any consideration for the advance. The civil claim is ongoing and the Company believes that the advance to Liht will be recovered, but the outcome cannot be reasonably determined at this time.

• (b) On June 26, 2019, the Company filed a civil claim against its former management for the breach of their fiduciary duty and duty of care to the Company with respect to the advance made to Liht. This resulted in a loss and damage to the Company. The civil claim is ongoing and the amount of any damages recoverable cannot be reasonable determined or estimated at this time.

• (c) On May 14, 2020, a civil claim was filed against the Company by a former employee. The former employee is claiming $114,061 in relief as follows: $31,500 in damages for breach of contract. $31,500

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July 31, 2021 MD&A

in damages for outstanding wages, $1,061 in damages for outstanding business expenses, and $50,000 in damages for the breach of common law duty to perform contract obligations honestly and in good faith. The Company initially recorded $63,873 in the accounts payable and accrued liabilities for previous services rendered, outstanding business expenses, and damages for breach of contract. On October 28, 2020, the Company and the former employee agreed that the Company will pay the former employee a sum of $85,000 through the issuance of a convertible promissory note. The promissory note is noninterest bearing and will automatically convert into common shares of the Company at a price equal to the greater of (i) the closing price of the Company’s shares on the Canadian Securities Exchange (“CSE”) on the Maturity Date (the first day on which the Company’s shares are reinstated for trading on the CSE), less the maximum discount permitted by Policy 6 of the CSE; and (ii) $0.15. The Company must issue the shares to the former employee within 5 business days of the Maturity Date. On September 3, 2021, the Company issued 566,667 common shares to settle the debt.

Additional Risk Factors

Public Health Crises

Global or national health concerns, including the outbreak of pandemic or contagious diseases, such as COVID-19, may adversely affect the Company. The Company’s business, operations and financial condition could be materially adversely affected by the outbreak of epidemics or pandemics or other health crises. The Company expects to experience some short to medium term negative impacts from the COVID-19 outbreak; however, the extent of such impacts is currently unquantifiable, but may be significant. Such impacts include, with respect to its operations, the ability of the Company to access debt or equity capital on acceptable terms or at all.

Volatility of Market Price

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced substantial volatility in the past. 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 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 historically at times experience 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 adversely affected.

Positive Return in an Investment in the Common Shares of the Company is Not Guaranteed

There is no guarantee that an investment in the Company will earn any positive return in the short term or long term. A purchase of the shares involves a high degree of risk and should be undertaken only by purchasers whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the common shares is appropriate only for purchasers who have the capacity to absorb a loss of some or all of their investment.

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July 31, 2021 MD&A

Dilution

The Company may issue additional securities in the future, which may dilute a shareholder’s holdings in the Company. The Company’s articles permit the issuance of an unlimited number of common shares and Class A preferred shares. The Company’s shareholders do not have pre-emptive rights in connection with any future issuances of securities by the Company. The directors of the Company have discretion to determine the price and the terms of further issuances. Moreover, additional common shares will be issued by the Company on the exercise of stock options under the Company’s stock option plan and upon the exercise of outstanding warrants.

Negative Cash Flow from Operations

The Company had negative cash flows from operating activities. To the extent that the Company has negative cash flow in any future period, the net proceeds from future financings may be used to fund such negative cash flow from operating activities.

Change in Laws, Regulations, and Guidelines Relating to Marijuana and Related Issues

The Company's operations are subject to a variety laws, regulations and guidelines including relating to the manufacture, management, transportation, storage, and disposal of medical marijuana as well as laws and regulations relating to health and safety, the conduct of operations and the protection of the environment. Approval policies, laws, regulations and guidelines may change during the course of a product candidate’s clinical development and may vary among jurisdictions. Any delays in obtaining, or failure to obtain regulatory approvals, including at the pre-clinical, clinical or marketing stage, would significantly delay the development of markets and products and could have a material adverse effect on the business, results of operations and financial condition of the Company.

Dependence on Key Personnel

The Company strongly depends on the business and technical expertise of its management and it is unlikely that this dependence will decrease in the near term. Loss of the Company’s key personnel could slow the Company’s ability to innovate, although the effect on ongoing operations would be manageable as experienced key operations personnel could be put in place. As the Company’s operations expand, additional general management resources will be required.

If the Company expands its operations, the ability of the Company to recruit, train, integrate and manage a large number of new employees is uncertain and failure to do so would have a negative impact on the Company’s business plans.

Conflicts of Interest

The Company’s directors and officers may serve as directors or officers, or may be associated with other reporting companies, or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding on terms with respect to the transaction. If a conflict of interest arises, the Company will follow the provisions of the Business Corporations Act (British Columbia) (the “BCBCA”) in dealing with conflicts of interest. These provisions state that where a director has such a conflict, that director must, at a meeting of the Company’s directors, disclose his or her interest and refrain from voting on the matter unless otherwise permitted by the BCBCA. In accordance with the laws of the Province of British Columbia, the directors and officers of the Company are required to act honestly, in good faith, and in the best interest of the Company.

ADDITIONAL INFORMATION

Additional information about the Company is available on SEDAR at www.sedar.com.

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VERITAS PHARMA INC.

Management’s Discussion & Analysis (“MD&A”)

Year Ended April 30, 2021

April 30, 2021 MD&A

DATE OF REPORT: September 3, 2021

The following management's discussion and analysis should be read together with the audited consolidated financial statements and accompanying notes for the year ended April 30, 2021 and related notes hereto, which are prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are stated in Canadian dollars unless otherwise indicated.

This management’s discussion and analysis includes certain statements that may be deemed "forward- looking statements". Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guaranteeing of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.

This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws that may not be based on historical fact, including, without limitation, statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar expressions. Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. Forward-looking statements in this MD&A include but are not limited to statements relating to:

• our ability to obtain funding for our operations, including funding for commercial activities;

• our business model and strategic plans;

• our ability to achieve profitability;

• our ability to establish and maintain relationships with collaborators with acceptable development, regulatory and commercialization expertise and the benefits to be derived from such collaborative efforts;

• the implementation of our business model and strategic plans;

• our ability to develop and commercialize product candidates;

• our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;

• our expectations regarding federal, provincial and foreign regulatory requirements;

• the accuracy of our estimates of the size and characteristics of the markets that may be addressed by our products and product candidates;

• the timing of, and our ability and our collaborators’ ability, if any, to obtain and maintain regulatory approvals for our product candidates;

• our expectations regarding market risk, including interest rate changes and foreign currency fluctuations;

• our ability to engage and retain the employees required to grow our business;

• the compensation that is expected to be paid to employees and consultants of the Company;

• our future financial performance and projected expenditures;

• developments relating to our competitors and our industry, including the success of competing therapies that are or become available; and

• estimates of our expenses, capital requirements and our needs for additional financing.

Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Veritas, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. In making the forward- looking statements included in this MD&A, the Company has made various material assumptions, including, but not limited to: (i) obtaining regulatory approvals; (ii) general business and economic conditions; (iii) the availability of financing on reasonable terms;

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April 30, 2021 MD&A

(iv) the Company’s ability to attract and retain skilled staff; (v) market competition; (vi) the products and technology offered by the Company’s competitors; and (vii) the Company’s ability to protect patents and proprietary rights

In evaluating forward-looking statements, current and prospective shareholders should specifically consider various factors, including the risks outlined below under the heading “Financial Instruments and Risks”. Should one or more of these risks or uncertainties, or a risk that is not currently known to us materialize, or should assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this MD&A and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by applicable securities laws. Investors are cautioned that forward-looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward-looking statements.

OVERVIEW

Veritas Pharma Inc. is currently reviewing other asset acquisitions in the hemp and cannabis industries. In February 2020, Veritas decided to suspend the research and development activities of its wholly-owned subsidiary Cannevert Therapeutics Ltd. (“Cannevert or CTL”). This will allow Veritas to pursue other acquisitions in the industry.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company has not been significant, but management continues to monitor the situation.

HIGHLIGHTS

• On May 14, 2020, the Company entered into a Letter of Intent to acquire Indigenous Bloom Hemp Corporation (“HempCo”). The Company will acquire 100% of the issued and outstanding shares of HempCo for aggregate consideration of $28,000,000 to be provided in common shares of the Company, at a deemed price per share equal to the closing price on the CSE on the day prior to closing.

• On August 5, 2020, the Company issued a total of 631,667 common shares with a fair value of $183,184 to settle debt of $21,000 owing to the Chief Executive Officer of the Company, $31,750 owing to a director of the Company, and $42,000 owing to a company controlled by a director of the Company, resulting in a loss on debt settlements of $88,434.

• On September 4, 2020, the Company entered into an agreement to acquire Indigenous Bloom Hemp Corporation (“HempCo”). The Company will acquire 100% of the issued and outstanding shares of HempCo for aggregate consideration of $28,000,000 to be provided in common shares of the Company, at a deemed price per share equal to the closing price on the CSE on the day prior to closing. Prior to closing, the Company is to consolidate its common shares on a 1-for-2 basis. The closing of the acquisition is subject to regulatory approval.

• Subsequent to April 30, 2021, the Company received loan proceeds of $500,000 which is non-interest bearing, unsecured, and due on demand. On June 4, 2021, the Company advanced the $500,000 to HempCo.

• On June 29, 2021, the Company entered into an agreement to transfer its 250 common shares of 1182372 B.C. Ltd. for consideration of $100,000.

• On September 1, 2021, the Company received conditional approval of the CSE in respect to its business combination with HempCo. Effective September 1, 2021, the Company consolidated its common shares on a 1-for-2 basis. All share amounts have been retroactively restated for all periods presented.

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April 30, 2021 MD&A

OVERALL PERFORMANCE

Veritas Pharma expects its operating losses to continue into the next fiscal year as it restructures. Since its inception, Veritas has an accumulated deficit of $32,986,154 as at April 30, 2021. The Company has funded its operations with proceeds from equity financings and expects to seek additional funding through equity financings to finance its growth initiatives. However, if capital market conditions in general or with respect to the sector or development stage companies such as Veritas are unfavorable, its ability to obtain additional investment will be adversely affected. Veritas is currently looking for potential revenue streams.

SELECTED ANNUAL INFORMATION

The following table sets forth selected audited consolidated financial information of the Company from the last three completed financial years ended April 30:

	2021	2020	2019
	$	$	$
Net loss	(602,146)	(1,782,488)	(11,898,790)
Basic and diluted loss per share	(0.07)	(0.29)	(2.64)
Total assets	730	15,109	757,954

The year ended April 30, 2019 includes the impairments of its investments in Indigenous Bloom Corp. 1182372 B.C. Ltd., and 3 Carbon Extractions Inc. totaling $5,809,166, impairment of intangible assets of $1,580,000, impairment of loan receivable of $214,580, and a $1,000,000 unauthorized payment made to Liht Cannabis Corp (“Liht”) by previous management of the Company. The year ended April 30, 2021 includes $nil in sharebased compensation compared to $765,749 for fiscal 2020 and $464,126 for fiscal 2019. The year ended April 30, 2019 includes $1,345,638 in consulting fees compared to $278,758 for the year ended April 30, 2020 and $233,582 for the year ended April 30, 2021. Consulting fees include management compensation and current management joined the Company in the latter half of fiscal 2019 and paid themselves lower amounts of compensation as compared to prior management.

SUMMARY OF QUARTERLY RESULTS

The following is a summary of the Company’s financial results for the eight most recently completed quarters:

				Quarter ended	Quarter ended
	4/30/21 $	1/31/21 $	10/31/20 $	7/31/20 $	4/30/20 $	1/31/20 $	10/31/19 $	7/31/19 $
Revenue Net loss	– (95,016)	– (98,154)	– (264,679)	– (144,297)	– (372,670)	– (256,704)	– (255,439)	– (897,675)
Loss per share, basic and diluted	(0.01)	(0.01)	(0.03)	(0.02)	(0.06)	(0.04)	(0.04)	(0.15)

The quarter ended July 31, 2019 includes the share-based compensation expense of $598,820 for stock options granted to officers and directors of the Company.

LIQUIDITY AND CAPITAL RESOURCES

As at April 30, 2021, the Company had $481 in cash compared to $8,891 as at April 30, 2020. The Company has a working capital deficit of $1,294,009 as at April 30, 2021 compared to $875,047 as at April 30, 2020.

The Company will require additional working capital to meet its primary business objectives over the next 12 months.

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April 30, 2021 MD&A

Since the Company will not be able to generate cash from its operations in the foreseeable future, the Company will have to rely on the funding through future equity issuances and through short-term borrowing in order to fund ongoing operations and to meet its obligations. The ability of the Company to raise capital will depend on market conditions and it may not be possible for the Company to issue shares on acceptable terms or at all.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

An analysis of the material components of the Company’s general and administrative expenses is disclosed in the audited consolidated financial statements for the year ended April 30, 2021 to which this MD&A relates.

DISCLOSURE OF OUTSTANDING SHARE DATA

Common Shares

As at September 3, 2021, the Company has 8,347,330 shares outstanding.

Share Purchase Warrants

As at September 3, 2021, the Company has no share purchase warrants outstanding.

Stock Options

As at September 3, 2021, the Company has 607,869 stock options exercisable at $0.30 per common share expiring on April 24, 2025 outstanding.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no undisclosed off-balance sheet arrangements that have or are reasonably likely to have, a current or future effect on its results of operations, financial condition, revenues or expenses, liquidity, capital expenditures, or capital resources that is material to investors.

RELATED PARTY TRANSACTIONS

As at April 30, 2021, the Company owed $42,550 (2020 - $26,250) to 1160170 B.C. Ltd., a company controlled by Blair Lowther, a director of the Company, which is recorded in accounts payable and accrued liabilities. The amount is unsecured, non-interest bearing, and due on demand. During the year ended April 30, 2021, the Company incurred consulting fees of $60,000 (2020 - $57,903) to 1160170 B.C. Ltd. During the year ended April 30, 2021, the Company settled $42,000 owing to this company by issuing shares.

As at April 30, 2021, the Company owed $nil (2020 - $21,000) to Stamatis Ventures Ltd., a company controlled by Nicholas Standish, a former director of the Company, which is recorded in accounts payable and accrued liabilities. The amount is unsecured, non-interest bearing, and due on demand. During the year ended April 30, 2021, the Company incurred consulting fees of $40,000 (2020 - $20,000) to Stamatis Ventures Ltd. During the year ended April 30, 2021, the Company settled $31,750 owing to this company by issuing shares.

As at April 30, 2021, the Company owed $575,841 (2020 - $318,420) to Tycor UPS Systems Inc., a company where Mark Roseborough, a director of the Company, is a director. The amount is unsecured, non-interest bearing, and due on demand.

As at April 30, 2021, the Company owed $42,000 (2020 - $10,500) to 1215720 B.C. Ltd., a company controlled by Peter McFadden, the Chief Executive Officer of the Company, which is recorded in accounts payable and accrued liabilities. The amount is unsecured, non-interest bearing, and due on demand. During the year ended April 30, 2021, the Company incurred consulting fees of $120,000 (2020 - $85,000) to 1215720 B.C. Ltd. During the year ended April 30, 2021, the Company settled $21,000 owing to a director by issuing shares.

As at April 30, 2021, the Company owed $47,006 (2020 - $47,006) to Len Werden, a former director of the Company. The amount is unsecured, non-interest bearing, and due on demand.

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April 30, 2021 MD&A

During the year ended April 30, 2021, the Company granted nil (2020 – 1,207,869) stock options with a fair value of $nil (2020 - $765,749) to officers and directors of the Company.

PROPOSED TRANSACTION

On September 4, 2020, the Company entered into an agreement to acquire HempCo. The Company will acquire 100% of the issued and outstanding shares of HempCo for aggregate consideration of $28,000,000 to be provided in common shares of the Company, at a deemed price per share equal to the closing price on the CSE on the day prior to closing. Prior to closing, the Company is to consolidate its common shares on a 1-for-2 basis. On April 29, 2021, the acquisition agreement was approved by the shareholders of the Company. The closing of the acquisition is subject to regulatory and CSE approval.

On September 1, 2021, the Company received conditional approval of the CSE in respect to its business combination with HempCo. Effective September 1, 2021, the Company consolidated its common shares on a 1-for-2 basis. All share amounts have been retroactively restated for all periods presented.

CHANGES IN OR ADOPTION OF ACCOUNTING POLICIES

Recent Accounting Pronouncements

A number of new standards, and amendments to standards and interpretations, are not yet effective for the year ended April 30, 2021, and have not been applied in preparing the Company’s consolidated financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair Values

The fair value of financial instruments, which included cash, accounts payable and accrued liabilities, convertible note payable, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.

Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. The carrying amount of financial assets represents the maximum credit exposure.

Foreign Exchange Rate Risk

Foreign exchange risk is the risk that the Company’s financial instruments will fluctuate in value as a result of movements in foreign exchange rates. Foreign exchange risk arises from purchase transactions. As at April 30, 2021, the Company is not exposed to significant currency risk as it did not have material assets or liabilities held in currencies other than its functional currencies.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company manages its interest rate risk by maximizing the interest earned on excess funds while maintaining the liquidity necessary to fund daily operations. Fluctuations in market interest rates do not have a significant impact on the Company’s results of operations due to the short term to maturity of the investments held. The Company is not exposed to significant interest rate risk.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The

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April 30, 2021 MD&A

Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising debt or equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

Legal Proceedings

• (a) On February 28, 2019, the Company filed a civil claim against Liht for the recovery of the $1,000,000 advance plus interest. The interest payable on the advance was to be 10% per annum compounded daily from June 25, 2018 through and including the date on which it was repaid in full. The advance was to be repayable within 90 days and secured by certain assets of Liht. The Company alleges that, even though the Company had advanced Liht $1,000,000, Liht had refused to execute the loan agreement and has taken no steps to perfect the security of the advance. On August 28, 2018, the Company made a demand for the return of the $1,000,000 and again on January 14, 2019 together with interest accrued totalling of $1,055,068 on or before January 21, 2019. Liht has refused to return any portion of the $1,000,000 and any interest or deliver any consideration for the advance. The civil claim is ongoing and the Company believes that the advance to Liht will be recovered, but the outcome cannot be reasonably determined at this time.

• (b) On June 26, 2019, the Company filed a civil claim against its former management for the breach of their fiduciary duty and duty of care to the Company with respect to the advance made to Liht. This resulted in a loss and damage to the Company. The civil claim is ongoing and the amount of any damages recoverable cannot be reasonable determined or estimated at this time.

• (c) On May 14, 2020, a civil claim was filed against the Company by a former employee. The former employee is claiming $114,061 in relief as follows: $31,500 in damages for breach of contract. $31,500 in damages for outstanding wages, $1,061 in damages for outstanding business expenses, and $50,000 in damages for the breach of common law duty to perform contract obligations honestly and in good faith. The Company initially recorded $63,873 in the accounts payable and accrued liabilities for previous services rendered, outstanding business expenses, and damages for breach of contract. On October 28, 2020, the Company and the former employee agreed that the Company will pay the former employee a sum of $85,000 through the issuance of a convertible promissory note. The promissory note is noninterest bearing and will automatically convert into common shares of the Company at a price equal to the greater of (i) the closing price of the Company’s shares on the Canadian Securities Exchange (“CSE”) on the Maturity Date (the first day on which the Company’s shares are reinstated for trading on the CSE), less the maximum discount permitted by Policy 6 of the CSE; and (ii) $0.15. The Company must issue the shares to the former employee within 5 business days of the Maturity Date. The settlement fee of $14,093 is recorded in the statement of operations.

Additional Risk Factors

Public Health Crises

Global or national health concerns, including the outbreak of pandemic or contagious diseases, such as COVID-19, may adversely affect the Company. The Company’s business, operations and financial condition could be materially adversely affected by the outbreak of epidemics or pandemics or other health crises. The Company expects to experience some short to medium term negative impacts from the COVID-19 outbreak; however, the extent of such impacts is currently unquantifiable, but may be significant. Such impacts include, with respect to its operations, the ability of the Company to access debt or equity capital on acceptable terms or at all.

Volatility of Market Price

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced substantial volatility in the past. 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

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April 30, 2021 MD&A

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 historically at times experience 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 adversely affected.

Positive Return in an Investment in the Common Shares of the Company is Not Guaranteed

There is no guarantee that an investment in the Company will earn any positive return in the short term or long term. A purchase of the shares involves a high degree of risk and should be undertaken only by purchasers whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the common shares is appropriate only for purchasers who have the capacity to absorb a loss of some or all of their investment.

Dilution

The Company may issue additional securities in the future, which may dilute a shareholder’s holdings in the Company. The Company’s articles permit the issuance of an unlimited number of common shares and Class A preferred shares. The Company’s shareholders do not have pre-emptive rights in connection with any future issuances of securities by the Company. The directors of the Company have discretion to determine the price and the terms of further issuances. Moreover, additional common shares will be issued by the Company on the exercise of stock options under the Company’s stock option plan and upon the exercise of outstanding warrants.

Negative Cash Flow from Operations

During the years ended April 30, 2021 and 2020, the Company had negative cash flows from operating activities. To the extent that the Company has negative cash flow in any future period, the net proceeds from future financings may be used to fund such negative cash flow from operating activities.

Change in Laws, Regulations, and Guidelines Relating to Marijuana and Related Issues

The Company's operations are subject to a variety laws, regulations and guidelines including relating to the manufacture, management, transportation, storage, and disposal of medical marijuana as well as laws and regulations relating to health and safety, the conduct of operations and the protection of the environment. Approval policies, laws, regulations and guidelines may change during the course of a product candidate’s clinical development and may vary among jurisdictions. Any delays in obtaining, or failure to obtain regulatory approvals, including at the pre-clinical, clinical or marketing stage, would significantly delay the development of markets and products and could have a material adverse effect on the business, results of operations and financial condition of the Company.

Dependence on Key Personnel

The Company strongly depends on the business and technical expertise of its management and it is unlikely that this dependence will decrease in the near term. Loss of the Company’s key personnel could slow the Company’s ability to innovate, although the effect on ongoing operations would be manageable as experienced key operations personnel could be put in place. As the Company’s operations expand, additional general management resources will be required.

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If the Company expands its operations, the ability of the Company to recruit, train, integrate and manage a large number of new employees is uncertain and failure to do so would have a negative impact on the Company’s business plans.

Conflicts of Interest

The Company’s directors and officers may serve as directors or officers, or may be associated with other reporting companies, or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding on terms with respect to the transaction. If a conflict of interest arises, the Company will follow the provisions of the Business Corporations Act (British Columbia) (the “BCBCA”) in dealing with conflicts of interest. These provisions state that where a director has such a conflict, that director must, at a meeting of the Company’s directors, disclose his or her interest and refrain from voting on the matter unless otherwise permitted by the BCBCA. In accordance with the laws of the Province of British Columbia, the directors and officers of the Company are required to act honestly, in good faith, and in the best interest of the Company.

ADDITIONAL INFORMATION

Additional information about the Company is available on SEDAR at www.sedar.com.

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VERITAS PHARMA INC.

Management’s Discussion & Analysis (“MD&A”)

Year Ended April 30, 2020

April 30, 2020 MD&A

DATE OF REPORT: August 28, 2020

The following management's discussion and analysis should be read together with the audited consolidated financial statements and accompanying notes for the year ended April 30, 2020 and related notes hereto, which are prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are stated in Canadian dollars unless otherwise indicated.

This management’s discussion and analysis includes certain statements that may be deemed "forward- looking statements". Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guaranteeing of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.

This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws that may not be based on historical fact, including, without limitation, statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar expressions. Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. Forward-looking statements in this MD&A include but are not limited to statements relating to:

• our ability to obtain funding for our operations, including funding for commercial activities;

• our business model and strategic plans;

• our ability to achieve profitability;

• our ability to establish and maintain relationships with collaborators with acceptable development, regulatory and commercialization expertise and the benefits to be derived from such collaborative efforts;

• the implementation of our business model and strategic plans;

• our ability to develop and commercialize product candidates;

• our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;

• our expectations regarding federal, provincial and foreign regulatory requirements;

• the accuracy of our estimates of the size and characteristics of the markets that may be addressed by our products and product candidates;

• the timing of, and our ability and our collaborators’ ability, if any, to obtain and maintain regulatory approvals for our product candidates;

• our expectations regarding market risk, including interest rate changes and foreign currency fluctuations;

• our ability to engage and retain the employees required to grow our business;

• the compensation that is expected to be paid to employees and consultants of the Company;

• our future financial performance and projected expenditures;

• developments relating to our competitors and our industry, including the success of competing therapies that are or become available; and

• estimates of our expenses, capital requirements and our needs for additional financing.

Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Veritas, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. In making the forward- looking statements included in this MD&A, the Company has made various material assumptions, including, but not limited to: (i) obtaining regulatory approvals; (ii) general business and economic conditions; (iii) the availability of financing on reasonable terms;

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April 30, 2020 MD&A

(iv) the Company’s ability to attract and retain skilled staff; (v) market competition; (vi) the products and technology offered by the Company’s competitors; and (vii) the Company’s ability to protect patents and proprietary rights

In evaluating forward-looking statements, current and prospective shareholders should specifically consider various factors, including the risks outlined below under the heading “Financial Instruments and Risks”. Should one or more of these risks or uncertainties, or a risk that is not currently known to us materialize, or should assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this MD&A and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by applicable securities laws. Investors are cautioned that forward-looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward-looking statements.

OVERVIEW

Veritas Pharma Inc. is currently reviewing other asset acquisitions in the hemp and cannabis industries. In February 2020, Veritas decided to suspend the research and development activities of its wholly-owned subsidiary Cannevert Therapeutics Ltd. (“Cannevert or CTL”). This will allow Veritas to pursue other acquisitions in the industry.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company is not currently determinable, but management continues to monitor the situation.

HIGHLIGHTS

As part of its new direction and focus, the Company has taken various measures to reduce costs and off load assets.

• On June 25, 2019, the Company entered into an agreement for the Company to sell the 1,000 Class A voting shares of 3 Carbon Extractions Inc. to a non-related party for $375,000. The amount was received on June 28, 2019.

• On November 28, 2019, the Company sold the land held by its subsidiary for $350,000.

• On May 14, 2020, the Company entered into a Letter of Intent to acquire Indigenous Bloom Hemp Corporation (“HempCo”). The Company will acquire 100% of the issued and outstanding shares of HempCo for aggregate consideration of $28,000,000 to be provided in common shares of the Company, at a deemed price per share equal to the closing price on the CSE on the day prior to closing.

OVERALL PERFORMANCE

Veritas Pharma expects its operating losses to continue into the next fiscal year as it restructures. Since its inception, Veritas has an accumulated deficit of $32,384,008 as at April 30, 2020. The Company has funded its operations with proceeds from equity financings and expects to seek additional funding through equity financings to finance its growth initiatives. However, if capital market conditions in general or with respect to the sector or development stage companies such as Veritas are unfavorable, its ability to obtain additional investment will be adversely affected. Veritas is currently looking for potential revenue streams.

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April 30, 2020 MD&A

SELECTED ANNUAL INFORMATION

The following table sets forth selected audited consolidated financial information of the Company from the last three completed financial years ended April 30:

	2020	2019	2018
	$	$	$
Net loss	(1,782,488)	(11,898,790)	(14,001,861)
Basic and diluted loss per share	(0.14)	(1.32)	(2.96)
Total assets	15,109	757,954	4,665,740

The year ended April 30, 2019 includes the impairments of its investments in Indigenous Bloom Corp. 1182372 B.C. Ltd., and 3 Carbon Extractions Inc. totaling $5,809,166, impairment of intangible assets of $1,580,000, impairment of loan receivable of $214,580, and a $1,000,000 unauthorized payment made to Liht Cannabis Corp (“Liht”) by previous management of the Company. The year ended April 30, 2018 includes $3,197,458 in share-based compensation compared to $765,749 for fiscal 2020 and $464,126 for fiscal 2019. The year ended April 30, 2018 also includes $6,101,207 in consulting fees and $2,555,378 in investor relations incurred by previous management of the Company and $891,141 for the impairment of goodwill. The year ended April 30, 2019 includes $1,345,638 in consulting fees compared to $278,758 for the year ended April 30, 2020. Consulting fees include management compensation and current management joined the Company in the latter half of fiscal 2019 and paid themselves lower amounts of compensation as compared to prior management.

SUMMARY OF QUARTERLY RESULTS

The following is a summary of the Company’s financial results for the eight most recently completed quarters:

				Quarter ended	Quarter ended
	4/30/20 $	1/31/20 $	10/31/19 $	7/31/19 $	4/30/19 $	1/31/19 $	10/31/18 $	7/31/18
Revenue Net loss Loss per share, basic and diluted	– (372,670) (0.03)	– (256,704) (0.02)	– (255,439) (0.02)	– (897,675) (0.07)	– (8,047,346) (0.66)	– (853,206) (0.09)	– (2,244,897) (0.31)	– (753,341) (0.14)

The quarter ended July 31, 2019 includes the share-based compensation expense of $498,820 for stock options granted to officers and directors of the Company. The quarter ended April 30, 2019 includes the impairments of its investments in Indigenous Bloom Corp., 1182372 B.C. Ltd., and 3 Carbon Extractions Inc. totaling $5,809,166, impairment of intangible assets of $1,580,000, and impairment of loan receivable of $214,580. The quarter ended October 31, 2018 includes a $1,000,000 unauthorized payment made to Liht by previous management of the Company.

LIQUIDITY AND CAPITAL RESOURCES

As at April 30, 2020, the Company had $8,891 in cash compared to $19,996 as at April 30, 2019. The Company has a working capital deficit of $875,047 as at April 30, 2020 compared to $1,155,616 as at April 30, 2019.

The Company will require additional working capital to meet its primary business objectives over the next 12 months.

Since the Company will not be able to generate cash from its operations in the foreseeable future, the Company will have to rely on the funding through future equity issuances and through short term borrowing in order to fund ongoing operations and to meet its obligations. The ability of the Company to raise capital will depend on market conditions and it may not be possible for the Company to issue shares on acceptable terms

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April 30, 2020 MD&A

or at all.

FOURTH QUARTER

See Summary of Quarterly Results.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

An analysis of the material components of the Company’s general and administrative expenses is disclosed in the audited consolidated financial statements for the year ended April 30, 2020 to which this MD&A relates.

DISCLOSURE OF OUTSTANDING SHARE DATA

Common Shares

As at August 28, 2020, the Company has 16,694,644 shares outstanding.

Share Purchase Warrants

As at August 28, 2020, the Company has 300,000 share purchase warrants exercisable at $7 per common share expiring on March 28, 2021 outstanding.

Stock Options

As at August 28, 2020, the Company has 1,215,738 stock options exercisable at $0.15 per common share expiring on April 24, 2025 outstanding.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no undisclosed off-balance sheet arrangements that have or are reasonably likely to have, a current or future effect on its results of operations, financial condition, revenues or expenses, liquidity, capital expenditures, or capital resources that is material to investors.

RELATED PARTY TRANSACTIONS

As at April 30, 2020, the Company owed $318,420 (2019 - $575,202) to Tycor UPS Systems Inc., a company where Mark Roseborough, a director of the Company, is a director. The amount is unsecured, non-interest bearing, and due on demand. On April 8, 2020, the Company issued 3,000,000 common shares with a fair value of $570,000 to settle debt of $540,000 owing to this company. This resulted in a loss on settlement of debt of $30,000

As at April 30, 2020, the Company owed $47,006 (2019 - $47,006) to Len Werden, a former director of Sechelt and the Company The amount is unsecured, non-interest bearing and due on demand.

As at April 30, 2020, the Company owed $24,454 (2019 – $20,358) to Franciosi Consulting Ltd., a company controlled by Lui Franciosi, the former Chief Executive Officer of the Company, which was recorded in accounts payable and accrued liabilities. The amount is unsecured, non-interest bearing, and due on demand. During the year ended April 30, 2020, the Company incurred consulting fees of $nil (2019 – $73,634) Franciosi Consulting Ltd.

As at April 30, 2020, the Company owed $26,250 (2019 – $nil) to 1160170 B.C. Ltd. a company controlled by Blair Lowther, a director of the Company, which is recorded in accounts payable and accrued liabilities. The amount is unsecured, non-interest bearing, and due on demand. During the year ended April 30, 2020, the Company incurred consulting fees of $57,903 (2019 – $nil) to 1160170 B.C. Ltd.

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April 30, 2020 MD&A

As at April 30, 2020, the Company owed $10,500 (2019 – $nil) to 1215720 B.C. Ltd., a company controlled by Peter McFadden, the Chief Executive Officer of the Company, which is recorded in accounts payable and accrued liabilities. The amount is unsecured, non-interest bearing, and due on demand. During the year ended April 30, 2020, the Company incurred consulting fees of $85,000 (2019 – $nil) to 1215720 B.C. Ltd. On March 9, 2020, the Company issued 273,913 common shares with a fair value of $32,869 to settle debt owing to this company. This resulted in a loss on settlement of debt of $1,369.

As at April 30, 2020, the Company owed $21,000 (2019 – $nil) to Stamatis Ventures Ltd., a company controlled by Nicholas Standish, a director of the Company, which is recorded in accounts payable and accrued liabilities. The amount is unsecured, non-interest bearing, and due on demand. During the year ended April 30, 2020, the Company incurred consulting fees of $20,000 (2019 – $nil) to Stamatis Ventures Ltd.

During the year ended April 30, 2020, the Company incurred consulting fees of $nil (2019 – $60,000) to 482130 B.C. Ltd., a company controlled by David Alexander, the former Chief Financial Officer of the Company.

During the year ended April 30, 2020, the Company incurred consulting fees of $nil (2019 – $378,457) to Bam Bam Capital Inc., a company controlled by David Greenway, a former director of the Company.

During the year ended April 30, 2020, the Company granted 2,415,738 (2019 – 270,000) stock options with a fair value of $765,749 (2019 - $211,203) to officers and directors of the Company.

PROPOSED TRANSACTION

On May 14, 2020, the Company entered into a Letter of Intent to acquire HempCo. The Company will acquire 100% of the issued and outstanding shares of HempCo for aggregate consideration of $28,000,000 to be provided in common shares of the Company, at a deemed price per share equal to the closing price on the CSE on the day prior to closing

CHANGES IN OR ADOPTION OF ACCOUNTING POLICIES

Recent Accounting Pronouncements

The Company adopted the new standard IFRS 16, “Leases”, IFRS 9, “Financial Instruments (Amendment)” and IFRIC 23, “Uncertainty over Income Tax Treatments”, all effective May 1, 2019. The adoption of these standards did not have a material impact on the Company’s consolidated financial statements

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The fair value of financial instruments, which included cash, accounts payable and accrued liabilities, advance payable, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.

Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. The carrying amount of financial assets represents the maximum credit exposure.

Foreign Exchange Rate Risk

Foreign exchange risk is the risk that the Company’s financial instruments will fluctuate in value as a result of movements in foreign exchange rates. Foreign exchange risk arises from purchase transactions. As at April 30, 2020, the Company is not exposed to significant currency risk as it did not have material assets or liabilities held in currencies other than its functional currencies.

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April 30, 2020 MD&A

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company manages its interest rate risk by maximizing the interest earned on excess funds while maintaining the liquidity necessary to fund daily operations. Fluctuations in market interest rates do not have a significant impact on the Company’s results of operations due to the short term to maturity of the investments held. The Company is not exposed to significant interest rate risk.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising debt or equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

Legal Proceedings

• (a) On February 28, 2019, the Company filed a civil claim against Liht for the recovery of the $1,000,000 advance plus interest. The interest payable on the advance was to be 10% per annum compounded daily from June 25, 2018 through and including the date on which it was repaid in full. The advance was to be repayable within 90 days and secured by certain assets of Liht. The Company alleges that, even though the Company had advanced Liht $1,000,000, Liht had refused to execute the loan agreement and has taken no steps to perfect the security of the advance. On August 28, 2018, the Company made a demand for the return of the $1,000,000 and again on January 14, 2019 together with interest accrued totalling of $1,055,068.49 on or before January 21, 2019. Liht has refused to return any portion of the $1,000,000 and any interest or deliver any consideration for the advance. The civil claim is ongoing and the Company believes that the advance to Liht will be recovered, but the outcome cannot be reasonably determined at this time.

• (b) On June 26, 2019, the Company filed a civil claim against its former management for the breach of their fiduciary duty and duty of care to the Company with respect to the advance made to Liht. This resulted in a loss and damage to the Company. The civil claim is ongoing and the amount of any damages recoverable cannot be reasonable determined or estimated at this time.

• (c) On May 14, 2020, a civil claim was filed against the Company by a former employee. The former employee is claiming $114,061 in relief as follows: $31,500 in damages for breach of contract. $31,500 in damages for outstanding wages, $1,061 in damages for outstanding business expenses, and $50,000 in damages for the breach of common law duty to perform contract obligations honestly and in good faith. The Company has recorded $63,873 in the accounts payable and accrued liabilities for previous services rendered, outstanding business expenses and damages for breach of contract.

Additional Risk Factors

Public Health Crises

Global or national health concerns, including the outbreak of pandemic or contagious diseases, such as COVID-19, may adversely affect the Company. The Company’s business, operations and financial condition could be materially adversely affected by the outbreak of epidemics or pandemics or other health crises. The Company expects to experience some short to medium term negative impacts from the COVID-19 outbreak; however, the extent of such impacts is currently unquantifiable, but may be significant. Such impacts include, with respect to its operations, the ability of the Company to access debt or equity capital on acceptable terms or at all.

Volatility of Market Price

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced substantial volatility in the past. 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

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April 30, 2020 MD&A

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 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 historically at times experience 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 adversely affected.

Positive Return in an Investment in the Common Shares of the Company is Not Guaranteed

There is no guarantee that an investment in the Company will earn any positive return in the short term or long term. A purchase of the shares involves a high degree of risk and should be undertaken only by purchasers whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the common shares is appropriate only for purchasers who have the capacity to absorb a loss of some or all of their investment.

Dilution

The Company may issue additional securities in the future, which may dilute a shareholder’s holdings in the Company. The Company’s articles permit the issuance of an unlimited number of common shares and Class A preferred shares. The Company’s shareholders do not have pre-emptive rights in connection with any future issuances of securities by the Company. The directors of the Company have discretion to determine the price and the terms of further issuances. Moreover, additional common shares will be issued by the Company on the exercise of stock options under the Company’s stock option plan and upon the exercise of outstanding warrants.

Negative Cash Flow from Operations

During the years ended April 30, 2020 and 2019, the Company had negative cash flows from operating activities. To the extent that the Company has negative cash flow in any future period, the net proceeds from future financings may be used to fund such negative cash flow from operating activities.

Change in Laws, Regulations, and Guidelines Relating to Marijuana and Related Issues

The Company's operations are subject to a variety laws, regulations and guidelines including relating to the manufacture, management, transportation, storage, and disposal of medical marijuana as well as laws and regulations relating to health and safety, the conduct of operations and the protection of the environment. Approval policies, laws, regulations and guidelines may change during the course of a product candidate’s clinical development and may vary among jurisdictions. Any delays in obtaining, or failure to obtain regulatory approvals, including at the pre-clinical, clinical or marketing stage, would significantly delay the development of markets and products and could have a material adverse effect on the business, results of operations and financial condition of the Company.

Dependence on Key Personnel

The Company strongly depends on the business and technical expertise of its management and it is unlikely that this dependence will decrease in the near term. Loss of the Company’s key personnel could slow the Company’s ability to innovate, although the effect on ongoing operations would be manageable as experienced key operations personnel could be put in place. As the Company’s operations expand, additional general management resources will be required.

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April 30, 2020 MD&A

If the Company expands its operations, the ability of the Company to recruit, train, integrate and manage a large number of new employees is uncertain and failure to do so would have a negative impact on the Company’s business plans.

Conflicts of Interest

The Company’s directors and officers may serve as directors or officers, or may be associated with other reporting companies, or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding on terms with respect to the transaction. If a conflict of interest arises, the Company will follow the provisions of the Business Corporations Act (British Columbia) (the “BCBCA”) in dealing with conflicts of interest. These provisions state that where a director has such a conflict, that director must, at a meeting of the Company’s directors, disclose his or her interest and refrain from voting on the matter unless otherwise permitted by the BCBCA. In accordance with the laws of the Province of British Columbia, the directors and officers of the Company are required to act honestly, in good faith, and in the best interest of the Company.

ADDITIONAL INFORMATION

Additional information about the Company is available on SEDAR at www.sedar.com.

Page 9

SCHEDULE “B”

Financial Statements and MD&A of Indigenous Bloom Hemp Corporation

( See attached )

INDIGENOUS BLOOM HEMP CORPORATION

Condensed Financial Statements

For the Three Months Ended August 31, 2021 (Expressed in Canadian dollars)

(unaudited)

INDIGENOUS BLOOM HEMP CORPORATION Condensed Statements of Financial Position (Expressed in Canadian dollars) (unaudited)

	August 31,	May 31,
	2021	2021
	$	$
Assets
Current assets
Cash	378,698	25,841
Biological assets (Note 3)	6,330,007	–
Prepaid expenses	2,353	48,290
Due from Veritas Pharma Inc. (Note 11)	–	61,252
Total current assets	6,711,058	135,383
Non-current assets
Property and equipment (Note 4)	489,021	415,491
Right-of-use assets (Note 5)	121,176	134,287
Total non-current assets	610,197	549,778
Total assets	7,321,255	685,161
Liabilities
Current liabilities
Accounts payable and accrued liabilities	492,895	243,829
Current portion of loans payable (Note 6)	127,050	127,050
Current portion of lease liabilities (Note 7)	32,524	41,434
Due to Veritas Pharma Inc. (Note 11)	369,364	–
Due to related parties (Note 8)	652,981	652,981
Total current liabilities	1,674,814	1,065,294
Non-current liabilities
Loans payable (Note 6)	25,525	25,525
Lease liabilities (Note 7)	89,980	92,271
Total non-current liabilities	115,505	117,796
Total liabilities	1,790,319	1,183,090
Shareholders’ equity (deficit)
Share capital	347,501	347,501
Share subscriptions receivable	(61,166)	(61,166)
Retained earnings (deficit)	5,244,601	(784,264)
Total shareholders’equity (deficit)	5,530,936	(497,929)
Total liabilities and shareholders’ equity (deficit)	7,321,255	685,161

Nature of operations and continuance of business (Note 1) Commitments (Note 9) Subsequent event (Note 12)

Approved and authorized for issuance on behalf of the Board of Directors on December 7, 2021:

/s/ Allen Szmyrko Allen Szmyrko, Director	/s/ Joshua Matvieshen
	Joshua Matvieshen, Director

(The accompanying notes are an integral part of these condensed financial statements)

1

INDIGENOUS BLOOM HEMP CORPORATION

Condensed Statements of Operations and Comprehensive Loss (Expressed in Canadian dollars)

	Three months	Three months
	ended	ended
	August 31,	August 31,
	2021	2020
	$	$
Expenses
Depreciation (Notes 4 and 5)	30,829	32,344
Insurance	14,664	–
Licenses	–	1,090
Production costs	13,052	9,656
Professional fees	9,238	2,048
Repairs and maintenance	2,199	–
Total expenses	69,982	45,138
Loss before other income (expense)	(69,982)	(45,138)
Other income (expense)
Interest expense	(2,853)	(3,768)
Unrealized gain on change in fair value of biological assets (Note 3)	6,101,700	–
Total other income (expense)	6,098,847	(3,768)
Net income(loss)and comprehensive income(loss)for theperiod	6,028,865	(48,906)
Net earnings(loss) per share,basic and diluted	0.30
Weighted average shares outstanding	20,000,000	16,739,147

(The accompanying notes are an integral part of these condensed financial statements)

2

INDIGENOUS BLOOM HEMP CORPORATION Condensed Statements of Changes in Equity (Deficit) (Expressed in Canadian dollars)

	Share subscriptions receivable $ Retained earnings (deficit) $ Total shareholders’ equity (deficit) $ Share capital Number of shares Amount $
Balance, May 31, 2021 Net income for the period	20,000,000 347,501 (61,166) (784,264) (497,929) – – – 6,028,865 6,028,865
Balance,August 31,2021	20,000,000 347,501 (61,166) 5,244,601 5,530,936
Balance, May 31, 2020 Shares returned and cancelled Shares issued Net loss for the period	100 1 – (384,449) (384,448) (100) – – – – 20,000,000 347,500 (307,500) – 40,000 – – – (48,906) (48,906)
Balance,August 31,2020	20,000,000 347,501 (307,500) (433,355) (393,354)

(The accompanying notes are an integral part of these condensed financial statements)

3

INDIGENOUS BLOOM HEMP CORPORATION Condensed Statements of Cash Flows (Expressed in Canadian dollars) (unaudited)

	Three months	Three months
	ended	ended
	August 31,	August 31,
	2021	2020
	$	$
Operating activities
Net income (loss) for the period	6,028,865	(48,906)
Items not involving cash:
Depreciation	30,829	32,344
Interest expense	2,412	3,193
Unrealized gain on change in fair value of biological assets	(6,101,700)	–
Changes in non-cash operating working capital:
Biological assets	(228,307)	–
Prepaid expenses	45,937	–
Due from Veritas Pharma Inc.	61,252	–
Accounts payable and accrued liabilities	144,205	16,505
Due to relatedparties	–	(3,136)
Net cash used in operatingactivities	(16,507)	–
Financing activities
Proceeds from loan payable	500,000	–
Repayment of loanpayable	(130,636)	–
Net cash provided by financing activities	369,364	–
Change in cash	352,857	–
Cash,beginningofperiod	25,841	–
Cash, end ofperiod	378,698	–
Non-cash investing and financing activities:
Property and equipment included in accounts payable	91,248	344,502
Property and equipment financed by loan payable	–	55,612
Leasepayments recorded in accountspayable and accrued liabilities	13,613	13,215
Cash paid for:
Interest	2,412	3,193
Income taxes	–	–

(The accompanying notes are an integral part of these condensed financial statements)

4

INDIGNEOUS BLOOM HEMP CORPORATION Notes to the Condensed Financial Statements Three Months Ended August 31, 2021 (Expressed in Canadian dollars) (unaudited)

1. Nature of Operations and Continuance of Business

Indigenous Bloom Hemp Corporation (the “Company”) was incorporated on July 31, 2019 under the Canada Business Corporations Act. Its current focus is the production of hemp for commercial use. The Company’s head office is located at 2220 Horizon Drive East, Kelowna, BC, V1Z 3L4.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company is not material and management continues to monitor the situation.

These condensed financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. During the period ended August 31, 2021, the Company did not generate any revenue and had negative cash flow from operations. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholder and related parties, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. These condensed financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material.

2. Significant Accounting Policies

• (a) Statement of Compliance

These condensed financial statements have been prepared in accordance with International Financial Reporting Standards applicable to interim financial information, as outlined in International Accounting Standard (“IAS”) 34, “Interim Financial Reporting” and using the accounting policies consistent with those in the audited financial statements as at and for the year ended May 31, 2021.

These condensed financial statements do not include all disclosures normally provided in annual financial statements and should be read in conjunction with the annual financial statements as at and for the year ended May 31, 2021. Interim results are not necessarily indicative of the results expected for the fiscal year.

• (b) Accounting Standards Issued But Not Yet Effective

A number of new standards, and amendments to standards and interpretations, are not yet effective for the period ended August 31, 2021, and have not been early adopted in preparing these financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

3. Biological Assets

Biological Assets
	$
Balance, May 31, 2021	–
Increase due to capitalized costs	228,307
Unrealized fair value gain on growth of biological assets	6,101,700
Balance,August 31,2021	6,330,007

Biological assets consists of actively growing hemp plants to be harvested as agricultural produce.

5

INDIGNEOUS BLOOM HEMP CORPORATION Notes to the Condensed Financial Statements Three Months Ended August 31, 2021 (Expressed in Canadian dollars) (unaudited)

3. Biological Assets (continued)

The average grow cycle of plants up to the point of harvest is approximately 19 weeks. Plants in production are plants that are in the flowering stage and are valued at fair value less cost to complete and cost to sell, where fair value represents the Company’s selling price per kilogram of cannabidiol (“CBD”) oil extracted from hemp the hemp plants. As at August 31, 2021, it was expected that the Company’s biological assets would yield 12,348 kilograms of CBD oil from the hemp plants harvested. Refer to Note 10 – Fair Value Measurements, for the inputs and sensitivity analysis for the fair value of the biological assets.

4. Property and Equipment

	Building	Equipment	Total
	$	$	$
Cost:
Balance, May 31, 2021	271,653	242,216	513,869
Additions	–	91,248	91,248
Balance,August 31,2021	271,653	333,464	605,117
Accumulated depreciation:
Balance, May 31, 2021	12,185	86,193	98,378
Additions	2,595	15,123	17,718
Balance,August 31,2021	14,780	101,316	116,096
Carrying amounts:
As at May31,2021	259,468	156,023	415,491
As at August 31,2021	256,873	232,148	489,021
Right-of-use Assets
Right-of-use assets is comprised of the following:
			Equipment
			$
Cost:
Balance,May31,2021 and August 31,2021			231,754
Accumulated depreciation:
Balance, May 31, 2021			97,467
Additions			13,111
Balance,August 31,2021			110,578
Carrying amount:
As at May31,2021			134,287
As at August 31,2021			121,176

5. Right-of-use Assets

6

INDIGNEOUS BLOOM HEMP CORPORATION Notes to the Condensed Financial Statements Three Months Ended August 31, 2021 (Expressed in Canadian dollars) (unaudited)

6. Loans Payable

• (a) As at August 31, 2021, the Company owed $37,575 (May 31, 2021 - $37,575) to a non-related party. Under the term of the loan, the amount is secured by first charge over certain of the Company’s equipment, bears interest at 4.65% per annum, and is repayable in one payment of $7,749 and four equal annual installments of $13,797 to the maturity date of January 1, 2024.

• (b) As at August 31, 2021, the Company owed $115,000 (May 31, 2021 - $115,000) to a non-related party which is non-interest bearing, unsecured, and due on demand.

7. Lease Liabilities

Lease Liabilities
	$
Balance, May 31, 2021	133,705
Additions	-
Principal payments	(13,613)
Interest payments	2,412
Balance, August 31, 2021	122,504
Less: current portion	32,524
Non-currentportion	89,980

The lease liability was discounted using the rates noted in the lease agreements, which range from 4.36% - 7.50%.

8. Related Party Transactions

• (a) As at August 31, 2021, the Company owed $647,981 (May 31, 2021 - $647,981) to companies controlled by a significant shareholder of the Company which is unsecured, non-interest bearing, and due on demand.

• (b) As at August 31, 2021, the Company owed $5,000 (May 31, 2021 - $5,000) to a company with a common director and where a significant shareholder of the Company is a director. The amount owed is unsecured, non-interest bearing, and due on demand.

9. Commitments

• (a) On June 1, 2020, the Company entered into a one year service contract with a third-party contractor for farming and cultivation services. Per the agreement, the contractor is to receive $400 per acre planted and $600 per acre harvested, with a minimum area cultivated of 200 acres. The contract was extended for an additional year.

• (b) On January 21, 2021, the Company executed a Technology License Agreement dated November 30, 2020 (as amended on June 6, 2021) with a third party (“Licensor”). The Licensor has developed and invented patent pending technology that can efficiently separate hemp and cannabis plant matter making the harvesting costs effective and streamlined (the “Technology”). The Company and the Licensor intend to commercialize the Technology. The Licensor will be responsible for the support and services of the Technology for a period of five years from November 30, 2020. The Company has an exclusive, worldwide license for which it will pay a license fee of $1,200,000 to the Licensor. The license fee will become due and payable upon the Company completing its first commercial sale of hemp products harvested using the technology and having a commercial value equal to or greater than the license fee. The Licensor will also be entitled to a royalty of 8% of gross sales on licensed products which are manufactured and sold by the licensee during the term of the agreement.

7

INDIGNEOUS BLOOM HEMP CORPORATION Notes to the Condensed Financial Statements Three Months Ended August 31, 2021 (Expressed in Canadian dollars) (unaudited)

10. Fair Value Measurements

The fair values of the Company’s financial instruments, which include cash, due from/to Veritas, accounts payable, loans payable, lease liabilities, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.

Biological assets

The fair value of biological assets is categorized in Level 3 on the fair value hierarchy. The Company measures its biological assets at fair value less costs to sell. This is determined using a model which estimates the expected harvest yield in kilograms for plants that are actively growing, and then adjusts that amount for the expected selling price per kilogram in the market in which the biological asset is growing. The estimates used in determining the fair value of biological assets are subject to volatility and several uncontrollable factors, which could significantly affect the fair value of biological assets in future periods. The significant assumptions used in determining the fair value of biological assets include:

• Expected yield by plant – represents the expected number of kilograms of finished hemp inventory which are expected to be obtained from each harvested hemp plant;

• Wastage of plants – represents the weighted average percentage of biological assets which are expected to fail to mature into hemp plants that can be harvested;

• Duration of the production cycle – represents the weighted average number of weeks out of the 19 week growing cycle that biological assets have reached as of the measurement date;

• Percentage of costs incurred as of this date compared to the total costs expected to be incurred – this is calculated as cost per kilogram of CBD oil extracted from harvested hemp to complete the sale of CBD oil post harvest, consisting of the cost of direct and indirect materials and labour related further production, labeling, and packaging;

• Percentage of costs incurred for each stage of plant growth – represents the direct and indirect production costs incurred that are capitalized; and

• Market values – this is calculated as the current market price per kilogram in the market in which the biological asset is being produced. This is expected to approximate future selling price.

The Company accretes fair value on a straight-line basis according to stage of growth. As a result, a hemp plant that is 50% through its 19 week growing cycle would be ascribed approximately 50% of its harvest date expected fair value. All plants are to be harvested hemp and as at August 31, 2021, on average, were 30% complete. An increase or decrease in the estimated sale price would result in a significant change in the fair value of biological assets.

The following table highlights the sensitivities and impact of changes in significant assumptions to the fair value of biological assets:

fair value of biological assets:
Significant inputs and assumptions Sensitivity inputs Sensitivity	(+/-) Impact on fair value
August 31, 2021 $ Total completed kilograms 7,881 (+/-) 10% kilograms yield Average cost per kilogram to complete production 8,000 (+/-) $800 per kilogram Average selling price per kilogram, less costs 8,000 (+/-) $800 per kilogram	August 31, 2021 $
	6,304,800 6,304,800 12,609,600

8

INDIGNEOUS BLOOM HEMP CORPORATION Notes to the Condensed Financial Statements Three Months Ended August 31, 2021 (Expressed in Canadian dollars) (unaudited)

11. Proposed Transaction

On September 4, 2020, the Company entered into an agreement to be acquired by Indigenous Bloom Hemp Corp. (formerly Veritas Pharma Inc.) (“Veritas”). The Company will transfer 100% of its issued and outstanding shares for aggregate consideration of $28,000,000 to be provided in common shares of Veritas, at a deemed price per share equal to the closing price on the CSE on the day prior to closing.

On April 29, 2021, the acquisition agreement was approved by the shareholders of Veritas. The closing of the acquisition is subject to regulatory and Canadian Securities Exchange approval. Refer to Note 12.

As at August 31, 2021, the Company owed $369,364 to (May 31, 2021 – was owed $61,252 from) Veritas which is non-interest bearing, unsecured, and due on demand.

12. Subsequent Event

On September 1, 2021, the Company received conditional approval of the CSE in respect to its business combination with Veritas. On September 24, 2021, Veritas issued 62,221,972 common shares to complete the business combination with the Company.

9

INDIGENOUS BLOOM HEMP CORPORATION

Financial Statements

For the Year Ended May 31, 2021 and Period from July 31, 2019 (date of incorporation) to May 31, 2020 (Expressed in Canadian dollars)

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of Indigenous Bloom Hemp Corporation

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Indigenous Bloom Hemp Corporation (the “Company”), which comprise the statement of financial position as at May 31, 2021, and the statement of operations and comprehensive loss, statement of changes in shareholders’ equity (deficit) and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at May 31, 2021, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

Without qualifying our opinion, we draw attention to Note 1 to the financial statements which indicates the existence of a material uncertainty that may cast significant doubt about Indigenous Bloom Hemp Corporation ability to continue as a going concern.

Comparative Information

The financial statements of the Company for the year ended May 31, 2020 were audited by another auditor who expressed an unmodified opinion on those statements on January 11, 2021.

Information other than the Financial Statements and the Auditor’s Report thereon

Management is responsible for the other information. The other information comprises the information, other than the financial statements and our auditor’s report thereon, included in Management's discussion and analysis report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's discussion and analysis report prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Mickey Goldstein.

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Vancouver, British Columbia December 7, 2021

Harbourside CPA, LLP Chartered Professional Accountants

Statements of Financial Position (Expressed in Canadian dollars)

INDIGENOUS BLOOM HEMP CORPORATION

	May 31,	May 31,
	2021	2020
	$	$
Assets
Current assets
Cash	25,841	–
Prepaid expenses	48,290	5,000
Due from Veritas Pharma Inc. (Note 11)	61,252	–
Total current assets	135,383	5,000
Non-current assets
Property and equipment (Note 3)	415,491	419,074
Right-of-use assets (Note 4)	134,287	183,207
Total non-current assets	549,778	602,281
Total assets	685,161	607,281
Liabilities
Current liabilities
Accounts payable and accrued liabilities	243,829	190,672
Current portion of loans payable (Note 5)	127,050	11,514
Current portion of lease liabilities (Note 6)	41,434	39,117
Due to related parties (Note 7)	652,981	556,317
Total current liabilities	1,065,294	797,620
Non-current liabilities
Loans payable (Note 5)	25,525	37,574
Lease liabilities (Note 6)	92,271	156,535
Total non-current liabilities	117,796	194,109
Total liabilities	1,183,090	991,729
Shareholders’ deficit
Share capital	347,501	1
Share subscriptions receivable (Notes 7 and 9)	(61,166)	–
Deficit	(784,264)	(384,449)
Total shareholders’deficit	(497,929)	(384,448)
Total liabilities and shareholders’ deficit	685,161	607,281

Nature of operations and continuance of business (Note 1) Commitments (Note 10) Subsequent event (Note 14)

Approved and authorized for issuance on behalf of the Board of Directors on December 7, 2021:

/s/ “Allen Szmyrko” /s/ “Joshua Matvieshen” Allen Szmyrko, Director Joshua Matvieshen, Director

(The accompanying notes are an integral part of these financial statements)

3

INDIGENOUS BLOOM HEMP CORPORATION Statements of Operations and Comprehensive Loss (Expressed in Canadian dollars)

		For the period
		from July 31,
		2019 (date of
	Year ended	incorporation) to
	May 31,	May 31,
	2021	2020
	$	$
Expenses
Depreciation (Notes 3 and 4)	117,044	78,801
Licenses	1,089	42,350
Production costs	196,774	225,979
Professional fees	72,330	12,285
Repairs and maintenance	1,005	2,593
Travel	–	7,806
Total expenses	388,242	369,814
Loss before other expense	(388,242)	(369,814)
Other expense
Interest expense	(11,573)	(14,635)
Net loss and comprehensive loss for theperiod	(399,815)	(384,449)
Net lossper share,basic and diluted	(0.02)	(3,844.49)
Weighted average shares outstanding	19,178,086	100

(The accompanying notes are an integral part of these financial statements)

4

Statements of Changes in Deficit (Expressed in Canadian dollars)

INDIGENOUS BLOOM HEMP CORPORATION

	Share subscriptions receivable $ Deficit $ Total shareholders’ deficit $ Share capital Number of shares Amount $
Balance, July 31, 2019 (date of incorporation) Net loss for the period	100 1 – – 1 – – – (384,449) (384,449)
Balance, May 31, 2020 Shares issued for private placement Shares returned and cancelled Net loss for the year	100 1 – (384,449) (384,448) 20,000,000 347,500 (61,166) – 286,334 (100) – – – – – – – (399,815) (399,815)
Balance,May31,2021	20,000,000 347,501 (61,166) (784,264) (497,929)

(The accompanying notes are an integral part of these financial statements)

5

INDIGENOUS BLOOM HEMP CORPORATION Statements of Cash Flows (Expressed in Canadian dollars)

		For the period
		from July 31,
		2019 (date of
	Year ended	incorporation) to
	May 31,	May 31,
	2021	2020
	$	$
Operating activities
Net loss for the period	(399,815)	(384,449)
Items not involving cash:
Depreciation	117,044	78,801
Interest expense	11,573	14,635
Changes in non-cash operating working capital:
Prepaid expenses	(43,290)	–
Due from Veritas Pharma Inc.	(61,252)	–
Accounts payable and accrued liabilities	53,157	189,730
Due to relatedparties	(52,910)	101,283
Net cash used in operatingactivities	(375,493)	–
Financing activities
Proceeds from loan payable	115,000	–
Proceeds from issuance of common shares	286,334	–
Net cash provided by financing activities	401,334	–
Change in cash	25,841	–
Cash,beginningofperiod	–	–
Cash, end ofperiod	25,841	–
Non-cash investing and financing activities:
Property and equipment purchases paid by related parties	64,541	393,716
Property and equipment financed by loan payable	–	55,612
Lease payments paid by related parties	70,959	48,527
Loan repaymentspaid byrelatedparties	14,074	6,850
Cash paid for:
Interest	11,573	14,635
Income taxes	–	–

(The accompanying notes are an integral part of these financial statements)

6

Notes to the Financial Statements

INDIGNEOUS BLOOM HEMP CORPORATION

Year Ended May 31, 2021 and Period from July 31, 2019 (date of incorporation) to May 31, 2020 (Expressed in Canadian dollars)

1. Nature of Operations and Continuance of Business

Indigenous Bloom Hemp Corporation (the “Company”) was incorporated on July 31, 2019 under the Canada Business Corporations Act. Its current focus is the production of hemp for commercial use. The Company’s head office is located at 2220 Horizon Drive E. Kelowna, BC. V1Z 3L4, Canada.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company is not material and management continues to monitor the situation.

These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. During the period ended May 31, 2021, the Company did not generate any revenue and had a net loss of $399,815. As at May 31, 2021, had a working capital deficit of $929,911 and an accumulated deficit of $784,264. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholder and related parties, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material.

2. Significant Accounting Policies

(a) Basis of Presentation

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board on a going concern basis.

These financial statements have been prepared on a historical cost basis and are presented in Canadian dollars, which is also the Company’s functional currency.

(b) Use of Estimates and Judgments

The preparation of these financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates, and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, revenues, and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.

Significant areas requiring the use of estimates include useful lives and recoverability of property and equipment, assessment of incremental borrowing rate related to the recognition of lease liabilities, and unrecognized deferred income tax assets.

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but is not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company’s ability to continue as a going concern.

7

INDIGNEOUS BLOOM HEMP CORPORATION Notes to the Financial Statements

Year Ended May 31, 2021 and Period from July 31, 2019 (date of incorporation) to May 31, 2020 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (c) Biological Assets

The Company defines biological assets as hemp plants up to the point of harvest. Biological assets are recorded at fair value less estimated costs to sell, unless fair value cannot be reliably measured, in which case they are measured at cost less accumulated depreciation and impairment losses, in accordance with IAS 41 – Agriculture.

Production costs are capitalized to biological assets and include all direct and indirect costs relating to biological transformation. As at May 31, 2021 and 2020, the Company has no biological assets.

• (d) Property and Equipment

Property and equipment are recorded at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following rates:

Building 4% declining balance Farm equipment 30% declining balance

Residual values and useful economic lives are reviewed at least annually, and adjusted if appropriate, at each reporting date. Subsequent expenditure relating to an item of property and equipment is capitalized when it is probable that future economic benefits from the use of the assets will be increased. All other subsequent expenditures are recognized as repairs and maintenance expenses during the period in which they are incurred. Gains and losses on disposal of equipment are determined by comparing the proceeds from disposal with the carrying amount of the asset and are recognized net within other income in the statement of operations.

• (e) Impairment of Non-Financial Assets

At each reporting date, the Company assesses whether there are indicators of impairment for its non-financial assets. If indicators exist, the Company determines if the recoverable amount of the asset or cash generating unit (”CGU”) is greater than its carrying amount. A CGU is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows of other assets or groups of assets. The Company has used geographical proximity, geological similarities, analysis of shared infrastructure, commodity type, assessment of exposure to market risks, and materiality to define its CGUs.

If the carrying amount exceeds the recoverable amount, the asset or CGU is recorded at its recoverable amount with the reduction recognized in the statement of operations. The recoverable amount is the greater of the value in use or fair value less costs to sell. Fair value is the amount the asset could be sold for in an arm’s length transaction. The value in use is the present value of the estimated future cash flows of the asset from its continued use. The fair value less costs to sell considers the continued development of a property and market transactions in a valuation model.

Impairments are reversed in subsequent periods when there has been an increase in the recoverable amount of a previously impaired asset or CGU and these reversals are recognized in the statement of operations. The recovery is limited to the original carrying amount less depreciation, if any, that would have been recorded had the asset not been impaired.

Intangible assets with indefinite useful lives are not amortized but are tested for impairment annually, either individually or at the CGU level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

8

INDIGNEOUS BLOOM HEMP CORPORATION Notes to the Financial Statements

Year Ended May 31, 2021 and Period from July 31, 2019 (date of incorporation) to May 31, 2020 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (f) Financial Instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the respective instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are included in the initial carrying value of the related instrument and are amortized using the effective interest method. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in the statement of operations.

Fair value estimates are made at the statement of financial position date based on relevant market information and information about the financial instrument. All financial instruments are classified into either: fair value through profit or loss (“FVTPL”) or amortized cost.

The Company has made the following classifications:

Cash	Amortized cost
Due from Veritas Pharma Inc.	Amortized cost
Accounts payable	Amortized cost
Loans payable	Amortized cost
Lease liabilities	Amortized cost
Due to related parties	Amortized cost

Financial Assets

The classification of financial assets depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Financial assets at FVTPL

Financial assets are classified as FVTPL when the financial asset is either held for trading or it is designated as FVTPL. A financial asset is classified as held for trading if:

• it has been acquired principally for the purpose of selling it in the near term; or

• on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

Financial assets at amortized cost

Financial assets at amortized cost are non-derivative financial assets which are held within a business model whose objective is to hold assets to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition. Subsequent to initial recognition, financial assets are measured at amortized cost using the effective interest method, less any impairment.

Impairment of financial assets

Financial assets, other than those classified as FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been decreased.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account.

9

INDIGNEOUS BLOOM HEMP CORPORATION Notes to the Financial Statements

Year Ended May 31, 2021 and Period from July 31, 2019 (date of incorporation) to May 31, 2020 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (f) Financial Instruments (continued)

Financial Assets (continued)

Impairment of financial assets (continued)

When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are offset against the allowance account. Changes in the carrying amount of the allowance account are recognized in the statement of operations. Loss allowances are based on the lifetime ECL’s that result from all possible default events over the expected life of the trade receivable, using the simplified approach.

For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through the statement of operations to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

Financial Liabilities and Equity Instruments

Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized as the proceeds received, net of direct issue costs.

Other financial liabilities

Other financial liabilities (including loans and borrowings and trade payables and other liabilities) are initially measured at fair value, net of transaction costs. Subsequently, other financial liabilities are measured at amortized cost using the effective interest method.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

• (g) Leases

At inception of the contract, the Company assesses whether a contract is, or contains, a lease by evaluating if the contract conveys the right to control the use of an identified asset. For contracts that contain a lease, the Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted by any initial direct costs, and costs to dismantle and remove the underlying asset less any lease incentives. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the underlying asset or the end of the lease term. Under IFRS 16, right-of-use assets are tested for impairment in accordance with IAS 36, Impairment of Assets.

10

INDIGNEOUS BLOOM HEMP CORPORATION Notes to the Financial Statements

Year Ended May 31, 2021 and Period from July 31, 2019 (date of incorporation) to May 31, 2020 (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

(g) Leases (continued)

The lease liability is initially measured at the present value of lease payments to be paid subsequent to the commencement date of the lease, discounted either at the interest rate implicit in the lease or the Company’s incremental borrowing rate. The lease payments measured in the initial lease liability include payments for an optional renewal period, if any, if the Company is reasonably certain that it will exercise a renewal extension option. The liability is measured at amortized cost using the effective interest method and will be remeasured when there is a change in either the future lease payments or assessment of whether an extension or other option will be exercised. The lease liability is subsequently adjusted for lease payments and interest on the obligation. Interest expense on the lease obligation is included in the statement of operations.

The Company has elected not to recognize right ‐ of ‐ use assets and lease liabilities for leases with a lease term of less than 12 months and low value assets, and recognizes the lease payments ‐ associated with these leases as an expense on a straight line basis over the lease term, as permitted by IFRS 16.

• (h) Foreign Currency Translation

The functional and reporting currency is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange in effect at the statement of financial position date. Non-monetary items are translated using the historical rate on the date of the transaction. Revenue and expenses are recorded at the rates on the transaction dates. Foreign exchange gains and losses are included in the statement of operations.

• (i) Income Taxes

Current income tax

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in the statement of operations. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income tax

Deferred income tax is provided using the statement of financial position method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

11

INDIGNEOUS BLOOM HEMP CORPORATION Notes to the Financial Statements Year Ended May 31, 2021 and Period from July 31, 2019 (date of incorporation) to May 31, 2020 (Expressed in Canadian dollars)

2. Significant Accounting Policies ( continued)

(j) Loss Per Share

Basic loss per share is computed using the weighted average number of common shares outstanding during the year. The treasury stock method is used for the calculation of diluted loss per share, whereby all “in the money” stock options and share purchase warrants are assumed to have been exercised at the beginning of the period and the proceeds from their exercise are assumed to have been used to purchase common shares at the average market price during the period. When a loss is incurred during the period, basic and diluted losses per share are the same as the exercise of stock options and share purchase warrants is considered to be anti-dilutive. As at May 31, 2021 and 2020, the Company had no potentially dilutive shares outstanding.

(k) Comprehensive Loss

Comprehensive loss is the total non-owner change in equity for a reporting period. This change encompasses all changes in equity other than transactions from shareholders. For the periods ended May 31, 2021 and 2020, the Company did not have any transactions impacting comprehensive income (loss).

• (l) Accounting Standards Issued But Not Yet Effective

A number of new standards, and amendments to standards and interpretations, are not yet effective for the year ended May 31, 2021, and have not been early adopted in preparing these financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

3. Property and Equipment

Property and Equipment
	Building	Equipment	Total
	$	$	$
Cost:
Balance, July 31, 2019 (date of incorporation)	–	–	–
Additions	249,548	199,780	449,328
Balance, May 31, 2020	249,548	199,780	449,328
Additions	22,105	42,436	64,541
Balance,May31,2021	271,653	242,216	513,869
Accumulated depreciation:
Balance, July 31, 2019 (date of incorporation)	–	–	–
Additions	1,834	28,420	30,254
Balance, May 31, 2020	1,834	28,420	30,254
Additions	10,351	57,773	68,124
Balance,May31,2021	12,185	86,193	98,378
Carrying amounts:
As at May31,2020	247,714	171,360	419,074
As at May31,2021	259,468	156,023	415,491

12

INDIGNEOUS BLOOM HEMP CORPORATION

Notes to the Financial Statements

Year Ended May 31, 2021 and Period from July 31, 2019 (date of incorporation) to May 31, 2020 (Expressed in Canadian dollars)

4. Right-of-use Assets

Right-of-use assets is comprised of the following:

Right-of-use assets is comprised of the following:
	Equipment
	$
Cost:
Balance, July 31, 2019 (date of incorporation)	–
Additions	231,754
Balance,May31,2020 and 2021	231,754
Accumulated depreciation:
Balance, July 31, 2019 (date of incorporation)	–
Additions	48,547
Balance, May 31, 2020	48,547
Additions	48,920
Balance,May31,2021	97,467
Carrying amount:
As at May31,2020	183,207
As at May31,2021	134,287

5. Loans Payable

• (a) As at May 31, 2021, the Company owed $37,575 (2020 - $49,088) to a non-related party. Under the term of the loan, the amount is secured by first charge over certain of the Company’s equipment, bears interest at 4.65% per annum, and is repayable in one payment of $7,749 and four equal annual installments of $13,797 to the maturity date of January 1, 2024.

• (b) As at May 31, the Company owed $115,000 (2020 - $nil) to a non-related party which is noninterest bearing, unsecured, and due on demand.

6. Lease Liabilities

Lease Liabilities
	2021	2020
	$	$
Balance, beginning of period		–
Additions	195,652	231,754
Principal payments	(70,959)	(48,527)
Interest payments	9,012	12,425
Balance, end of period	133,705	195,652
Less: current portion	41,434	39,117
Non-currentportion	92,271	156,535

The lease liability was discounted using the rates noted in the lease agreements, which range from 4.36% - 7.50%.

13

INDIGNEOUS BLOOM HEMP CORPORATION

Notes to the Financial Statements

Year Ended May 31, 2021 and Period from July 31, 2019 (date of incorporation) to May 31, 2020 (Expressed in Canadian dollars)

7. Related Party Transactions

• (a) As at May 31, 2021, the Company owed $647,981 (2020 - $551,317) to companies controlled by a significant shareholder of the Company which is unsecured, non-interest bearing, and due on demand.

• (b) As at May 31, 2021, the Company owed $5,000 (2020 - $5,000) to a company with a common director and where a significant shareholder of the Company is a director. The amount owed is unsecured, non-interest bearing, and due on demand.

8. Share Capital

Authorized: Unlimited number of Class A common shares without par value

• (a) On June 15, 2020, the Company issued 16,500,000 common shares at $0.02 per share for proceeds of $330,000 to a significant shareholder of the Company, of which $61,166 is receivable as at May 31, 2021.

• (b) On June 15, 2020, the Company issued 3,500,000 common shares at $0.005 per share for proceeds of $17,500 to a significant shareholder of the Company.

• (c) On June 15, 2020, the Company cancelled the 100 founder’s shares.

• (d) On July 31, 2019, the Company issued 100 common shares for proceeds of $1 as founder’s shares.

9. Capital Management

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of equity comprised of issued share capital.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under the specific circumstances.

The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from incorporation.

10. Commitments

• (a) On June 1, 2020, the Company entered into a one year service contract with a third-party contractor for farming and cultivation services. Per the agreement, the contractor is to receive $400 per acre planted and $600 per acre harvested, with a minimum area cultivated of 200 acres. The contract was extended for an additional year.

• (b) On January 21, 2021, the Company executed a Technology License Agreement dated November 30, 2020 (as amended on June 6, 2021) with a third party (“Licensor”). The Licensor has developed and invented patent pending technology that can efficiently separate hemp and cannabis plant matter making the harvesting costs effective and streamlined (the “Technology”). The Company and the Licensor intend to commercialize the Technology. The Licensor will be responsible for the support and services of the Technology for a period of five years from November 30, 2020. The Company has an exclusive, worldwide license for which it will pay a license fee of $1,200,000 to the Licensor. The license fee will become due and payable upon the Company completing its first commercial sale of hemp products harvested using the technology and having a commercial value equal to or greater than the license fee. The Licensor will also be entitled to a royalty of 8% of gross sales on licensed products which are manufactured and sold by the licensee during the term of the agreement.

14

INDIGNEOUS BLOOM HEMP CORPORATION

Notes to the Financial Statements

Year Ended May 31, 2021 and Period from July 31, 2019 (date of incorporation) to May 31, 2020 (Expressed in Canadian dollars)

11. Proposed Transaction

On September 4, 2020, the Company entered into an agreement to be acquired by Veritas Pharma Inc. (“Veritas”). The Company will transfer 100% of its issued and outstanding shares for aggregate consideration of $28,000,000 to be provided in common shares of Veritas, at a deemed price per share equal to the closing price on the CSE on the day prior to closing.

On April 29, 2021, the acquisition agreement was approved by the shareholders of Veritas. The closing of the acquisition is subject to regulatory and Canadian Securities Exchange approval. Refer to Note 14.

As at May 31, 2021, the Company is owed $61,252 (2020 - $nil) from Veritas which is non-interest bearing, unsecured, and due on demand.

12. Financial Instruments and Risk Management

• (a) Fair Values

Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:

• Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and,

• Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair values of the Company’s financial instruments, which include cash, due from Veritas, accounts payable, loans payable, lease liabilities, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.

(b) Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. The carrying amount of financial assets represents the maximum credit exposure.

• (c) Foreign Exchange Rate Risk

Foreign exchange risk is the risk that the Company’s financial instruments will fluctuate in value as a result of movements in foreign exchange rates. Foreign exchange risk arises from purchase transactions. The Company is not exposed to significant currency risk.

• (d) Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk as it does not have any liabilities with variable rates.

• (e) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's objective to managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company relies on raising debt or equity financing in a timely manner.

15

INDIGNEOUS BLOOM HEMP CORPORATION

Notes to the Financial Statements

Year Ended May 31, 2021 and Period from July 31, 2019 (date of incorporation) to May 31, 2020 (Expressed in Canadian dollars)

13. Income Taxes

The Company is subject to Canadian federal and provincial taxes at the rate of 11%. The tax effect of the significant temporary differences, which comprise deferred income tax assets and liabilities, are as follows:

as follows:
	2021	2020
	$	$
Canadian statutory income tax rate	114%	11%
Income tax recovery at statutory rate	(43,980)	(42,289)
Tax effect of:
Permanent differences and other	(213)	276
Change in unrecognized deferred income tax assets	44,193	42,013
Income taxprovision		–

The significant components of deferred income tax assets and liabilities are as follows:

	2021	2020
	$	$
Deferred income tax assets (liabilities)
Non-capital losses carried forward	92,021	43,614
Property and equipment	(5,751)	(2,715)
Right-of-use assets	(64)	(980)
Unrecognized deferred income tax assets	(86,206)	(42,013)
Net deferred income tax asset	–	–

As at May 31, 2021, the Company has not recognized a deferred tax asset in respect of non-capital - loss carryforwards of $836,558 (2020 $396,487) which may be carried forward to apply against future income for Canadian income tax purposes, subject to the final determination by taxation authorities, expiring in the following years:

	$
2040	396,487
2041	440,071
	836,558

14. Subsequent Event

On September 1, 2021, the Company received conditional approval of the CSE in respect to its business combination with Veritas. On September 24, 2021, Veritas issued 62,221,972 common shares to complete the business combination with the Company.

16

INDIGENOUS BLOOM HEMP CORPORATION

Financial Statements

For the Period from July 31, 2019 (date of incorporation) to May 31, 2020 (Expressed in Canadian dollars)

Independent Auditor's Report

To the Shareholder of Indigenous Bloom Hemp Corporation:

Opinion

We have audited the financial statements of Indigenous Bloom Hemp Corporation (the "Company"), which comprise the statement of financial position as at May 31, 2020, and the statement of operations and comprehensive loss, statement of changes in equity and statement of cash flows for the period from July 31, 2019 (date of incorporation) to May 31, 2020, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at May 31, 2020, and its financial performance and its cash flows for the period from July 31, 2019 (date of incorporation) to May 31, 2020 in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that during period from July 31, 2019 (date of incorporation) to May 31, 2020, the Company did not generate any revenues and had a net loss of $384,449. As at May 31, 2020, has a working capital deficit of $792,620 and an accumulated deficit of $384,449. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor's Responsibilities for the Audit of the Financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Jian-Kun Xu.

Vancouver, British Columbia

January 11, 2021

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Chartered Professional Accountants

INDIGENOUS BLOOM HEMP CORPORATION Statement of Financial Position (Expressed in Canadian dollars)

	May 31,
	2020
	$
Assets
Current assets
Prepaids	5,000
Total current assets	5,000
Non-current assets
Property and equipment (Note 3)	419,074
Right of use assets (Note 4)	183,207
Total non-current assets	602,281
Total assets	607,281
Liabilities
Current liabilities
Accounts payable and accrued liabilities	190,672
Current portion of loan payable (Note 5)	11,514
Current portion of lease liabilities (Note 6)	39,117
Due to related parties (Note 7)	556,317
Total current liabilities	797,620
Non-current liabilities
Loan payable (Note 5)	37,574
Lease liabilities (Note 6)	156,535
Total non-current liabilities	194,109
Total liabilities	991,729
Shareholder’s deficit
Share capital	1
Deficit	(384,449)
Total shareholder’s deficit	(384,448)
Total liabilities and shareholder’s deficit	607,281

Nature of operations and continuance of business (Note 1) Subsequent events (Note 12)

Approved and authorized for issuance on behalf of the Board of Directors on January 11, 2021:

“Allen Szmyrko ”, Director “Joshua Matvieshen ”, Director Allen Szmyrko, Director Joshua Matvieshen, Director

(The accompanying notes are an integral part of these financial statements)

3

INDIGENOUS BLOOM HEMP CORPORATION Statement of Operations and Comprehensive Loss (Expressed in Canadian dollars)

INDIGENOUS BLOOM HEMP CORPORATION Statement of Operations and Comprehensive Loss (Expressed in Canadian dollars)
	For the period from July 31, 2019 (date of incorporation) to May 31, 2020 $
Expenses Depreciation (Notes 3 and 4) Interest Licenses Production costs Professional fees Repairs and maintenance Travel	78,801 14,635 42,350 225,979 12,285 2,593 7,806
Total expenses	384,449
Net loss and comprehensive loss for theperiod	(384,449)
Net lossper share,basic and diluted	(3,844)
Weighted average shares outstanding	100

(The accompanying notes are an integral part of these financial statements)

4

Statement of Changes in Equity (Expressed in Canadian dollars)

INDIGENOUS BLOOM HEMP CORPORATION

	Total Share capital shareholder’s Number of shares Amount $ Deficit $ deficit $
Balance, July 31, 2019 (date of incorporation) 100 1 – 1 Net loss for the period – – (384,449) (384,449)
Balance,May31,2020 100 1 (384,449) (384,448)

(The accompanying notes are an integral part of these financial statements)

5

INDIGENOUS BLOOM HEMP CORPORATION Statement of Cash Flows (Expressed in Canadian dollars)

INDIGENOUS BLOOM HEMP CORPORATION Statement of Cash Flows (Expressed in Canadian dollars)
	For the period from July 31, 2019 (date of incorporation) to May 31, 2020 $
Operating activities Net loss for the period Items not involving cash: Depreciation Interest expense Changes in non-cash operating working capital: Accounts payable and accrued liabilities Due to relatedparties	(384,449) 78,801 14,635 189,730 101,283
Net cash used in operatingactivities	–
Change in cash Cash,beginningofperiod	– –
Cash, end ofperiod	–
Non-cash investing and financing activities: Property and equipment purchases paid by related parties Property and equipment financed by loan payable Lease payments paid by related parties Loan repaymentspaid byrelatedparties	393,716 55,612 48,527 6,850

(The accompanying notes are an integral part of these financial statements)

6

Statement of Cash Flows

INDIGENOUS BLOOM HEMP CORPORATION

(Expressed in Canadian dollars)

1. Nature of Operations and Continuance of Business

Indigenous Bloom Hemp Corporation (the “Company”) was incorporated on July 31, 2019 under the Canada Business Corporations Act. Its current focus is the production of hemp for commercial use. The Company’s head office is located at Suite 4000, 199 Bay Street, Toronto, ON.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company is not material and management continues to monitor the situation.

These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. During the period ended May 31, 2020, the Company did not generate any revenue and had a net loss of $384,449. As at May 31, 2020, had a working capital deficit of $792,620 and an accumulated deficit of $384,449. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholder and related parties, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Significant Accounting Policies

• (a) Basis of Presentation

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board on a going concern basis.

These financial statements have been prepared on a historical cost basis and are presented in Canadian dollars, which is also the Company’s functional currency.

• (b) Use of Estimates and Judgments

The preparation of these financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates, and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, revenues, and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.

Useful lives and recoverability of property and equipment

Property, plant and equipment are amortized based on the estimated useful life less their estimated residual value. Actual useful life and residual values may vary depending on a number of factors including internal technical evaluation, physical condition of the assets and experience with similar assets.

Current and deferred taxation

The determination of income tax expense and the composition of deferred income tax assets and liabilities involves judgment and estimates as to the future taxable earnings, expected timing of reversals of deferred income tax assets and liabilities, and interpretations of tax laws. The Company is subject to assessments by tax authorities who may interpret the tax law differently. Changes in these interpretation, judgements and estimates may materially affect the final

(The accompanying notes are an integral part of these financial statements)

7

INDIGENOUS BLOOM HEMP CORPORATION Statement of Cash Flows (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (b) Use of Estimates and Judgments (continued)

amount of current and deferred income tax provisions, deferred income tax assets and liabilities, and results of operations.

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but is not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company’s ability to continue as a going concern.

• (c) Biological Assets

The Company defines biological assets as hemp plants up to the point of harvest. Biological assets are recorded at fair value less estimated costs to sell, unless fair value cannot be reliably measured, in which case they are measured at cost less accumulated depreciation and impairment losses, in accordance with IAS 41 – Agriculture.

Production costs are capitalized to biological assets and include all direct and indirect costs relating to biological transformation. As at May 31, 2020, the Company has no biological assets.

• (d) Property and Equipment

Property and equipment are recorded at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following rates:

Building 4% declining balance Farm equipment 30% declining balance

Residual values and useful economic lives are reviewed at least annually, and adjusted if appropriate, at each reporting date. Subsequent expenditure relating to an item of property and equipment is capitalized when it is probable that future economic benefits from the use of the assets will be increased. All other subsequent expenditures are recognized as repairs and maintenance expenses during the period in which they are incurred. Gains and losses on disposal of equipment are determined by comparing the proceeds from disposal with the carrying amount of the asset and are recognized net within other income in the statement of operations.

• (e) Impairment of Non-Financial Assets

At each reporting date, the Company assesses whether there are indicators of impairment for its non-financial assets. If indicators exist, the Company determines if the recoverable amount of the asset or cash generating unit (”CGU”) is greater than its carrying amount. A CGU is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows of other assets or groups of assets. The Company has used geographical proximity, geological similarities, analysis of shared infrastructure, commodity type, assessment of exposure to market risks, and materiality to define its CGUs.

If the carrying amount exceeds the recoverable amount, the asset or CGU is recorded at its recoverable amount with the reduction recognized in the consolidated statement of operations. The recoverable amount is the greater of the value in use or fair value less costs to sell. Fair value is the amount the asset could be sold for in an arm’s length transaction. The value in use is the present value of the estimated future cash flows of the asset from its continued use. The fair value less costs to sell considers the continued development of a property and market transactions in a valuation model.

Impairments are reversed in subsequent periods when there has been an increase in the recoverable amount of a previously impaired asset or CGU and these reversals are recognized in the consolidated statement of operations. The recovery is limited to the original carrying amount less depreciation, if any, that would have been recorded had the asset not been impaired.

(The accompanying notes are an integral part of these financial statements)

8

INDIGENOUS BLOOM HEMP CORPORATION Statement of Cash Flows (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (e) Impairment of Non-Financial Assets (continued)

Intangible asset with indefinite useful lives are not amortized but are tested for impairment annually, either individually or at the CGU level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

• (f) Financial Instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the respective instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are included in the initial carrying value of the related instrument and are amortized using the effective interest method. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in the statement of operations.

Fair value estimates are made at the statement of financial position date based on relevant market information and information about the financial instrument. All financial instruments are classified into either: fair value through profit or loss (“FVTPL”) or amortized cost.

The Company has made the following classifications:

Accounts payable and accrued liabilities	Amortized cost
Loan payable	Amortized cost
Lease liabilities	Amortized cost
Due to related parties	Amortized cost

Financial Assets

The classification of financial assets depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Financial assets at FVTPL

Financial assets are classified as FVTPL when the financial asset is either held for trading or it is designated as FVTPL. A financial asset is classified as held for trading if:

• it has been acquired principally for the purpose of selling it in the near term; or

• on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

Financial assets at amortized cost

Financial assets at amortized cost are non-derivative financial assets which are held within a business model whose objective is to hold assets to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition. Subsequent to initial recognition, financial assets are measured at amortized cost using the effective interest method, less any impairment.

Impairment of financial assets

Financial assets, other than those classified as FVTPL, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the

(The accompanying notes are an integral part of these financial statements)

9

INDIGENOUS BLOOM HEMP CORPORATION Statement of Cash Flows (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (f) Financial Instruments (continued)

Financial Assets (continued)

Impairment of financial assets (continued)

initial recognition of the financial asset, the estimated future cash flows of the investment have been decreased.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account.

When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are offset against the allowance account. Changes in the carrying amount of the allowance account are recognized in the statement of operations. Loss allowances are based on the lifetime ECL’s that result from all possible default events over the expected life of the trade receivable, using the simplified approach.

For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through the statement of operations to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

Financial Liabilities and Equity Instruments

Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized as the proceeds received, net of direct issue costs.

Other financial liabilities

Other financial liabilities (including loans and borrowings and trade payables and other liabilities) are initially measured at fair value, net of transaction costs. Subsequently, other financial liabilities are measured at amortized cost using the effective interest method.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

• (g) Leases

At inception of the contract, the Company assesses whether a contract is, or contains, a lease by evaluating if the contract conveys the right to control the use of an identified asset. For contracts that contain a lease, the Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted by any initial direct costs, and costs to

(The accompanying notes are an integral part of these financial statements)

10

INDIGENOUS BLOOM HEMP CORPORATION Statement of Cash Flows (Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

• (g) Leases (continued)

dismantle and remove the underlying asset less any lease incentives. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the underlying asset or the end of the lease term. Under IFRS 16, right-of-use assets are tested for impairment in accordance with IAS 36, Impairment of Assets.

The lease liability is initially measured at the present value of lease payments to be paid subsequent to the commencement date of the lease, discounted either at the interest rate implicit in the lease or the Company’s incremental borrowing rate. The lease payments measured in the initial lease liability include payments for an optional renewal period, if any, if the Company is reasonably certain that it will exercise a renewal extension option. The liability is measured at amortized cost using the effective interest method and will be remeasured when there is a change in either the future lease payments or assessment of whether an extension or other option will be exercised. The lease liability is subsequently adjusted for lease payments and interest on the obligation. Interest expense on the lease obligation is included in the statement of operations.

The Company has elected not to recognize right ‐ of ‐ use assets and lease liabilities for leases with a lease term of less than 12 months and low value assets, and recognizes the lease payments associated with these leases as an expense on a straight ‐ line basis over the lease term, as permitted by IFRS 16.

• (h) Foreign Currency Translation

The functional and reporting currency is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange in effect at the statement of financial position date. Non-monetary items are translated using the historical rate on the date of the transaction. Revenue and expenses are recorded at the rates on the transaction dates. Foreign exchange gains and losses are included in the statement of operations.

• (i) Income Taxes

Current income tax

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in the statement of operations. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income tax

Deferred income tax is provided using the statement of financial position method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

(The accompanying notes are an integral part of these financial statements)

11

INDIGENOUS BLOOM HEMP CORPORATION Statement of Cash Flows (Expressed in Canadian dollars)

2. Significant Accounting Policies ( continued)

(j) Loss Per Share

Basic loss per share is computed using the weighted average number of common shares outstanding during the year. The treasury stock method is used for the calculation of diluted loss per share, whereby all “in the money” stock options and share purchase warrants are assumed to have been exercised at the beginning of the period and the proceeds from their exercise are assumed to have been used to purchase common shares at the average market price during the period. When a loss is incurred during the period, basic and diluted losses per share are the same as the exercise of stock options and share purchase warrants is considered to be antidilutive. As at May 31, 2020, the Company had no potentially dilutive shares outstanding.

(k) Comprehensive Loss

Comprehensive loss is the total non-owner change in equity for a reporting period. This change encompasses all changes in equity other than transactions from shareholders. For the period ended May 31, 2020, the Company did not have any transactions impacting comprehensive income (loss).

• (l) Accounting Standards Issued But Not Yet Effective

A number of new standards, and amendments to standards and interpretations, are not yet effective for the period ended May 31, 2020, and have not been early adopted in preparing these financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

3. Property and Equipment

Property and Equipment
	Building	Equipment	Total
	$	$	$
Cost:
Balance, July 31, 2019 (date of incorporation)	–	–	–
Additions	249,548	199,780	449,328
Balance,May31,2020	249,548	199,780	449,328
Accumulated depreciation:
Balance, July 31, 2019 (date of incorporation)	–	–	–
Additions	1,834	28,420	30,254
Balance,May31,2020	1,834	28,420	30,254
Carrying amounts:
As at May31,2020	247,714	171,360	419,074

(The accompanying notes are an integral part of these financial statements)

12

INDIGENOUS BLOOM HEMP CORPORATION Statement of Cash Flows (Expressed in Canadian dollars)

4. Right-of-use Assets

Right-of-use assets is comprised of the following:

Right-of-use assets is comprised of the following:
	Equipment
	$
Cost:
Balance, July 31, 2019 (date of incorporation)	–
Additions	231,754
Balance,May31,2020	231,754
Accumulated depreciation:
Balance, July 31, 2019 (date of incorporation)	–
Additions	48,547
Balance,May31,2020	48,547
Carrying amount:
As at May31,2020	183,207

5. Loan Payable

As at May 31, 2020, the Company owed $49,088 to a non-related party. Under the term of the loan, the amount is secured by first charge over certain of the Company’s equipment, bears interest at 4.65% per annum, and is repayable in one payment of $7,749 and four equal annual installments of $13,797 to the maturity date of January 1, 2024.

6. Lease Liabilities

Lease Liabilities
	$
Balance, July 31, 2019 (date of incorporation)	–
Present value of lease obligations at inception	231,754
Less: lease payments	(48,527)
Interest expense	12,425
Balance, May 31, 2020	195,652
Less: current portion	39,117
Non-currentportion	156,535

The lease liability was discounted using the rates noted in the lease agreements, which range from 4.36% - 7.50%.

7. Related Party Transactions

• (a) As at May 31, 2020, the Company owed $551,317 to companies controlled by the sole shareholder of the Company which is unsecured, non-interest bearing, and due on demand.

• (b) As at May 31, 2020, the Company owed $5,000 to a company with a common director and where the sole shareholder of the Company is a director. The amount owed is unsecured, noninterest bearing, and due on demand.

(The accompanying notes are an integral part of these financial statements)

13

INDIGENOUS BLOOM HEMP CORPORATION Statement of Cash Flows (Expressed in Canadian dollars)

8. Share Capital

Authorized: Unlimited number of Class A common shares without par value

On July 31, 2019, the Company issued 100 common shares for proceeds of $1 as founder’s shares.

9. Capital Management

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of equity comprised of issued share capital.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issuances or by undertaking other activities as deemed appropriate under the specific circumstances.

The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from incorporation.

10. Financial Instruments and Risk Management

• (a) Fair Values

Fair value measurements are classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The fair value hierarchy has the following levels:

• Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and,

• Level 3 - valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair values of financial instruments, which include accounts payable and accrued liabilities, loan payable, lease liabilities, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.

(b) Credit Risk

The Company does not have any financial instruments that potentially subject the Company to a concentration of credit risk.

• (c) Foreign Exchange Rate Risk

Foreign exchange risk is the risk that the Company’s financial instruments will fluctuate in value as a result of movements in foreign exchange rates. Foreign exchange risk arises from purchase transactions. The Company is not exposed to significant currency risk.

• (d) Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk as it does not have any liabilities with variable rates.

• (e) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's objective to managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company relies on raising debt or equity financing in a timely manner.

(The accompanying notes are an integral part of these financial statements)

14

Statement of Cash Flows (Expressed in Canadian dollars)

INDIGENOUS BLOOM HEMP CORPORATION

11. Income Taxes

The Company is subject to Canadian federal and provincial taxes at the rate of 11%. The tax effect of the significant temporary differences, which comprise deferred income tax assets and liabilities, are as follows:

are as follows:
	2020
	$
Canadian statutory income tax rate	27%
Income tax recovery at statutory rate	(103,801)
Tax effect of:
Permanent differences and other	276
Small business deduction	61,512
Change in unrecognized deferred income tax assets	42,013
Income taxprovision	–

Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities.

The following table summarizes the components of deferred tax:

	May 31, 2020
	$
Deferred income tax assets
Non-capital loss carryforwards	22,868
Deferred income tax liabilities
Right-of-use assets	(20,153)
Property and equipment	(2,715)
	(22,868)
Net deferred income tax assets (liabilities)	-

Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

s:
	May 31,	2020
	$
Lease liabilities		195,652
Non-capital losses carried forward		188,598
		384,250

As at May 31, 2020, the Company has a non-capital loss carried forward of $188,598, which is available to offset future years’ taxable income. This loss expires in 2040.

(The accompanying notes are an integral part of these financial statements)

15

INDIGNEOUS BLOOM HEMP CORPORATION

Notes to the Financial Statements For the Period from July 31, 2019 (date of incorporation) to May 31, 2020 (Expressed in Canadian dollars)

12. Subsequent Events

• (a) On June 1, 2020, the Company signed a service contract with a third-party contractor for farming and cultivation services. Per the agreement, the contractor is to receive $400 per acre planted and $600 per acre harvested, with a minimum area cultivated of 200 acres.

• (b) On June 15, 2020, the Company cancelled the 100 founder’s shares.

• (c) On June 15, 2020, the Company issued 3,500,000 common shares at $0.005 per share for proceeds of $17,500 to the sole shareholder of the Company.

• (d) On June 15, 2020, the Company issued 16,500,000 common shares at $0.02 per share for proceeds of $330,000, to the sole shareholder of the Company.

• (e) On September 4, 2020, the Company entered into an agreement to be acquired by Veritas Pharma Inc. (“Veritas”). The Company will transfer 100% of its issued and outstanding shares for aggregate consideration of $28,000,000 to be provided in common shares of Veritas, at a deemed price per share equal to the closing price on the CSE on the day prior to closing.

• (f) Subsequent to May 31, 2020, the Company received loan proceeds of $40,156 from the sole shareholder of the Company and $4,520 from a company controlled by the sole shareholder of the Company. The loans payable is non-interest bearing, unsecured, and due on demand.

16

INDIGENOUS BLOOM HEMP CORPORATION

Management’s Discussion & Analysis

Quarter Ended August 31, 2021

DATE OF REPORT: December 7, 2021

The following Management's Discussion and Analysis (“MD&A) should be read together with the unaudited financial statements and accompanying notes for the quarter ended August 31, 2021 and related notes hereto, which are prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are stated in Canadian dollars unless otherwise indicated.

This management’s discussion and analysis includes certain statements that may be deemed "forward- looking statements". Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guaranteeing of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.

This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws that may not be based on historical fact, including, without limitation, statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar expressions. Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. Forward-looking statements in this MD&A include but are not limited to statements relating to:

• our ability to obtain funding for our operations, including funding for commercial activities;

• • our ability to achieve profitability;

• our ability to establish and maintain relationships with collaborators with acceptable development, regulatory and commercialization expertise and the benefits to be derived from such collaborative efforts;

• the implementation of our business model and strategic plans;

• our ability to develop and commercialize our products;

• our expectations regarding federal, provincial, and foreign regulatory requirements;

• the accuracy of our estimates of the size and characteristics of the markets that may be addressed by our products;

• our expectations regarding market risk, including interest rate changes, and foreign currency fluctuations;

• our ability to engage and retain the consultants/employees required to grow our business;

• the compensation that is expected to be paid to employees and consultants of the Company;

• our future financial performance and projected expenditures;

• developments relating to our competitors and our industry; and

• estimates of our expenses, capital requirements, and our needs for additional financing.

Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. In making the forward- looking statements included in this MD&A, the Company has made various material assumptions, including, but not limited to: (i) obtaining regulatory approvals; (ii) general business and economic conditions; (iii) the availability of financing on reasonable terms; (iv) the Company’s ability to attract and retain skilled staff; (v) market competition; and (vi) the products offered by the Company’s competitors.

In evaluating forward-looking statements, current and prospective shareholders should specifically consider various factors, including the risks outlined below under the heading “Financial Instruments and Risks”. Should one or more of these risks or uncertainties, or a risk that is not currently known to us materialize, or should

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assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this MD&A and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by applicable securities laws. Investors are cautioned that forward-looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward-looking statements.

OVERVIEW

Indigenous Bloom Hemp Corporation (the “Company”) currently operates a large-scale industrial hemp farm in southern Manitoba on approximately 200 acres of zoned farmland.

For the 2021 harvest year, the Company seeded 200 acres of which 160 acres were planted with Abound Seed and 40 acres were planted with a combination of female clones of the Cherry Blossom and Sentium varieties.

The Company’s license application is currently being processed by Health Canada and the Company expects to be fully licensed under the Cannabis Act to cultivate, and handle Hemp as per the 2018 Cannabis Act (as defined below).

The primary business of the Company is the sale of hemp biomass and flower (“Hemp”), phytocannabinoid rich (“PCR”) extracts derived from hemp biomass (“Hemp Extracts”). The Company is currently in the process of developing, through acquisition and construction, Hemp Products for general consumer end-use. All of the PCR Hemp, Hemp Extracts and future Hemp Products sold by the Company contain (or will contain, as applicable) less than 0.3% THC (as defined below), ensuring that they are compliant with the Cannabis Act (as defined below), thus falling under the definition of industrial hemp.

Beyond Manitoba, the Company is currently either engaged in, or negotiating, processing agreements in British Columbia and other provinces, making it possible to have sales of CBC concentrate in 2021 - 2022. Based upon historical yields in each region, the Company is projecting a 2021 fall harvest of approximately 5,400 kg of Hemp concentrate on each 200 acres planted.

Cultivation Operations

The growing region in Manitoba is widely regarded in the industry as one of the best climates in North America for the cultivation of Hemp and is a key part of the Company’s growth strategy.

The Company is currently planting crops using cannabidiol (“CBD”) dominant genetics. These genetics are projected to yield plants that contain a minimum of 5% CBD content.

As part of its long-term growth and efficiency protocols, the Company has mechanized substantial parts of its operation, including the use of combines for harvesting, and tunnel/barrel dryers for post harvesting.

Processing

The company is negotiating with a Health Canada licensed extraction firm in Ontario to perform contract extraction services of CBD from the hemp produced by the Company. Our Products

The Company currently has two primary products which it plans to sell and is in the process of expanding its product line. The Company’s primary product to date is Hemp Biomass, which is sold pre-processed to customers and partners who process the biomass into Hemp Extracts. The Company has cultivated approximately 100,000 kg of Hemp Biomass to date.

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Development of Business

The Company has negotiated the purchase of Intellectual Property (specialized processing procedures and systems) as well as patent pending machinery to concentrate its biomass at the cost of $1.2 million. This will allow for onsite processing as the 2021 crop is harvested. Further processing at the consumer level is planned once licensing is granted and in late 2022 further refinement of the product will take place in a newly designed facility.

Competition within the Industry

The markets for businesses in the CBD and hemp oil industries are competitive and evolving. In particular, the Company faces strong competition from both existing and emerging companies that offer similar products. Some of its current and potential competitors may have longer operating histories, greater financial, marketing and other resources and larger customer bases than the Company. Given the rapid changes affecting the global, national, and regional economies generally and the CBD industry in particular, the Company may not be able to create and maintain a competitive advantage in the marketplace. The Company’s success will depend on its ability to keep pace with any changes in such markets, especially in light of legal and regulatory changes. Its success will depend on the Company’s ability to respond to, among other things, changes in the economy, market conditions, and competitive pressures. Any failure by the Company to anticipate or respond adequately to such changes could have a material adverse effect on its financial condition, operating results, liquidity, cash flow and operational performance.

Intra-Industry Competition

The number of competitors in the Company’s market segment is expected to increase, both nationally and internationally, which could negatively impact the Company’s market share and demand for products. There is potential that the Company will face intense competition from other companies, some of which can be expected to have longer operating histories and more financial resources and manufacturing and marketing experience than the Company. Increased competition by larger and better financed competitors could materially and adversely affect the business, financial condition and results of operations of the Company. The Company also faces competition from producers who may not comply with applicable regulations. As a result, such producers may have lower operating costs, make impermissible claims and utilize other competitive advantages based on circumvention of regulatory requirements. To remain competitive, the Company will require continued significant investment in research and development, marketing, sales and customer support. The Company may not have sufficient resources to maintain research and development, marketing, sales and customer support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations of the Company. Increased international competition might lower the demand for the Company’s products on a global scale. See - Risk Factors.

Short Term Objectives and How We Intend to Achieve Them

Short term success will be influenced by the achievement of full mechanization of harvest and post harvest processing. The Company’s objectives include having the harvesting equipment operating at maximum yield with the ability to process over 1,000 acres per season of which will be a mix of the company’s product as well as 3[rd] party harvest product which would be sub-contracted. Profitability of the short-term successes will directly impact the Company’s ability to meet its long-term objectives.

Long Term Objectives Business

The Company’s long-term objective is to achieve vertical integration of its operations, positioning itself as a leading producer of industrial hemp in North America and globally. The Company plans to eventually produce its own distillate and sell its own product and has retained an agent to prepare the application for a Processing and Sales with Possession License.

Beyond this, the Company intends to continue expansion of its consumer-packaged-goods formulation and manufacturing capability, either through internal growth, acquisitions and or joint ventures along with

Page 4

construction of a larger facility in 2023, at an estimated total cost of $5 million.

On January 21, 2021, the Company executed a Technology License Agreement dated November 30, 2020 with a third party (“Licensor”). The Licensor has developed and invented patent pending technology that can efficiently separate hemp and cannabis plant matter making the harvesting costs effective and streamlined (the “Technology”). The Company and the Licensor intend to commercialize the Technology. The Licensor will be responsible for the support and services of the Technology for a period of five years from November 30, 2020. The Company has an exclusive, worldwide license for which it will pay a license fee of $1,200,000 to the Licensor. The Licensor will also be entitled to a royalty of 8% of gross sales on licensed products which are manufactured and sold by the licensee during the term of the agreement.

SUMMARY OF QUARTERLY RESULTS

The following is a summary of the Company’s financial results for the eight most recently completed quarters:

		Quarter ended	Quarter ended
	8/31/21 $	5/31/21 $	2/28/21 $	11/30/20
Revenue Net income (loss) Earnings (loss) per share, basic and diluted	– 6,028,865 0.30	– (58,541) –	– (80,560) –	– (211,808) (0.01)

		Quarter ended	Quarter ended
	8/31/20 $	5/31/20 $	2/29/20 $	11/30/19 $
Revenue Net loss Loss pershare, basic and diluted	– (48,906) –	– (108,453) (108.45)	– (51,891) (518.91)	– (87,701) (877.01)

The quarter ended August 31, 2021 includes an unrealized gain on changes in fair value of biological assets of $6,101,700.

LIQUIDITY AND CAPITAL RESOURCES

As at August 31, 2021, the Company had working capital of $5,036,244 (May 31, 2021 – deficit of $929,911).

The Company will require additional working capital to meet its primary business objectives over the next 12 months. Since the Company will not be able to generate cash from its operations for the foreseeable future, the Company will have to rely on the funding through future equity issuances and through short-term borrowing in order to fund ongoing operations and to meet its obligations. The ability of the Company to raise capital will depend on market conditions and it may not be possible for the Company to issue shares on acceptable terms or at all.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

An analysis of the material components of the Company’s general and administrative expenses is disclosed in the unaudited financial statements for the quarter ended August 31, 2021 to which this MD&A relates.

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DISCLOSURE OF OUTSTANDING SHARE DATA

Common Shares

As at December 7, 2021, the Company has 20,000,000 shares outstanding.

Share Purchase Warrants

As at December 7, 2021, the Company does not have any share purchase warrants outstanding.

Stock Options

As at December 7, 2021, the Company does not have any stock options outstanding.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no undisclosed off-balance sheet arrangements that have or are reasonably likely to have, a current or future effect on its results of operations, financial condition, revenues or expenses, liquidity, capital expenditures, or capital resources that is material to investors.

RELATED PARTY TRANSACTIONS

As at August 31, 2021, the Company owed $153,964 (May 31, 2021 - $153,964) to Aboriginal Power Corp., a company controlled by Michael Matvieshen, a significant shareholder of the Company, which is unsecured, non-interest bearing, and due on demand.

As at August 31, 2021, the Company owed $483,438 (May 31, 2021 - $483,438) to Tycor UPS Systems Inc., a company controlled by Michael Matvieshen, a significant shareholder of the Company, which is unsecured, non-interest bearing, and due on demand.

As at August 31, 2021, the Company owed $10,579 (May 31, 2021 - $10,579) to Michael Matvieshen, a significant shareholder of the Company, which is unsecured, non-interest bearing, and due on demand.

As at August 31, 2021, the Company owed $5,000 (May 31, 2021 - $5,000) to a company with a common director and where Michael Matvieshen, a significant shareholder of the Company, is a director. The amount owed is unsecured, non-interest bearing, and due on demand.

PROPOSED TRANSACTION

On September 4, 2020, the Company entered into an agreement to be acquired by Veritas Pharma Inc. (“Veritas”). The Company will transfer 100% of its issued and outstanding shares for aggregate consideration of $28,000,000 to be provided in common shares of Veritas, at a deemed price per share equal to the closing price on the CSE on the day prior to closing. On April 29, 2021, the acquisition agreement was approved by the shareholders of Veritas. On September 1, 2021, the Company received conditional approval of the CSE in respect to its business combination with Veritas. On September 24, 2021, Veritas issued 62,221,972 common shares to completed the business combination with the Company.

CHANGES IN OR ADOPTION OF ACCOUNTING POLICIES

Recent Accounting Pronouncements

A number of new standards, and amendments to standards and interpretations, are not yet effective for the period ended August 31, 2021, and have not been early adopted in preparing these financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

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FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair Values

The fair values of financial instruments, which includes cash, accounts payable, loans payable, lease liabilities, due to Veritas, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.

Biological assets

The fair value of biological assets is categorized in Level 3 on the fair value hierarchy. The Company measures its biological assets at fair value less costs to sell. This is determined using a model which estimates the expected harvest yield in kilograms for plants that are actively growing, and then adjusts that amount for the expected selling price per kilogram in the market in which the biological asset is growing. The estimates used in determining the fair value of biological assets are subject to volatility and several uncontrollable factors, which could significantly affect the fair value of biological assets in future periods. The significant assumptions used in determining the fair value of biological assets include:

• Expected yield by plant – represents the expected number of kilograms of finished hemp inventory which are expected to be obtained from each harvested hemp plant;

• Wastage of plants – represents the weighted average percentage of biological assets which are expected to fail to mature into hemp plants that can be harvested;

• Duration of the production cycle – represents the weighted average number of weeks out of the 19 week growing cycle that biological assets have reached as of the measurement date;

• Percentage of costs incurred as of this date compared to the total costs expected to be incurred – this is calculated as cost per kilogram of CBD oil extracted from harvested hemp to complete the sale of CBD oil post harvest, consisting of the cost of direct and indirect materials and labour related further production, labeling, and packaging;

• Percentage of costs incurred for each stage of plant growth – represents the direct and indirect production costs incurred that are capitalized; and

• Market values – this is calculated as the current market price per kilogram in the market in which the biological asset is being produced. This is expected to approximate future selling price.

The Company accretes fair value on a straight-line basis according to stage of growth. As a result, a hemp plant that is 50% through its 19 week growing cycle would be ascribed approximately 50% of its harvest date expected fair value. All plants are to be harvested hemp and as at August 31, 2021, on average, were 30% complete. An increase or decrease in the estimated sale price would result in a significant change in the fair value of biological assets.

The following table highlights the sensitivities and impact of changes in significant assumptions to the fair value of biological assets:

of biological assets:
Significant inputs and assumptions Sensitivity inputs Sensitivity	(+/-) Impact on fair value
August 31, 2021 $ Total completed kilograms 7,881 (+/-) 10% kilograms yield Average cost per kilogram to complete production 8,000 (+/-) $800 per kilogram Average selling price per kilogram, less costs 8,000 (+/-) $800 per kilogram	August 31, 2021 $
	6,304,800 6,304,800 12,609,600

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Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. The carrying amount of financial assets represents the maximum credit exposure.

Foreign Exchange Rate Risk

Foreign exchange risk is the risk that the Company’s financial instruments will fluctuate in value as a result of movements in foreign exchange rates. Foreign exchange risk arises from purchase transactions. The Company is not exposed to significant currency risk.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk as it does not have any liabilities with variable rates.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising debt or equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

Additional Risk Factors

Public Health Crises

Global or national health concerns, including the outbreak of pandemic or contagious diseases, such as COVID-19, may adversely affect the Company. The Company’s business, operations and financial condition could be materially adversely affected by the outbreak of epidemics or pandemics or other health crises. The Company expects to experience some short to medium term negative impacts from the COVID-19 outbreak; however, the extent of such impacts is currently unquantifiable, but may be significant. Such impacts include, with respect to its operations, the ability of the Company to access debt or equity capital on acceptable terms or at all.

Negative Cash Flow from Operations

During the quarter ended August 31, 2021, the Company had negative cash flows from operating activities. To the extent that the Company has negative cash flow in any future period, the net proceeds from future financings may be used to fund such negative cash flow from operating activities.

Change in Laws, Regulations, and Guidelines Relating to Hemp and Related Issues

The Company's operations are subject to a variety laws, regulations and guidelines including relating to the manufacture, management, transportation, storage, and disposal of medical marijuana as well as laws and regulations relating to health and safety, the conduct of operations and the protection of the environment. Approval policies, laws, regulations and guidelines may change during the course of a product candidate’s clinical development and may vary among jurisdictions. Any delays in obtaining, or failure to obtain regulatory approvals, including at the pre-clinical, clinical or marketing stage, would significantly delay the development of markets and products and could have a material adverse effect on the business, results of operations and financial condition of the Company.

Dependence on Key Personnel

The Company strongly depends on the business and technical expertise of its management and it is unlikely that this dependence will decrease in the near term. Loss of the Company’s key personnel could slow the

Page 8

Company’s ability to innovate, although the effect on ongoing operations would be manageable as experienced key operations personnel could be put in place. As the Company’s operations expand, additional general management resources will be required.

If the Company expands its operations, the ability of the Company to recruit, train, integrate and manage a large number of new employees/consultants is uncertain and failure to do so would have a negative impact on the Company’s business plans.

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INDIGENOUS BLOOM HEMP CORPORATION

Management’s Discussion & Analysis

Year Ended May 31, 2021

DATE OF REPORT: December 7, 2021

The following Management's Discussion and Analysis (“MD&A) should be read together with the audited financial statements and accompanying notes for the year ended May 31, 2021 and related notes hereto, which are prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are stated in Canadian dollars unless otherwise indicated.

This management’s discussion and analysis includes certain statements that may be deemed "forward- looking statements". Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guaranteeing of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.

This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws that may not be based on historical fact, including, without limitation, statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar expressions. Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. Forward-looking statements in this MD&A include but are not limited to statements relating to:

• our ability to obtain funding for our operations, including funding for commercial activities;

• our ability to achieve profitability;

• our ability to establish and maintain relationships with collaborators with acceptable development, regulatory and commercialization expertise and the benefits to be derived from such collaborative efforts;

• the implementation of our business model and strategic plans;

• our ability to develop and commercialize our products;

• our expectations regarding federal, provincial, and foreign regulatory requirements;

• the accuracy of our estimates of the size and characteristics of the markets that may be addressed by our products;

• our expectations regarding market risk, including interest rate changes, and foreign currency fluctuations;

• • our ability to engage and retain the consultants/employees required to grow our business;

• the compensation that is expected to be paid to employees and consultants of the Company;

• our future financial performance and projected expenditures;

• developments relating to our competitors and our industry; and

• • estimates of our expenses, capital requirements, and our needs for additional financing.

Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. In making the forward- looking statements included in this MD&A, the Company has made various material assumptions, including, but not limited to: (i) obtaining regulatory approvals; (ii) general business and economic conditions; (iii) the availability of financing on reasonable terms; (iv) the Company’s ability to attract and retain skilled staff; (v) market competition; and (vi) the products offered by the Company’s competitors.

In evaluating forward-looking statements, current and prospective shareholders should specifically consider various factors, including the risks outlined below under the heading “Financial Instruments and Risks”. Should one or more of these risks or uncertainties, or a risk that is not currently known to us materialize, or should

Page 2

assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this MD&A and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by applicable securities laws. Investors are cautioned that forward-looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward-looking statements.

OVERVIEW

Indigenous Bloom Hemp Corporation (the “Company”) currently operates a large-scale industrial hemp farm in southern Manitoba on approximately 200 acres of zoned farmland.

For the 2021 harvest year, the Company seeded 200 acres of which 160 acres were planted with Abound Seed and 40 acres were planted with a combination of female clones of the Cherry Blossom and Sentium varieties.

The Company’s license application is currently being processed by Health Canada and the Company expects to be fully licensed under the Cannabis Act to cultivate, and handle Hemp as per the 2018 Cannabis Act (as defined below).

The primary business of the Company is the sale of hemp biomass and flower (“Hemp”), phytocannabinoid rich (“PCR”) extracts derived from hemp biomass (“Hemp Extracts”). The Company is currently in the process of developing, through acquisition and construction, Hemp Products for general consumer end-use. All of the PCR Hemp, Hemp Extracts and future Hemp Products sold by the Company contain (or will contain, as applicable) less than 0.3% THC (as defined below), ensuring that they are compliant with the Cannabis Act (as defined below), thus falling under the definition of industrial hemp.

Beyond Manitoba, the Company is currently either engaged in, or negotiating, processing agreements in British Columbia and other provinces, making it possible to have sales of CBC concentrate in 2021 - 2022. Based upon historical yields in each region, the Company is projecting a 2021 fall harvest of approximately 5,400 kg of Hemp concentrate on each 200 acres planted.

Cultivation Operations

The growing region in Manitoba is widely regarded in the industry as one of the best climates in North America for the cultivation of Hemp and is a key part of the Company’s growth strategy.

The Company is currently planting crops using cannabidiol (“CBD”) dominant genetics. These genetics are projected to yield plants that contain a minimum of 5% CBD content.

As part of its long-term growth and efficiency protocols, the Company has mechanized substantial parts of its operation, including the use of combines for harvesting, and tunnel/barrel dryers for post harvesting.

Processing

The company is negotiating with a Health Canada licensed extraction firm in Ontario to perform contract extraction services of CBD from the hemp produced by the Company. Our Products

The Company currently has two primary products which it plans to sell and is in the process of expanding its product line. The Company’s primary product to date is Hemp Biomass, which is sold pre-processed to customers and partners who process the biomass into Hemp Extracts. The Company has cultivated approximately 100,000 kg of Hemp Biomass to date.

Page 3

Development of Business

The Company has negotiated the purchase of Intellectual Property (specialized processing procedures and systems) as well as patent pending machinery to concentrate its biomass at the cost of $1.2 million. This will allow for onsite processing as the 2021 crop is harvested. Further processing at the consumer level is planned once licensing is granted and in late 2022 further refinement of the product will take place in a newly designed facility.

Competition within the Industry

The markets for businesses in the CBD and hemp oil industries are competitive and evolving. In particular, the Company faces strong competition from both existing and emerging companies that offer similar products. Some of its current and potential competitors may have longer operating histories, greater financial, marketing and other resources and larger customer bases than the Company. Given the rapid changes affecting the global, national, and regional economies generally and the CBD industry in particular, the Company may not be able to create and maintain a competitive advantage in the marketplace. The Company’s success will depend on its ability to keep pace with any changes in such markets, especially in light of legal and regulatory changes. Its success will depend on the Company’s ability to respond to, among other things, changes in the economy, market conditions, and competitive pressures. Any failure by the Company to anticipate or respond adequately to such changes could have a material adverse effect on its financial condition, operating results, liquidity, cash flow and operational performance.

Intra-Industry Competition

The number of competitors in the Company’s market segment is expected to increase, both nationally and internationally, which could negatively impact the Company’s market share and demand for products. There is potential that the Company will face intense competition from other companies, some of which can be expected to have longer operating histories and more financial resources and manufacturing and marketing experience than the Company. Increased competition by larger and better financed competitors could materially and adversely affect the business, financial condition and results of operations of the Company. The Company also faces competition from producers who may not comply with applicable regulations. As a result, such producers may have lower operating costs, make impermissible claims and utilize other competitive advantages based on circumvention of regulatory requirements. To remain competitive, the Company will require continued significant investment in research and development, marketing, sales and customer support. The Company may not have sufficient resources to maintain research and development, marketing, sales and customer support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations of the Company. Increased international competition might lower the demand for the Company’s products on a global scale. See - Risk Factors.

Short Term Objectives and How We Intend to Achieve Them

Short term success will be influenced by the achievement of full mechanization of harvest and post harvest processing. The Company’s objectives include having the harvesting equipment operating at maximum yield with the ability to process over 1,000 acres per season of which will be a mix of the company’s product as well as 3[rd] party harvest product which would be sub-contracted. Profitability of the short-term successes will directly impact the Company’s ability to meet its long-term objectives.

Long Term Objectives Business

The Company’s long-term objective is to achieve vertical integration of its operations, positioning itself as a leading producer of industrial hemp in North America and globally. The Company plans to eventually produce its own distillate and sell its own product and has retained an agent to prepare the application for a Processing and Sales with Possession License.

Beyond this, the Company intends to continue expansion of its consumer-packaged-goods formulation and manufacturing capability, either through internal growth, acquisitions and or joint ventures along with

Page 4

construction of a larger facility in 2023, at an estimated total cost of $5 million.

On January 21, 2021, the Company executed a Technology License Agreement dated November 30, 2020 with a third party (“Licensor”). The Licensor has developed and invented patent pending technology that can efficiently separate hemp and cannabis plant matter making the harvesting costs effective and streamlined (the “Technology”). The Company and the Licensor intend to commercialize the Technology. The Licensor will be responsible for the support and services of the Technology for a period of five years from November 30, 2020. The Company has an exclusive, worldwide license for which it will pay a license fee of $1,200,000 to the Licensor. The Licensor will also be entitled to a royalty of 8% of gross sales on licensed products which are manufactured and sold by the licensee during the term of the agreement.

SELECTED ANNUAL INFORMATION

The following table sets forth selected audited financial information of the Company from its first financial periods ended May 31:

	2021	2020
	$	$
Net loss	(399,815)	(384,449)
Basic and diluted loss per share	(0.02)	(3,844.49)
Total assets	685,161	607,281

SUMMARY OF QUARTERLY RESULTS

The following is a summary of the Company’s financial results for the most recently completed quarters since incorporation on July 31, 2019:

		Quarter ended	Quarter ended
	5/31/21 $	2/28/21 $	11/30/20	8/31/20 $
Revenue Net loss Loss per share, basic and diluted	– (58,541) –	– (80,560) –	– (211,808) (0.01)	– (48,906) –

		Quarterended	Quarterended
	5/31/20 $	2/29/20 $	11/30/19 $	8/31/19 $
Revenue Net loss Loss per share, basic and diluted	– (108,453) (108.45)	– (51,891) (518.91)	– (87,701) (877.01)	– (136,404) (1,364.04)

LIQUIDITY AND CAPITAL RESOURCES

As at May 31, 2021, the Company had a working capital deficit of $929,911 (2020 - $792,620).

The Company will require additional working capital to meet its primary business objectives over the next 12 months. Since the Company will not be able to generate cash from its operations for the foreseeable future, the Company will have to rely on the funding through future equity issuances and through short-term borrowing in order to fund ongoing operations and to meet its obligations. The ability of the Company to raise capital will depend on market conditions and it may not be possible for the Company to issue shares on acceptable terms or at all.

Page 5

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

An analysis of the material components of the Company’s general and administrative expenses is disclosed in the audited financial statements for the year ended May 31, 2021 to which this MD&A relates.

DISCLOSURE OF OUTSTANDING SHARE DATA

Common Shares

As at December 7, 2021, the Company has 20,000,000 shares outstanding.

Share Purchase Warrants

As at December 7, 2021, the Company does not have any share purchase warrants outstanding.

Stock Options

As at December 7, 2021, the Company does not have any stock options outstanding.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no undisclosed off-balance sheet arrangements that have or are reasonably likely to have, a current or future effect on its results of operations, financial condition, revenues or expenses, liquidity, capital expenditures, or capital resources that is material to investors.

RELATED PARTY TRANSACTIONS

As at May 31, 2021, the Company owed $153,964 (2020 - $153,964) to Aboriginal Power Corp., a company controlled by Michael Matvieshen, a significant shareholder of the Company, which is unsecured, non-interest bearing, and due on demand.

As at May 31, 2021, the Company owed $483,438 (2020 - $397,353) to Tycor UPS Systems Inc., a company controlled by Michael Matvieshen, a significant shareholder of the Company, which is unsecured, non-interest bearing, and due on demand.

As at May 31, 2021, the Company owed $10,579 (2020 - $nil) to Michael Matvieshen, a significant shareholder of the Company, which is unsecured, non-interest bearing, and due on demand.

As at May 31, 2021, the Company owed $5,000 (2020 - $5,000) to a company with a common director and where Michael Matvieshen, a significant shareholder of the Company, is a director. The amount owed is unsecured, non-interest bearing, and due on demand.

PROPOSED TRANSACTION

On September 4, 2020, the Company entered into an agreement to be acquired by Veritas Pharma Inc. (“Veritas”). The Company will transfer 100% of its issued and outstanding shares for aggregate consideration of $28,000,000 to be provided in common shares of Veritas, at a deemed price per share equal to the closing price on the CSE on the day prior to closing. On April 29, 2021, the acquisition agreement was approved by the shareholders of Veritas. On September 1, 2021, the Company received conditional approval of the CSE in respect to its business combination with Veritas. On September 24, 2021, Veritas issued 62,221,972 common shares to completed the business combination with the Company.

FOURTH QUARTER

See Summary of Quarterly Results

Page 6

CHANGES IN OR ADOPTION OF ACCOUNTING POLICIES

Recent Accounting Pronouncements

A number of new standards, and amendments to standards and interpretations, are not yet effective for the year ended May 31, 2021, and have not been early adopted in preparing these financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair Values

The fair value of the Company’s cash is measured at fair value using level 1 inputs. The fair values of other financial instruments, which includes due from Veritas, accounts payable, loans payable, lease liabilities, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.

Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. The carrying amount of financial assets represents the maximum credit exposure.

Foreign Exchange Rate Risk

Foreign exchange risk is the risk that the Company’s financial instruments will fluctuate in value as a result of movements in foreign exchange rates. Foreign exchange risk arises from purchase transactions. The Company is not exposed to significant currency risk.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk as it does not have any liabilities with variable rates.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising debt or equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

Additional Risk Factors

Public Health Crises

Global or national health concerns, including the outbreak of pandemic or contagious diseases, such as COVID-19, may adversely affect the Company. The Company’s business, operations and financial condition could be materially adversely affected by the outbreak of epidemics or pandemics or other health crises. The Company expects to experience some short to medium term negative impacts from the COVID-19 outbreak; however, the extent of such impacts is currently unquantifiable, but may be significant. Such impacts include, with respect to its operations, the ability of the Company to access debt or equity capital on acceptable terms or at all.

Page 7

Negative Cash Flow from Operations

During the year ended May 31, 2021, the Company had negative cash flows from operating activities. To the extent that the Company has negative cash flow in any future period, the net proceeds from future financings may be used to fund such negative cash flow from operating activities.

Change in Laws, Regulations, and Guidelines Relating to Hemp and Related Issues

The Company's operations are subject to a variety laws, regulations and guidelines including relating to the manufacture, management, transportation, storage, and disposal of medical marijuana as well as laws and regulations relating to health and safety, the conduct of operations and the protection of the environment. Approval policies, laws, regulations and guidelines may change during the course of a product candidate’s clinical development and may vary among jurisdictions. Any delays in obtaining, or failure to obtain regulatory approvals, including at the pre-clinical, clinical or marketing stage, would significantly delay the development of markets and products and could have a material adverse effect on the business, results of operations and financial condition of the Company.

Dependence on Key Personnel

The Company strongly depends on the business and technical expertise of its management and it is unlikely that this dependence will decrease in the near term. Loss of the Company’s key personnel could slow the Company’s ability to innovate, although the effect on ongoing operations would be manageable as experienced key operations personnel could be put in place. As the Company’s operations expand, additional general management resources will be required.

If the Company expands its operations, the ability of the Company to recruit, train, integrate and manage a large number of new employees/consultants is uncertain and failure to do so would have a negative impact on the Company’s business plans.

Page 8

INDIGENOUS BLOOM HEMP CORPORATION

Management’s Discussion & Analysis

Period Ended May 31, 2020

DATE OF REPORT: January 11, 2021

The following Management's Discussion and Analysis (“MD&A) should be read together with the audited financial statements and accompanying notes for the period ended May 31, 2020 and related notes hereto, which are prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are stated in Canadian dollars unless otherwise indicated.

This management’s discussion and analysis includes certain statements that may be deemed "forward- looking statements". Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guaranteeing of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.

This MD&A contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws that may not be based on historical fact, including, without limitation, statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar expressions. Forward-looking statements are necessarily based on estimates and assumptions made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as the factors we believe are appropriate. Forward-looking statements in this MD&A include but are not limited to statements relating to:

• our ability to obtain funding for our operations, including funding for commercial activities;

• • our ability to achieve profitability;

• our ability to establish and maintain relationships with collaborators with acceptable development, regulatory and commercialization expertise and the benefits to be derived from such collaborative efforts;

• the implementation of our business model and strategic plans;

• our ability to develop and commercialize our products;

• our expectations regarding federal, provincial, and foreign regulatory requirements;

• the accuracy of our estimates of the size and characteristics of the markets that may be addressed by our products;

• our expectations regarding market risk, including interest rate changes, and foreign currency fluctuations;

• • our ability to engage and retain the consultants/employees required to grow our business;

• the compensation that is expected to be paid to employees and consultants of the Company;

• our future financial performance and projected expenditures;

• developments relating to our competitors and our industry; and

• • estimates of our expenses, capital requirements, and our needs for additional financing.

Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. In making the forward- looking statements included in this MD&A, the Company has made various material assumptions, including, but not limited to: (i) obtaining regulatory approvals; (ii) general business and economic conditions; (iii) the availability of financing on reasonable terms; (iv) the Company’s ability to attract and retain skilled staff; (v) market competition; and (vi) the products offered by the Company’s competitors.

In evaluating forward-looking statements, current and prospective shareholders should specifically consider various factors, including the risks outlined below under the heading “Financial Instruments and Risks”. Should one or more of these risks or uncertainties, or a risk that is not currently known to us materialize, or should

Page 2

assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this MD&A and we do not intend, and do not assume any obligation, to update these forward-looking statements, except as required by applicable securities laws. Investors are cautioned that forward-looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward-looking statements.

OVERVIEW

Indigenous Bloom Hemp Corporation (the “Company”) currently operates a large-scale industrial hemp farm in Southern Manitoba on approximately 200 acres of zoned farmland.

For the 2020 harvest year, the Company seeded 200 acres with an option to cultivate an additional 200 acres.

The Company’s license application is currently being processed by Health Canada and the Company expects to be fully licensed under the Cannabis Act to cultivate, and handle Hemp as per the 2018 Cannabis Act (as defined below).

The primary business of the Company is the sale of hemp biomass and flower (“Hemp”), phytocannabinoid rich (“PCR”) extracts derived from hemp biomass (“Hemp Extracts”). The Company is currently in the process of developing, through acquisition and construction, Hemp Products for general consumer end-use. All of the PCR Hemp, Hemp Extracts and future Hemp Products sold by the Company contain (or will contain, as applicable) less than 0.3% THC (as defined below), ensuring that they are compliant with the Cannabis Act (as defined below), thus falling under the definition of industrial hemp.

Beyond Manitoba, the Company is currently either engaged in, or negotiating, processing agreements in British Columbia and other provinces, making it possible to have sales of CBC concentrate in 2021. Based upon historical yields in each region, the Company is projecting a 2021 fall harvest of approximately 5,400 kg of Hemp concentrate on each 200 acres planted.

Cultivation Operations

The growing region in Manitoba is widely regarded in the industry as one of the best climates in North America for the cultivation of Hemp and is a key part of the Company’s growth strategy.

The Company is currently planting crops using cannabidiol (“CBD”) dominant genetics. These genetics are projected to yield plants that contain a minimum of 5% CBD content.

As part of its long-term growth and efficiency protocols, the Company has mechanized substantial parts of its operation, including the use of combines for harvesting, and tunnel/barrel dryers for post harvesting.

Processing

The Company is already engaged with Health Canada Licensed extraction firms to do contract extraction services.

Our Products

The Company currently has two primary products which it plans to sell and is in the process of expanding its product line. The Company’s primary product to date is Hemp Biomass, which is sold pre-processed to customers and partners who process the biomass into Hemp Extracts. The Company has cultivated approximately 100,000 kg of Hemp Biomass to date.

Development of Business

The Company has negotiated the purchase of Intellectual Property (specialized processing procedures and systems) as well as patent pending machinery to concentrate its biomass at the cost of $1.2 million. This will allow for onsite processing as the 2021 crop is harvested. Further processing at the consumer level is planned once licensing is granted and in late 2022 further refinement of the product will take place in a newly designed

Page 3

facility

Competition within the Industry

The markets for businesses in the CBD and hemp oil industries are competitive and evolving. In particular, the Company faces strong competition from both existing and emerging companies that offer similar products. Some of its current and potential competitors may have longer operating histories, greater financial, marketing and other resources and larger customer bases than the Company. Given the rapid changes affecting the global, national, and regional economies generally and the CBD industry in particular, the Company may not be able to create and maintain a competitive advantage in the marketplace. The Company’s success will depend on its ability to keep pace with any changes in such markets, especially in light of legal and regulatory changes. Its success will depend on the Company’s ability to respond to, among other things, changes in the economy, market conditions, and competitive pressures. Any failure by the Company to anticipate or respond adequately to such changes could have a material adverse effect on its financial condition, operating results, liquidity, cash flow and operational performance.

Intra-Industry Competition

The number of competitors in the Company’s market segment is expected to increase, both nationally and internationally, which could negatively impact the Company’s market share and demand for products. The introduction of a recreational model for marijuana production and distribution in various jurisdictions may cause producers in those jurisdictions to expand beyond the medical marijuana market and compete with the Company’s products. The impact of this potential development may be negative for the Company and could result in increased levels of competition in its existing market and/or the entry of new competitors in the overall cannabis market in which the Company operates. There is potential that the Company will face intense competition from other companies, some of which can be expected to have longer operating histories and more financial resources and manufacturing and marketing experience than the Company. Increased competition by larger and better financed competitors could materially and adversely affect the business, financial condition and results of operations of the Company. The Company also faces competition from producers who may not comply with applicable regulations. As a result, such producers may have lower operating costs, make impermissible claims and utilize other competitive advantages based on circumvention of regulatory requirements. To remain competitive, the Company will require continued significant investment in research and development, marketing, sales and customer support. The Company may not have sufficient resources to maintain research and development, marketing, sales and customer support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations of the Company. As well, the legal landscape for the Company’s products is changing internationally. More countries have passed laws that allow for the production and distribution of cannabis in some form or another. Increased international competition might lower the demand for the Company’s products on a global scale. See - Risk Factors.

Short Term Objectives and How We Intend to Achieve Them

Short term success will be influenced by the achievement of full mechanization of harvest and post harvest processing. The Company’s objectives include having the harvesting equipment operating at maximum yield with the ability to process over 1,000 acres per season of which will be a mix of the company’s product as well as 3[rd] party harvest product which would be sub-contracted. Profitability of the short-term successes will directly impact the Company’s ability to meet its long-term objectives.

Long Term Objectives Business

The Company’s long-term objective is to achieve vertical integration of its operations, positioning itself as a leading producer of industrial hemp and pharmaceutical grade hemp derived products in North America and globally. The Company plans to eventually produce its own distillate and sell its own product. The Company anticipates being able to apply for its own sales license in the next six months and its processing license within the next twelve to eighteen months. The Company anticipates it will be able to achieve initial vertical integration capability by 2022, at a total estimated cost of $2 million.

Page 4

Beyond this, the Company intends to continue expansion of its consumer-packaged-goods formulation and manufacturing capability, either through internal growth, acquisitions and or joint ventures along with construction of a larger facility in 2023, at an estimated total cost of $5 million.

SELECTED ANNUAL INFORMATION

The following table sets forth selected audited financial information of the Company from its first financial period ended May 31:

	2020
	$
Net loss	(384,449)
Basic and diluted loss per share	(3,844.49)
Total assets	607,281

SUMMARY OF QUARTERLY RESULTS

The following is a summary of the Company’s financial results for the most recently completed quarters since incorporation on July 31, 2019:

		Quarter ended	Quarter ended
	5/31/20 $	2/29/20 $	11/30/19 $	8/31/19
Revenue Net loss Loss per share, basic and diluted	– (136,403) (1,364.03)	– (78,743) (787.43)	– (38,008) (380.08)	– (131,295) (1,312.95)

LIQUIDITY AND CAPITAL RESOURCES

As at May 31, 2020, the Company had a working capital deficit of $792,620.

On June 15, 2020, the Company issued 3,500,000 common shares at $0.005 per share for proceeds of $17,500 to the sole shareholder of the Company.

On June 15, 2020, the Company issued 16,500,000 common shares at $0.02 per share for proceeds of $330,000, to the sole shareholder of the Company.

Subsequent to May 31, 2020, the Company received loan proceeds of $40,156 from the sole shareholder of the Company and $4,520 from a company controlled by the sole shareholder of the Company. The loans payable is non-interest bearing, unsecured, and due on demand.

The Company will require additional working capital to meet its primary business objectives over the next 12 months. Since the Company will not be able to generate cash from its operations for the foreseeable future, the Company will have to rely on the funding through future equity issuances and through short-term borrowing in order to fund ongoing operations and to meet its obligations. The ability of the Company to raise capital will depend on market conditions and it may not be possible for the Company to issue shares on acceptable terms or at all.

FOURTH QUARTER

See Summary of Quarterly Results.

Page 5

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

An analysis of the material components of the Company’s general and administrative expenses is disclosed in the audited financial statements for the period ended May 31, 2020 to which this MD&A relates.

DISCLOSURE OF OUTSTANDING SHARE DATA

Common Shares

As at January 11, 2021, the Company has 20,000,000 shares outstanding.

Share Purchase Warrants

As at January 11, 2021, the Company does not have any share purchase warrants outstanding.

Stock Options

As at January 11, 2021, the Company does not have any stock options outstanding.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no undisclosed off-balance sheet arrangements that have or are reasonably likely to have, a current or future effect on its results of operations, financial condition, revenues or expenses, liquidity, capital expenditures, or capital resources that is material to investors.

RELATED PARTY TRANSACTIONS

As at May 31, 2020, the Company owed $153,964 to Aboriginal Power Corp., a company controlled by Michael Matvieshen, the sole shareholder of the Company, which is unsecured, non-interest bearing, and due on demand.

As at May 31, 2020, the Company owed $397,353 to Tycor UPS Systems Inc., a company controlled by Michael Matvieshen, the sole shareholder of the Company which is unsecured, non-interest bearing, and due on demand.

As at May 31, 2020, the Company owed $5,000 to a company with a common director and where Michael Matvieshen, the sole shareholder of the Company, is a director. The amount owed is unsecured, non-interest bearing, and due on demand.

PROPOSED TRANSACTION

On September 4, 2020, the Company entered into an agreement to be acquired by Veritas Pharma Inc. (“Veritas”). The Company will transfer 100% of its issued and outstanding shares for aggregate consideration of $28,000,000 to be provided in common shares of Veritas, at a deemed price per share equal to the closing price on the CSE on the day prior to closing.

CHANGES IN OR ADOPTION OF ACCOUNTING POLICIES

Recent Accounting Pronouncements

A number of new standards, and amendments to standards and interpretations, are not yet effective for the period ended May 31, 2020, and have not been early adopted in preparing these financial statements. These new standards, and amendments to standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

Page 6

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Fair Values

The fair value of financial instruments, which included accounts payable and accrued liabilities, loan payable, lease liabilities, and amounts due to related parties, approximate their carrying values due to the relatively short-term maturity of these instruments.

Credit Risk

The Company does not have any financial instruments that potentially subject the Company to a concentration of credit risk.

Foreign Exchange Rate Risk

Foreign exchange risk is the risk that the Company’s financial instruments will fluctuate in value as a result of movements in foreign exchange rates. Foreign exchange risk arises from purchase transactions. The Company is not exposed to significant currency risk.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk as it does not have any liabilities with variable rates.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising debt or equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

Additional Risk Factors

Public Health Crises

Global or national health concerns, including the outbreak of pandemic or contagious diseases, such as COVID-19, may adversely affect the Company. The Company’s business, operations and financial condition could be materially adversely affected by the outbreak of epidemics or pandemics or other health crises. The Company expects to experience some short to medium term negative impacts from the COVID-19 outbreak; however, the extent of such impacts is currently unquantifiable, but may be significant. Such impacts include, with respect to its operations, the ability of the Company to access debt or equity capital on acceptable terms or at all.

Negative Cash Flow from Operations

During the period ended May 31, 2020, the Company had negative cash flows from operating activities. To the extent that the Company has negative cash flow in any future period, the net proceeds from future financings may be used to fund such negative cash flow from operating activities.

Change in Laws, Regulations, and Guidelines Relating to Hemp and Related Issues

The Company's operations are subject to a variety laws, regulations and guidelines including relating to the manufacture, management, transportation, storage, and disposal of medical marijuana as well as laws and regulations relating to health and safety, the conduct of operations and the protection of the environment. Approval policies, laws, regulations and guidelines may change during the course of a product candidate’s clinical development and may vary among jurisdictions. Any delays in obtaining, or failure to obtain regulatory

Page 7

approvals, including at the pre-clinical, clinical or marketing stage, would significantly delay the development of markets and products and could have a material adverse effect on the business, results of operations and financial condition of the Company.

Dependence on Key Personnel

The Company strongly depends on the business and technical expertise of its management and it is unlikely that this dependence will decrease in the near term. Loss of the Company’s key personnel could slow the Company’s ability to innovate, although the effect on ongoing operations would be manageable as experienced key operations personnel could be put in place. As the Company’s operations expand, additional general management resources will be required.

If the Company expands its operations, the ability of the Company to recruit, train, integrate and manage a large number of new employees/consultants is uncertain and failure to do so would have a negative impact on the Company’s business plans.

Page 8

SCHEDULE “C”

Pro Forma Financial Statements of Indigenous Bloom Hemp Corp.

( See attached )

INDIGENOUS BLOOM HEMP CORP.

(formerly Veritas Pharma Inc.)

Pro Forma Consolidated Financial Statements

July 31, 2021

(Expressed in Canadian dollars)

(unaudited)

INDIGENOUS BLOOM HEMP CORP.

(formerly Veritas Pharma Inc.)

Pro Forma Consolidated Statement of Financial Position

As at July 31, 2021 (Expressed in Canadian Dollars) (unaudited)

	Indigenous	Indigenous
	Bloom Hemp	Bloom Hemp	Note	Pro Forma	Pro Forma
	Corp.	Corporation	4	Adjustments	Consolidated
	July 31,	August 31,			July 31,
	2021	2021			2021
	$	$		$	$
Current assets
Cash	438	378,698		–	379,136
Amounts receivable	249	–		–	249
Biological assets	–	6,330,007		–	6,330,007
Prepaid expenses	–	2,353		–	2,353
Due from Indigenous Bloom Hemp
Corporation	403,507	–	(e)	(403,507)	–
Total current assets	404,194	6,711,058		(403,507)	6,711,745
Property and equipment	–	489,021		–	489,021
Right-of-use assets	–	121,176		–	121,176
Total assets	404,194	7,321,255		(403,507)	7,321,942
Current liabilities
Accounts payable and accrued liabilities	598,131	492,895		(34,143)	1,056,883
Current portion of loan payable	500,000	127,050		–	627,050
Convertible debt	76,311	–		–	76,311
Derivative liability	15,633	–		–	15,633
Current portion lease liabilities	–	32,524		–	32,524
Due to Indigenous Bloom Hemp
Corporation	–	369,364	(e)	(369,364)	–
Due to related parties	314,199	652,981			967,180
Total current liabilities	1,504,274	1,674,814		(403,507)	2,775,581
Long-term debt	29,750	–		–	124,250
Due to related parties	403,975	–		–	309,475
Loan payable	–	25,525		–	25,525
Lease liabilities	–	89,980		–	89,980
Total liabilities	1,937,999	1,790,319		(403,507)	3,324,811
Shareholders’ equity (deficit)
Share capital (Note 5)	29,564,397	347,501	(c)	1,252,098	1,599,599
			(e)	(29,564,397)
Share subscriptions receivable	–	(61,166)		–	(61,166)
Share-based payment reserve	1,443,613	–	(b,c)	156,546	156,546
			(e)	(1,443,613)
Warrant reserves	684,135	–	(e)	(684,135)	–
			(b,c)	103	103
Retained earnings (deficit)	(33,225,950)	5,244,601	(c)	(1,252,098)	2,302,049
			(b,c)	(156,649)
			(c)	(1,533,805)
			(e)	33,225,950
Total shareholders’equity (deficit)	(1,533,805)	5,530,936		–	3,997,131
Total liabilities and shareholders’ equity
(deficit)	404,194	7,321,255		(403,507)	7,321,942

1

INDIGENOUS BLOOM HEMP CORP.

(formerly Veritas Pharma Inc.) Notes to the Pro Forma Consolidated Financial Statements July 31, 2021 (Expressed in Canadian Dollars) (unaudited)

1. Basis of Presentation

The unaudited pro forma consolidated statement of financial position of Indigenous Bloom Hemp Corp. (formerly Veritas Pharma Inc.) (“Veritas” or the “Company”) as at July 31, 2021 has been prepared by management after giving effect to the proposed transaction among the Company, Indigenous Bloom Hemp Corporation (“Hempco”), and the shareholders of Hempco (Note 3). The unaudited pro forma consolidated statement of financial position is the effect of combining the unaudited statement of financial position of Veritas as at July 31, 2021 and the unaudited statement of financial position of Hempco as at August 31, 2021. Upon completion of the transaction, the Company will change its name from Veritas Pharma Inc. to Indigenous Bloom Hemp Corp.

It is management’s opinion that the pro forma consolidated statement of financial position includes all adjustments necessary for the fair presentation, in all material respects, of the transactions described in Notes 3 and 4 in accordance with International Financial Reporting Standards applied on a basis consistent with Hempco’s accounting policies. The pro forma consolidated statement of financial position is intended to reflect the financial position of the Company had the proposed transactions been effected on the date indicated, however it is not necessarily indicative of the financial position which would have resulted if the transactions had actually occurred on July 31, 2021.

The unaudited pro forma consolidated statement of financial position should be read in conjunction with the historical financial statements and notes thereto of Hempco and Veritas. Unless otherwise noted, the unaudited pro forma consolidated statement of financial position and accompanying notes are presented in Canadian dollars.

2. Significant Accounting Policies

The unaudited pro forma consolidated statement of financial position has been compiled using the significant accounting policies as set out in the unaudited financial statements of Veritas as at July 31, 2021 and for the three months ended July 31, 2021 and Hempco’s as at August 31, 2021 and for the three months ended August 31, 2021, respectively. The significant accounting policies of Veritas conform in all material respects to those of Hempco.

3. Proposed Transaction

Veritas, Hempco, and the shareholders of Hempco entered into a business combination agreement whereby Veritas will acquire all of the issue and outstanding shares of Hempco, subject to the terms and conditions of the agreement, in exchange for $28,000,000 to be provided in common shares of Veritas. Prior to the closing of the business combination, Veritas will consolidate its common shares on a 1-for-2 basis.

As a result of the transaction, the shareholders of Hempco will acquire control of Veritas, thereby constituting a reverse takeover (“RTO”) of Veritas and for accounting purposes the acquisition is considered to be outside the scope of IFRS 3, Business Combinations . Since the acquisition will constitute an RTO, other than a business combination, Veritas’ net assets and its Canadian Stock Exchange listing by Hempco, it will be accounted for in accordance with IFRS 2, Share-based Payment whereby Hempco is deemed to have issued shares in exchange for acquiring the net assets of Veritas together with its listing status, at the fair value of the consideration deemed to be given up by Hempco.

The combination between Veritas and Hempco is subject to, amongst other things, regulatory, board and other approvals.

2

INDIGENOUS BLOOM HEMP CORP.

(formerly Veritas Pharma Inc.) Notes to the Pro Forma Consolidated Financial Statements July 31, 2021 (Expressed in Canadian Dollars) (unaudited)

4. Pro Forma Assumptions and Adjustments

The unaudited pro forma consolidated statement of financial position includes the effects of the following pro forma assumptions and adjustments as if they had occurred at July 31, 2021:

• (a) As a result of the RTO, the consolidated shareholder’s equity only reflects the new share structure of Veritas together with actual share capital of Hempco. Prior to closing, Veritas is to consolidate its shares on a 1-for-2 basis. Hempco is deemed to have issued 8,347,322 Hempco shares to acquire Veritas.

• (b) The Resulting Issuer will assume the stock options and share purchase warrants at the transaction date The stock options have been valued using the Black-Scholes Option Pricing Model using an exercise price of $0.30, expected life of 4.2 years, volatility of 139%, and risk-free rate of 0.36%. The share purchase warrants have been valued using the Black-Scholes Option Pricing Model using an exercise price of $14.00, expected life of 0.2 years, volatility of 258%, and risk-free rate of 0.14%.

• (c) Since the share consideration to be allocated to the former shareholders of Veritas on closing the RTO is considered within the scope of IFRS 2, and the Company cannot identify specifically some or all of the goods or service received in return for the allocation of the shares, the value in excess of the net identifiable assets or obligations of Veritas acquired on closing is to be expensed in the consolidated statement of operations and comprehensive income as listing costs.

The purchase price is allocated as follows:

	$
	Fair value of Veritas shares (8,347,322 post-consolidation common shares at $0.15 per share) 1,252,098 Fair value of 607,869 stock options of Veritas outstanding 156,546 Fair value of 150,000 share purchase warrants of Veritas outstanding 103
	Consideration 1,408,747
	Less fair value of identifiable assets and liabilities acquired: Cash 438 Amounts receivable 249 Due from Indigenous Bloom Hemp Corporation 403,507 Accounts payable and accrued liabilities (722,381) Loan payable (500,000) Convertible note payable (76,311) Derivative liability (15,633) Due to related parties (623,674)
	Net liabilities (1,533,805)
	Listingcosts 2,942,552

• (d) The difference in value of the shares deemed to have been issued by the accounting acquirer from the fair value of Veritas’ net liabilities is expensed as a payment for listing costs.

• (e) Upon closing of the RTO, the share capital, reserves, and deficit of Veritas and inter-company balance are eliminated.

3

INDIGENOUS BLOOM HEMP CORP.

(formerly Veritas Pharma Inc.) Notes to the Pro Forma Consolidated Financial Statements July 31, 2021 (Expressed in Canadian Dollars) (unaudited)

5. Pro Forma Share Capital

After giving effect to the pro forma assumptions and adjustments in Notes 3 and 4, the issued and fully paid share capital of the Company is as follows:

	Common	Shares
	Number	Amount
		$
Pre-consolidation balance, Veritas, April 30, 2021	8,347,322	29,564,397
Pre-consolidation balance, Hempco, February 28, 2021	–	347,501
Adjustment of Veritas’ share capital	–	(29,564,397)
Issued on RTO with Veritas as listing costs (4(c))	186,666,667	1,252,098
Pro forma balance,April 30,2021	215,013,989	1,599,599

6. Pro Forma Statutory Income Tax Rate

The pro forma effective statutory income tax rate of the combined companies will be 27%. Veritas was incorporated under the Business Corporations Act of British Columbia and Hempco was incorporated under the Canada Business Corporations Act.

4

CERTIFICATE OF THE ISSUER

Pursuant to a resolution duly passed by its Board of Directors, Indigenous Bloom Hemp Corp. hereby applies for the listing of the above mentioned securities on the Exchange. The foregoing contains full, true and plain disclosure of all material information relating to Indigenous Bloom Hemp Corp. It contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in light of the circumstances in which it was made.

Dated this day of December, 2021. 8th

s/ “Lorne Mark Roseborough” s/ “Peter McFadden ” Lorne Mark Roseborough Peter McFadden Chief Executive Officer Chief Financial Officer

s/ “Blair Lowther” s/ “Sharon Blady ” Blair Lowther Sharon Blady Director Director

s/ “Michael Matvieshen” Michael Matvieshen Promotor

CERTIFICATE OF THE TARGET

The foregoing contains full, true and plain disclosure of all material information relating to Indigenous Bloom Hemp Corporation. It contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in light of the circumstances in which it was made.

Dated this day of December, 2021. 8th

s/ “Allen Szmyrko” s/ “Joshua Matvieshen” Allen Szmyrko Joshua Matvieshen Director Director