Khiron Life Sciences Corp.

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

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

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

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the secretary of Khiron Life Sciences Corp. at 2300-550 Burrard Street, Vancouver, British Columbia, V6C 2B5, telephone (705) 527-3564, and are also available electronically at www.sedar.com.

PRELIMINARY SHORT FORM PROSPECTUS

New Issue

November 13, 2020

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$12,600,000 28,000,000 UNITS

This short form prospectus (the “ Prospectus ”) qualifies the distribution (the “ Offering ”) of 28,000,000 units (the “ Units ”) of Khiron Life Sciences Corp. (the “ Company ” or “ Khiron ”) at a price of $0.45 per Unit (the “ Offering Price ”). Each Unit consists of one common share in the capital of the Company (each, a “ Unit Share ”) and one common share purchase warrant of the Company (each a “ Warrant ”). Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one common share in the capital of the Company (each, a “ Warrant Share ”) at an exercise price of $0.75 for a period of five years following the Closing Date (as hereinafter defined). The Units will be issued pursuant to an underwriting agreement dated November 13, 2020 (the “ Underwriting Agreement ”), among the Company and Canaccord Genuity Corp. as lead underwriter and sole bookrunner (the “ Lead Underwriter ”), together with ATB Capital Markets Inc. and Leede Jones Gable Inc. (together with the Lead Underwriter, the “ Underwriters ”).

The Company’s outstanding common shares (the “ Common Shares ”) are traded on the TSX Venture Exchange Inc. (“ TSXV ”) under the symbol “KHRN” and on the OTCQX under the symbol “KHRNF”. On November 12, 2020, the last trading day before the date of this Prospectus, the closing price of the Common Shares on the TSXV was $0.385, and on the OTCQX was US$0.298.

The Company has applied to list the Unit Shares, the Warrants and the Warrant Shares on the TSXV (including those issuable upon due exercise of the Over-Allotment Option (as hereinafter defined) and the Compensation Options (as hereinafter defined)). Listing will be subject to the Company fulfilling all of the listing requirements of the TSXV.

There is currently no market through which the Warrants may be sold, see “ Risk Factors ”.

_____

Price: $0.45 per Unit

_____

Per Unit .......................................... Total ...............................................	Price to the Public(1) $0.45 $12,600,000	Underwriters’ Fee(2) $0.027 $756,000	Net Proceeds to the Company(3)
			$0.423 $11,844,000

_____ Notes:

(1) The Offering Price was determined by arm’s length negotiation between the Company and the Lead Underwriter on behalf of the Underwriters, with reference to the prevailing market price of the Common Shares.
(2) The Company has agreed to pay the Underwriters a cash fee (the “ Underwriters’ Fee ”) equal to 6% of the gross proceeds from the Offering (including any gross proceeds raised on exercise of the Over-Allotment Option). The Underwriters will also receive, as additional compensation, non-transferable compensation options (the “ Compensation Options ”) to purchase that number of Units that is equal to 6% of the Units sold pursuant to the Offering (including any Over-Allotment Units (as hereinafter defined) sold pursuant to the exercise of the Over-Allotment Option). Each Compensation Option is exercisable to purchase one Unit at a price of $0.45 for a period of 24 months from the Closing Date. This Prospectus also qualifies the distribution of the Compensation Options. See “ Plan of Distribution ”.
(3) After deducting the Underwriters’ Fee, but before deducting the expenses of the Offering (estimated to be approximately $400,000), which will be paid from the proceeds of the Offering.

The Underwriters have been granted an over-allotment option, exercisable, in whole or in part, at the sole discretion of the Underwriters, for a period of 30 days from and including the Closing Date, to purchase up to an additional 4,200,000 Units (the “ Over-Allotment Units ”) at the Offering Price to cover the Underwriters’ over-allocation position, if any, and for market stabilization purposes (the “ Over-Allotment Option ”). The Over-Allotment Option may be exercised by the Underwriters: (i) to acquire Over-Allotment Units at the Offering Price; or (ii) to acquire additional Unit Shares (the “ Over-Allotment Shares ”) at a price of $0.39 per OverAllotment Share; or (iii) to acquire additional Warrants (the “ Over-Allotment Warrants ”) at a price of $0.06 per Over-Allotment Warrant; or (iv) to acquire any combination of Over-Allotment Units, Over-Allotment Shares and Over-Allotment Warrants, so long as the aggregate number of OverAllotment Shares and Over-Allotment Warrants that may be issued under such Over-Allotment Option does not exceed 4,200,000 Over-Allotment Shares and 4,200,000 Over-Allotment Warrants. The Over-Allotment Units, Over-Allotment Shares and Over-Allotment Warrants are collectively referred to herein as the “ Over-Allotment Securities ”. If the Over-Allotment Option is exercised in full for Over-Allotment Units, the total “Price to the Public”, “Underwriters’ Fee” and “Net Proceeds to the Company” will be $14,490,000, $869,400 and $13,620,600, respectively. This Prospectus qualifies the distribution of the Over-Allotment Option and the Over-Allotment Securities. A purchaser who acquires Over-Allotment Securities forming part of the Underwriters’ over-allocation position acquires those Over-Allotment Securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “ Plan of Distribution ”.

Unless the context otherwise requires, all references herein to the “Offering”, “Units”, “Unit Shares”, “Warrants”, “Warrant Shares”, and “Compensation Options” assumes the exercise of the Over-Allotment Option and includes all securities issuable thereunder.

The following table sets out the maximum number of securities under options issuable to the Underwriters in connection with the Offering:

Underwriters’ Position Over-Allotment Option Compensation Options Total securities under option issuable to the Underwriters	Maximum Number of Securities 4,200,000 Over- Allotment Units 1,932,000 Units 6,132,000 Units	Exercise Period For a period of 30 days from and including the Closing Date 24 months from the Closing Date	Exercise Price
			$0.45 per Over- Allotment Unit $0.39 per Over- Allotment Share $0.06 per Over- Allotment Warrant $0.45 per Unit

Investing in the Units is speculative and involves significant risks. You should carefully review and evaluate the risk factors contained in this Prospectus and in the documents incorporated by reference herein before purchasing the Units, see “ Forward-Looking Information ” and “ Risk Factors ”. Potential investors are advised to consult their own legal counsel and other professional advisors in order to assess the income tax, legal and other aspects of the Offering.

The Underwriters, as principals, conditionally offer the Units, subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the terms and conditions contained in the Underwriting Agreement referred to under “ Plan of Distribution ”, and subject to the approval of certain legal matters on behalf of the Company by Gowling WLG (Canada) LLP and on behalf of the Underwriters by Cassels Brock & Blackwell LLP.

Subscriptions for the Units will be received subject to rejection or allotment, in whole or in part, and the Underwriters reserve the right to close the subscription books at any time without notice. Closing of the Offering is expected to take place on or about November 26, 2020, or such other date as may be agreed upon by the Company and the Underwriters, but in any event not later than 42 days after the date of the receipt of the (final) short form prospectus (the “ Closing Date ”). In connection with the Offering, and subject to applicable laws, the Underwriters may over-allot or effect transactions that are intended to stabilize or maintain the market price of the Common Shares at levels other than that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters may offer the Units at a lower price than stated above, see “ Plan of Distribution ”.

It is anticipated that the Units will be delivered under the book-based system through CDS Clearing and Depository Services Inc. (“ CDS ”) or its nominee and deposited in electronic form. A purchaser of Units will receive only a customer confirmation from the registered dealer from or through which the Units are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold Units on behalf of owners who have purchased Units in accordance with the book-based system. No definitive certificates will be issued unless specifically requested or required, see “ Plan of Distribution ”.

iii

Each of Alvaro Torres (CEO and Director), Alvaro Yanez (Director) and Vicente Fox (Director) who reside outside of Canada, have appointed Gowling WLG (Canada) LLP, 1 First Canadian Place, 100 King Street West, Suite 1600, Toronto, Ontario M5X 1G5, as his agent for service of process in Canada. Prospective purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process, see “ Risk Factors ”.

Information contained on the Company’s website shall not be deemed to be a part of this Prospectus or incorporated by reference herein and may not be relied upon by prospective investors for the purpose of determining whether to invest in the securities qualified for distribution under this Prospectus.

The Company’s head and registered office is located at 2300-550 Burrard Street, Vancouver British Columbia, V6C 2B5.

GENERAL MATTERS ................................................................................................................ 1 FORWARD-LOOKING INFORMATION ..................................................................................... 1 DOCUMENTS INCORPORATED BY REFERENCE .................................................................. 3 MARKETING MATERIALS......................................................................................................... 4 DESCRIPTION OF THE BUSINESS .......................................................................................... 4 CONSOLIDATED CAPITALIZATION ......................................................................................... 6 USE OF PROCEEDS ................................................................................................................. 7 PLAN OF DISTRIBUTION.......................................................................................................... 9 DESCRIPTION OF SECURITIES BEING DISTRIBUTED .........................................................12 PRIOR SALES ..........................................................................................................................14 TRADING PRICE AND VOLUME..............................................................................................15 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ......................................15 ELIGIBILITY FOR INVESTMENT..............................................................................................20 RISK FACTORS .......................................................................................................................21 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ................................................24 LEGAL MATTERS ....................................................................................................................24 AUDITOR, TRANSFER AGENT AND REGISTRAR..................................................................24 CERTIFICATE OF THE COMPANY ........................................................................................ C-1 CERTIFICATE OF THE UNDERWRITERS ............................................................................. C-2

GENERAL MATTERS

Unless otherwise noted or the context indicates otherwise, the “ Company ”, “ Khiron ”, “ we ”, “ us ” and “ our ” refers to Khiron Life Sciences Corp. and its subsidiaries on a consolidated basis.

An investor should rely only on the information contained or incorporated by reference in this Prospectus. The Company or the Underwriters have not authorized anyone to provide investors with additional or different information. The Company and the Underwriters are not making an offer to sell or seeking offers to buy the Units in any jurisdiction where the offer or sale is not permitted. Prospective purchasers should assume that the information appearing or incorporated by reference in this Prospectus is accurate only as at the respective dates thereof, regardless of the time of delivery of the Prospectus or of any sale of the Units. The Company’s business, financial condition, results of operations and prospects may have changed since that date.

All currency amounts in this Prospectus are stated in Canadian dollars, unless otherwise noted.

FORWARD-LOOKING INFORMATION

This Prospectus and the documents incorporated by reference herein contain certain “forwardlooking information” and “forward-looking statements” (collectively, “ forward-looking statements ”) which are based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. Such statements can be identified by the use of forwardlooking terminology such as “expect”, “believe”, “likely”, “may”, “will”, “should”, “intend”, or “anticipate”, “potential”, “proposed”, “estimate”, “project”, “continue”, “plan”, “aim” and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact. The Company has based these forward-looking statements on current expectations and projections about future events and financial trends that we believe may affect the Company’s financial condition, results of operations, business strategy and financial needs, as the case may be.

Such forward-looking statements are made as of the date of this Prospectus, or in the case of documents incorporated by reference herein, as of the date of each such document. Forwardlooking statements in this Prospectus and the documents incorporated by reference herein include, but are not limited to, statements with respect to:

the completion of the Offering and the receipt of all regulatory and stock exchange approvals in connection therewith;
the listing on the TSXV of the Unit Shares and Warrants issuable in connection with the Offering;
the use of the net proceeds of the Offering;
the Company’s business objectives and milestones and the anticipated timing of execution;
the performance of the Company’s business and operations;
the intention to grow the business, operations and potential activities of the Company;
the competitive and business strategies of the Company;
the Company’s anticipated operating cash requirements and future financing needs;
the anticipated future gross revenues and profit margins of the Company’s operations;
the Company’s expectations regarding its revenue, expenses and operations;

the Company’s intention to build a brand and develop cannabis products and cosmeceuticals targeted to specific segments of the market;
the ongoing and proposed expansion of the Company’s facilities, services, including expansions to it facilities, and their costs;
the current political, legal and regulatory landscape surrounding medical and recreational cannabis and expected developments in any jurisdiction in which the Company operates or plans to operate;
the applicable laws, regulations and any amendments thereof;
medical benefits, viability, safety, efficacy and dosing of cannabis;
the Company’s Colombian and international expansion plans;
expectations with respect to the advancement and adoption of new product lines and ingredients;
the acceptance by customers and the marketplace of new products and solutions;
ability to attract new customers and develop and maintain existing customers;
ability to identify and maintain suppliers of active cannabis and non-cannabis materials in the jurisdictions in which it operates or plans to operate;
expectations with respect to future production costs and capacity;
expectations with respect to the renewal and/or extension of the Company’s permits and licenses;
the ability to protect, maintain and enforce the Company’s intellectual property rights;
ability to successfully leverage current and future strategic partnerships and alliances;
the ability to attract and retain personnel;
anticipated labour and materials costs;
the Company’s competitive condition and expectations regarding competition, including pricing and demand expectations and the regulatory environment in which the Company operates;
anticipated trends and challenges in the Company’s business and the markets and jurisdictions in which the Company operates; and
the potential impact of the COVID-19 pandemic on the Company and its operations.

Forward-looking statements contained in certain documents incorporated by reference in this Prospectus are based on the key assumptions described in such documents. Certain of the forward-looking statements contained herein and incorporated by reference concerning the medical cannabis, extracts and cosmeceutical industry, the general expectations of the Company related thereto, and the Company’s business and operations are based on estimates prepared by the Company using data from publicly available governmental sources, as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, such data is inherently imprecise. While the Company is not aware of any misstatement regarding any industry or government data presented herein, the current medical and recreational cannabis, extracts and cosmeceutical industry involve risks and uncertainties and are subject to change based on various factors.

Purchasers are cautioned that the above list of cautionary statements is not exhaustive. A number of factors could cause actual events, performance or results to differ materially from what is projected in forward-looking statements. The purpose of forward-looking statements is to provide the reader with a description of management’s expectations, and such forward-looking statements may not be appropriate for any other purpose. You should not place undue reliance on forwardlooking statements contained in this Prospectus or in any document incorporated by reference.

Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking statements contained in this Prospectus and the documents incorporated by reference herein are expressly qualified in their entirety by this cautionary statement.

DOCUMENTS INCORPORATED BY REFERENCE

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

(a) the annual information form of the Company dated June 30, 2020 for the financial year ended December 31, 2019 (the “ Annual Information Form ”);
(b) the Company’s unaudited condensed consolidated interim financial statements as at and for the three and six months ended June 30, 2020 and 2019 and related notes thereto (the “ Interim Financial Statements ”);
(c) the Company’s management’s discussion and analysis for the three and six months ended June 30, 2020 and 2019;
(d) the Company’s audited consolidated financial statements as at and for the financial years ended December 31, 2019 and 2018, and related notes thereto, together with the independent auditors’ report thereon (the “ Annual Financial Statements ”);
(e) the Company’s management’s discussion and analysis for the financial year ended December 31, 2019;
(f) the Company’s management information circular dated August 4, 2020 in respect of the annual general and special meeting of shareholders of the Company held on September 10, 2020;
(g) the Company’s management information circular dated April 30, 2019 in respect of the annual general and special meeting of shareholders of the Company held on May 31, 2019;
(h) the Company’s material change report dated November 9, 2020 in respect of the Offering;
(i) the Company’s material change report dated June 15, 2020 regarding the resignation of Michael Beck and concurrent appointment of Chris Naprawa to the Company’s board of directors; and
(j) the Company’s material change report dated March 20, 2020 regarding the receipt of certification of Good Elaboration Practices for Magistral Preparations and corporate update.

Any documents of the type referred to in paragraphs (a)-(j) above or similar material and any documents required to be incorporated by reference herein pursuant to National Instrument 44101 – Short Form Prospectus Distributions , including any annual information form, all material change reports (excluding confidential reports, if any), all annual and interim financial statements and management’s discussion and analysis relating thereto, or information circular or amendments thereto that the Company files with any securities commission or similar regulatory authority in Canada after the date of this Prospectus and prior to the termination of this Offering will be deemed to be incorporated by reference in this Prospectus and will automatically update and supersede information contained or incorporated by reference in this Prospectus.

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

MARKETING MATERIALS

Any “template version” of “marketing materials” (as such terms are defined in National Instrument 41-101 – General Prospectus Requirements ) will be incorporated by reference into the final short form prospectus. However, any such template version of marketing materials will not form part of the final short form prospectus to the extent that the contents of the template version of marketing materials are modified or superseded by a statement contained in the final short form prospectus. Any template version of marketing materials filed after the date of this Prospectus and before the termination of the distribution under the Offering (including any amendments to, or an amended version of, the Marketing Materials) is deemed to be incorporated in this Prospectus.

DESCRIPTION OF THE BUSINESS

Summary of the Business

Khiron is a vertically integrated medical and consumer packaged goods cannabis company with core operations in Latin America and operating activities in Europe and North America. The Company’s strategy focuses on achieving a first mover advantage in the Latin American market and is evolving its strategy towards global expansion. The Company’s wholly owned subsidiary, Khiron Colombia S.A.S., is licensed in Colombia for the cultivation, production, domestic distribution and international export of both tetrahydrocannabinol (THC) and cannabidiol (CBD) medical cannabis. The Company is authorized to manufacture and fill prescriptions for high-THC and low-THC medical cannabis in Colombia, and retails an approved line of CBD cosmetic products in Colombia and the United Kingdom.

The Company has three operating segments:

1) Medical cannabis products, in which the Company grows, produces and sells branded products and services to patients with medical conditions where cannabis can be an acceptable, proven option;
2) Health services, where the Company operates its own network of medium complexity health centres (operating under the ILANS and Zerenia brands) offering a suite of health, medical and surgical services in alignment with insurance company partners; and
3) Wellbeing products, focused on delivering the benefits of CBD and hemp across an array of various branded consumer packaged goods, such as its Kuida[TM] cosmetics line.

For a more detailed description of the business of the Company, prospective investors should refer to the Company’s Annual Information Form incorporated by reference into this Prospectus and available on the Company’s SEDAR profile at www.sedar.com.

Recent Developments – COVID-19 Pandemic

The outbreak of the novel coronavirus, commonly referred to as “COVID-19”, has spread throughout South America, Europe and North America, causing companies and various international jurisdictions to impose restrictions such as quarantines, business closures and travel restrictions. While these effects are expected to be temporary, the duration of the business disruptions internationally and their impacts on the Company cannot be reasonably estimated at this time.

The impact of COVID-19 on the Company’s business and operations was most prominent at the start of the pandemic (~Q2, 2020) where the Company’s clinics in Colombia (while deemed essential services) were challenged by operational safety measures that, in part, contributed to a reduction of patient consultations and services available on offer. The pandemic also had the effect early on of slowing the Company’s expansion and business operations in certain international jurisdictions due to the implementation of various restrictive measures and other resource allocation by government bodies to slow the spread of COVID-19. To date, the Company has seen gradual improvement as various business activities and government measures normalize.

Since the start of the COVID-19 pandemic, the Company has introduced measures to ensure operational continuity including shifting its strategic approach to limit global expansion, altering marketing methods and conserving cash, while still maintaining the Company’s overall strategic direction to improve the quality of life of patients and consumers. During the fiscal quarter ended June 30, 2020, the Company implemented the following measures in response to the COVID-19 pandemic:

the Company prioritized the physical and mental health of its employees and health professionals by implementing air travel restrictions and allowing remote and flexible working arrangements for office staff;
the Company focused on: i) increasing prescribing physicians at its health centres and third party clinics across Colombia to drive daily prescriptions per physician; ii) generating patient awareness across the country to encourage patients to visit its health centres, primarily through its new web or app-based telehealth application (DoctorZerenia.com);

and iii) improving systems and processes to improve service quality for new, potential and existing patients;

the Company managed its available cash by reducing general and administrative expenses, marketing spending and lower capital expenditures;
in Colombia, Khiron received an essential service exemption for its cultivation site, laboratory facilities and health centres. As a result, the Company continued to employ almost all of its employees and doctors, but implemented reduced pay and benefits measures. Additionally, the retainer fees payable to the Company’s board of directors were reduced; and
the Company prioritized the continuity of health services and the treatment of patients, following appropriate safety guidelines. Certain invasive procedures were suspended (e.g. neurosurgeries) until May 26, 2020, and measures were implemented to ensure adequate spacing of appointments and patients in clinic waiting areas. The Company also introduced a teleconsultation service, leveraging its medical team and existing patient network to meet essential patient needs during the COVID-19 pandemic.

The implementation of these measures had the effect of ensuring the continuity of the business operations of the Company with a healthy workforce, including employees at the cultivation site, medical clinics, office staff and members of the management team and board of directors. Cost savings from reduced travel, salaries and retainers helped to offset the reduced revenues from the Company’s clinics and decreased retail sales of its wellness products, while the postponement of capital expenditures and marketing programs helped to conserve the Company’s cash and ensure continuation of core business operations.

See “ Risk Factors – Risks Related to the Business – Implications of the COVID-19 Pandemic ” for more information.

CONSOLIDATED CAPITALIZATION

The following table sets out the share capital of the Company as at June 30, 2020, and after giving effect to the Offering and the exercise of the Over-Allotment Option in full. The table should be read in conjunction with the Annual Financial Statements and the Interim Financial Statements which are incorporated by reference into this Prospectus.

Since the date of the Company’s Interim Financial Statements, there have been no material changes to the Company’s share and loan capitalization on a consolidated basis.

Share Capital Common Shares Options Warrants (including Compensation Options) Restricted Share Units	June 30, 2020 (unaudited) Unlimited common shares 117,547,068 5,159,167 1,568,511 4,985,000	As at June 30, 2020 After giving effect to the Offering Unlimited common shares 145,547,068 5,159,167 31,248,511 4,985,000	After giving effect to the Offering and the full Over-Allotment Option
			Unlimited common shares 149,747,068 5,159,167 35,700,511 4,985,000

USE OF PROCEEDS

Proceeds

The net proceeds to the Company from the Offering are estimated to be $11,844,000 after deducting the payment of the Underwriters’ Fee of $756,000, but before deducting the expenses of the Offering (estimated to be approximately $400,000). If the Over-Allotment Option is exercised in full for Over-Allotment Units, the net proceeds to the Company from the Offering are estimated to be $13,620,600, after deducting the Underwriters’ Fee of $869,400, but before deducting the expenses of the Offering.

Principal Purposes

The Company’s approximate use of the net proceeds from the Offering (assuming no exercise of the Over-Allotment Option) is as follows:

Principal Purpose Operating Capacity Working capital and general corporate purposes Offering expenses Total	Approximate Use of Net	Approximate Use of Net
		Proceeds $5,000,000 $6,444,000 $400,000 $11,844,000

If the Over-Allotment Option is exercised in full for Over-Allotment Units, the Company will receive additional net proceeds of $1,776,600 after deducting the Underwriters’ Fee. The net proceeds from the exercise of the Over-Allotment Option, if any, are expected to be added to the Company’s general working capital.

Until applied, the net proceeds will be held as cash balances in the Company’s bank account or invested in certificates of deposit and other instruments issued by banks or obligations of or guaranteed by the Government of Canada or any province thereof.

The above noted allocations represent the Company’s intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Company. Actual expenditures may differ from the estimates set forth above. There may be circumstances where for sound business reasons, the Company reallocates the use of proceeds, see “ Risk Factors – Risks Related to the Offering - Discretion in the Use of Proceeds ” and “ Risk Factors – Risks Related to the Offering - Additional Financing ”.

The Company had negative operating cash flow for the financial year ended December 31, 2019. Although the Company anticipates it will have positive cash flow from operating activities in future periods, the Company cannot guarantee it will generate positive cash flow from operating activities in future periods. To the extent that the Company has negative cash flow in any future period, certain of the proceeds from the Offering may be used to fund such negative cash flow from operating activities, see “ Risk Factors – Risks Related to the Offering - Negative Cash Flow from Operations ”.

The Company completed equity financings by way of short form prospectus on September 12, 2018 for gross proceeds of $12,937,500; on February 28, 2019, for gross proceeds of $28,842,000; and on May 28, 2019, for gross proceeds of $28,751,035. To date, the Company has largely applied the proceeds from these earlier offerings in accordance with the intended uses

as previously disclosed. However, due to the impact of COVID-19, as well as delays in regulatory developments in certain markets, such as Uruguay, Brazil and Mexico, the Company’s growth expectations have been tempered. As a result, the Company has implemented measures to reallocate certain of the proceeds from the Company’s cosmeceutical wellness product line towards executing on the Company’s medical cannabis strategy both in Colombia and internationally. The Company has also reallocated proceeds intended for the build-out of cultivation facilities in Uruguay towards, principally, the build-out of additional infrastructure at the Company’s existing cultivation site in Ibaque, Colombia and to the build-out of the Company’s Zerenia health centre in Bogota, Colombia.

Business Objectives and Milestones

The principal purpose of the Offering is to fund the expansion of the Company’s operating capacity, and for working capital requirements and other general corporate purposes.

Expansion of Operating Capacity

In each market that the Company operates in, the Company will increase its ability to meet the needs of medical cannabis patients by:

continuing to develop and deliver physician education to increase the number of prescribing physicians, drive prescriptions and enhance patient outcomes;
investing in IT and communications systems to expand e-Health and telehealth service delivery to new and underserved markets; and,
continuing to obtain and maintain new and existing regulatory permits, licences and quotas.

In Colombia, the Company intends to increase patient consultations and patient access through continued investment in physician education and training and its web or app-based telehealth application (DoctorZerenia.com). The Company intends to increase its inventory, supply chain and distribution network to accommodate patient demand.

In Peru, the Company intends to increase access to medical cannabis to meet patient demand through continued investment in physician education and training, and by expanding its supply chain and distribution network. The Company intends to increase its presence in Peru based on the growth and development of the market.

In Brazil, the Company intends to establish access to medical cannabis through continued investment in physician education and training, and by establishing its supply chain and distribution network. The Company intends to increase its presence in Brazil based on the growth and development of the market.

In the UK and Germany, the Company intends to increase patient access to medical cannabis through continued investment in physician education and training as well as investing in working capital to strengthen the supply chain.

It is anticipated that net proceeds in respect of the Expansion of Operating Capacity will be deployed over a period of 12 months. Actual expenditures may differ from those set out above. See “Risk Factors – Risks Related to the Offering – Discretion in the Use of Proceeds” .

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Company has agreed to sell and the Underwriters have severally (and not jointly or jointly and severally) agreed to purchase, as principals, on the Closing Date, 28,000,000 Units at the Offering Price, for aggregate gross consideration of $12,600,000 payable in cash to the Company against delivery of the Units. The Offering Price was determined by arm’s length negotiation between the Company and the Lead Underwriter on behalf of the Underwriters, with reference to the prevailing market price of the Common Shares. The obligations of the Underwriters under the Underwriting Agreement are several (and not joint or joint and several), are subject to certain closing conditions and may be terminated at their discretion on the basis of “disaster out”, “material change out” and “breach out” provisions in the Underwriting Agreement and may also be terminated upon the occurrence of certain other stated events. The Underwriters are, however, obligated to take up and pay for all of the Units if any Units are purchased under the Underwriting Agreement.

Each Unit will consist of one Unit Share and one Warrant. Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one Warrant Share at an exercise price of $0.75 for a period of five years following the Closing Date. The Warrants will be created and issued pursuant to the terms of the Warrant Indenture (as hereinafter defined) to be dated as of the Closing Date between the Company and the Warrant Agent (as hereinafter defined). The Warrant Indenture will contain provisions designed to protect holders of the Warrants against dilution upon the happening of certain events. No fractional Warrants will be issued.

The Company has granted to the Underwriters the Over-Allotment Option, exercisable, in whole or in part, at the sole discretion of the Underwriters, for a period of 30 days from and including the Closing Date, to purchase up to an additional 4,200,000 Over-Allotment Units at the Offering Price to cover the Underwriters’ over-allocation position, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised by the Underwriters: (i) to acquire Over-Allotment Units at the Offering Price; or (ii) to acquire Over-Allotment Shares at a price of $0.39 per OverAllotment Share; or (iii) to acquire Over-Allotment Warrants at a price of $0.06 per Over-Allotment Warrant; or (iv) to acquire any combination of Over-Allotment Units, Over-Allotment Shares and Over-Allotment Warrants, so long as the aggregate number of Over-Allotment Shares and OverAllotment Warrants that may be issued under such Over-Allotment Option does not exceed 4,200,000 Over-Allotment Shares and 4,200,000 Over-Allotment Warrants. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Securities issuable upon exercise of the Over-Allotment Option. A purchaser who acquires OverAllotment Securities forming part of the Underwriters’ over-allocation position acquires those Over-Allotment Securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

In consideration for the services provided by the Underwriters in connection with the Offering, and pursuant to the terms of the Underwriting Agreement, the Company has agreed to pay the Underwriters the Underwriters’ Fee equal to 6% of the gross proceeds from the Offering (including any gross proceeds raised on exercise of the Over-Allotment Option). The Underwriters will also receive Compensation Options to purchase that number of Units that is equal to 6% of the Units sold pursuant to the Offering (including any Over-Allotment Units sold pursuant to the exercise of the Over-Allotment Option). Each Compensation Option is exercisable to purchase one Unit at a price of $0.45 for a period of 24 months from the Closing Date. This Prospectus also qualifies the distribution of the Compensation Options.

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

There is currently no market through which the Warrants may be sold, see “Risk Factors”.

The Underwriters propose to offer the Units initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Units at the Offering Price, the Offering Price may be decreased and may be further changed from time to time to an amount not greater than the Offering Price, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Units is less than the gross proceeds paid by the Underwriters to the Company.

Upon completion of the Offering, the Company agrees, that until the date which is 90 days after the Closing Date, it will not, without the written consent of the Lead Underwriter, not to be unreasonably withheld, directly or indirectly, issue, sell, offer, grant an option or right in respect of (or agree to or publicly announce any intention to do any of the foregoing) any Common Shares or any securities convertible or exchangeable into Common Shares, other than (i) pursuant to the Offering (including the Over-Allotment Option), (ii) pursuant to the grant or exercise of stock options and other similar issuances pursuant to any existing stock option plan or similar share compensation arrangements in place, (iii) pursuant to the exercise of convertible securities, warrants, options or other existing outstanding obligations; or (iv) in connection with any arm’s length acquisitions in the normal course of business. The Company has also agreed to use its best efforts to cause its officers, directors and certain of its shareholders to enter into an agreement in favour of the Underwriters pursuant to which each of such individuals will agree not to, directly or indirectly, sell, transfer, secure, pledge, or otherwise dispose of, monetize, transfer or alter the economic consequences of, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Company, for a period of 90 days after the Closing Date, without the prior written consent of the Lead Underwriter, such consent not to be unreasonably withheld.

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

at levels other than those which otherwise might prevail on the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on the TSXV, in the over-the-counter market or otherwise.

Subscriptions will be received subject to rejection or allotment, in whole or in part, and the Underwriters reserve the right to close the subscription books at any time without notice. Closing of the Offering is expected to take place on or about November 26, 2020, or such other date as may be agreed upon by the Company and the Underwriters, but in any event not later than 42 days after the date of the receipt of the (final) short form prospectus. It is anticipated that the Units will be delivered under the book-based system through CDS or its nominee and deposited in electronic form. A purchaser of Units will receive only a customer confirmation from the registered dealer from or through which the Units are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold Units on behalf of owners who have purchased Units in accordance with the book-based system. No definitive certificates will be issued unless specifically requested or required.

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

United States Sales

The Unit Shares and the Warrants comprising the Units offered hereby and the Warrant Shares issuable upon exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, a person in the United States or a U.S. Person.

Each Underwriter has agreed that, except as permitted by the Underwriting Agreement and as expressly permitted by applicable U.S. federal and state securities laws, it will not offer or sell the Units at any time to, or for the account or benefit of, any person in the United States or any U.S. Person as part of its distribution. The Underwriting Agreement permits the Underwriters to re-offer and re-sell the Units that they have acquired pursuant to the Underwriting Agreement to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) that are, or are acting for the account or benefit of, a person in the United States or a U.S. Person in compliance with Rule 144A under the U.S. Securities Act (and pursuant to similar exemptions under applicable state securities laws). Moreover, the Underwriting Agreement provides that the Underwriters will offer and sell the Units outside the United States to non-U.S. Persons only in accordance with Rule 903 of Regulation S under the U.S. Securities Act. The Units, and the Unit Shares and the Warrants comprising the Units, that are offered or sold to, or for the account or benefit of, a person in the United States or a U.S. Person, and any Warrant Shares issued upon the exercise of such Warrants, will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and will be subject to restrictions to the effect that such securities have not been registered under the U.S. Securities Act or any applicable state securities laws and may only be offered, sold, pledged or otherwise transferred pursuant to certain exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.

the Warrant Shares be registered or delivered to an address in the United States, unless an exemption from registration under the U.S. Securities Act and any applicable state securities laws is available and the Corporation has received an opinion of counsel of recognized standing or other evidence to such effect in form and substance reasonably satisfactory to the Corporation; provided, however, that a holder who is a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities Act) at the time of exercise of the Warrants who purchased Units in the Offering to, or for the account or benefit of, persons in the United States or U.S. Persons will not be required to deliver an opinion of counsel or such other evidence in connection with the exercise of Warrants that are a part of those Units.

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Units to, or for the account or benefit of, a person in the United States or a U.S. Person. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Units, Unit Shares or Warrants within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with exemptions from registration under the U.S. Securities Act and applicable state securities laws.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Offering

The Offering consists of Units, each of which is comprised of one Unit Share and one Warrant. The Units will separate into Unit Shares and Warrants following the closing of the Offering. The Units are offered at the Offering Price of $0.45 per Unit.

Common Shares

The Company is authorized to issue an unlimited number of Common Shares, of which 117,967,068 Common Shares are issued and outstanding as of the date hereof. An aggregate of 12,224,167 Common Shares are reserved for issuance under outstanding options and restricted share units; and 1,381,449 Common Shares are reserved for issuance under outstanding Warrants.

Holders of Common Shares are entitled to dividends if, as and when declared by the Board of Directors of Khiron, to receive notice of and one vote per Common Share at meetings of shareholders and, upon liquidation, dissolution or winding up of Khiron, to share rateably in such assets of Khiron as are distributable to the holders of Common Shares

Warrants

The following is a summary of the principal attributes of the Warrants and certain anticipated provisions of the Warrant Indenture (defined below). The summary does not purport to be complete and is qualified in its entirety by the detailed provisions of the Warrant Indenture. A copy of the Warrant Indenture may be obtained on request from the Company’s corporate secretary and will be available electronically at www.sedar.com and reference should be made to the Warrant Indenture for the full text of the attributes of the Warrants.

Each Warrant will entitle the holder thereof to purchase, subject to adjustment in certain circumstances, one Warrant Share at a price of $0.75 for a period of five years following the Closing Date. See “ Plan of Distribution ”.

The Warrants will be governed by an agreement to be entered into on the Closing Date (the “ Warrant Indenture ”) between the Company and TSX Trust Company (the “ Warrant Agent ”). The Company will designate the Warrant Agent, in its Toronto office, as agent for the Warrants. Prior to the closing of the Offering, the Company may name any other agent with respect to the Warrants.

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

i. the issuance of Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all of the holders of Common Shares by way of a stock dividend or other distribution (other than a dividend paid in the ordinary course or a distribution of Common Shares upon the exercise of any outstanding warrants, options or other incentive securities of the Company);
ii. the subdivision, redivision or change of the Common Shares into a greater number of shares;
iii. the consolidation, reduction or combination of the Common Shares into a lesser number of shares;
iv. the issuance to all or substantially all of the holders of Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per Common Share to the holder (or at an exchange or conversion price per share) of less than 95% of the “current market price”, as defined in the Warrant Indenture, of Common Shares on such record date; and
v. the issuance or distribution to all or substantially all of the holders of Common Shares of securities, including rights, options or warrants to acquire shares of any class or securities exchangeable or convertible into any such shares or property or assets and including evidences of indebtedness, or any property or other assets.

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

i. the reclassification of the Common Shares;
ii. the amalgamation, arrangement or merger of the Company with or into any other corporation or other entity (other than an amalgamation, arrangement or merger which does not result in any reclassification of the Company’s outstanding Common Shares or a change of the Common Shares into other shares); or
iii. the transfer of the Company’s undertakings or assets as an entirety or substantially as an entirety to another corporation or other entity.

No adjustment in the exercise price of the Warrants or number of Warrant Shares will be required to be made unless the cumulative effect of such adjustment or adjustments would result in a

change of at least 1% in the exercise price or a change in the number of Warrant Shares purchasable upon exercise by at least one one-hundredth (1/100th) of a Common Share, as the case may be.

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

No fraction of a Warrant Share will be issued upon the exercise of a Warrant and no cash payment will be made in lieu thereof. Warrant holders are not entitled to any voting rights or pre-emptive rights or any other rights conferred upon a person as a result of being a holder of Common Shares.

From time to time, the Company and the Warrant Agent, without the consent of the holders of Warrants, may amend or supplement the Warrant Indenture for certain purposes, including curing defects or inconsistencies or making any change that does not adversely affect the rights of any holder of Warrants. Any amendment or supplement to the Warrant Indenture that adversely affects the interests of the holders of the Warrants may only be made by “extraordinary resolution”, which will be defined in the Warrant Indenture as a resolution either (1) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 25% of the aggregate number of the then outstanding Warrants and passed by the affirmative vote of holders of Warrants representing not less than 66⅔% of the aggregate number of Warrants represented at the meeting and voted on the poll upon such resolution, or (2) adopted by an instrument in writing signed by the holders of not less than 66⅔% of the aggregate number of all then outstanding Warrants.

The Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and the Warrants will not be exercisable by or on behalf of a person in the United States or a U.S. Person, nor will certificates representing the Warrant Shares be registered or delivered to an address in the United States, unless an exemption from registration under the U.S. Securities Act and any applicable state securities laws is available and the Company has received an opinion of counsel of recognized standing or other evidence to such effect in form and substance reasonably satisfactory to the Company; provided, however, that a holder who is a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities Act) at the time of exercise of the Warrants who purchased Units in the Offering to, or for the account or benefit of, persons in the United States or U.S. Persons will not be required to deliver an opinion of counsel or such other evidence in connection with the exercise of Warrants that are a part of those Units.

PRIOR SALES

The following table sets forth the details regarding all issuances of Common Shares, including issuances of all securities convertible or exchangeable into Common Shares, during the 12-month period before the date of this Prospectus.

Date	Type of Security Issued	Number of Securities Issued	Issuance Price per Security	Exercise Price per Security
19-Oct-20 14-Sept-20 10-Sept-20	Common Shares(1) Common Shares(1) RSUs(2)	100,000 100,000 1,310,000	$1.59 $0.52 $0.52	N/A N/A N/A

Date	Type of Security Issued	Number of Securities Issued	Issuance Price per Security	Exercise Price per Security
28-Aug-20 26-Aug-20 26-Aug-20 01-Jun-20 01-Jun-20 01-Jun-20 04-Dec-19 27-Nov-19 25-Nov-19 25-Nov-19	Common Shares(1) RSUs(2) Common Shares(1) Common Shares(1) Common Shares(1) Common Shares(1) Common Shares(1) Stock Options(3) RSUs(2) Common Shares(1)	200,000 1,440,000 20,000 577,500 25,000 843,750 630,000 1,600,000 1,700,000 1,241,250	$0.51 $0.51 $2.45 $2.45 $1.03 $0.89 $2.45 N/A $1.03 $0.89	N/A N/A N/A N/A N/A N/A N/A $2.90 N/A N/A

Notes:

(1) Issued in satisfaction of vested restricted share units (“ RSUs ”) pursuant to the terms of the Company’s restricted share unit plan (the “ RSU Plan ”).
(2) Awarded to certain directors and officers of the Company and other eligible persons pursuant to the terms of the RSU Plan.
(3) Granted pursuant to the terms of the Company’s stock option plan.

TRADING PRICE AND VOLUME

The outstanding Common Shares are currently traded on the TSXV under the trading symbol “KHRN”, and on the OTCQX under the trading symbol “KHRNF”. The following table sets forth the reported intraday high and low prices and monthly trading volumes of the Common Shares on the TSXV for the 12-month period prior to the date of this Prospectus.


		Common Shares


	Period		High ($)	Low ($)	Volume

November 1 – 12, 2020 October 2020 September 2020 August 2020 July 2020 June 2020 May 2020 April 2020 March 2020 February 2020 January 2020 December 2019 November 2019			$0.59 $0.495 $0.55 $0.58 $0.59 $0.77 $0.90 $0.69 $0.75 $0.92 $1.20 $1.06 $1.07	$0.385 11,145,721 $0.385 4,397,196 $0.41 5,690,382 $0.43 4,924,922 $0.47 5,316,620 $0.50 5,203,115 $0.63 8,994,702 $0.485 5,945,993 $0.30 12,009,030 $0.52 15,463,816 $0.89 5,793,642 $0.83 6,208,014 $0.79 9,524,010

On November 12, 2020, the last day of trading prior to the date of this Prospectus, the closing price per Common Share on the TSXV was $0.385, and on the OTCQX was US$0.298.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations pursuant to the Income Tax Act (Canada) (the “ Tax Act ”) generally applicable to

a purchaser who acquires a Unit pursuant to this Offering. For purposes of this summary, references to Common Shares include Unit Shares and Warrant Shares unless otherwise indicated.

This summary applies only to a purchaser who is a beneficial owner of Unit Shares and Warrants acquired pursuant to this Offering and who, for the purposes of the Tax Act, and at all relevant times: (i) deals at arm’s length and is not affiliated with the Company or the Underwriters; and (ii) acquires and holds the Unit Shares, Warrants and any Warrant Shares acquired on the exercise of the Warrants as capital property (a “ Holder ”). Generally, the Common Shares and Warrants will be considered to be capital property to a Holder unless the Holder holds such securities in the course of carrying on a business of trading or dealing in securities or has acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to a Holder (a) that is a “financial institution” for purposes of the mark-to-market rules contained in the Tax Act; (b) that is a “specified financial institution”, as defined in the Tax Act; (c) an interest in which is a “tax shelter investment”, as defined in the Tax Act; (d) that has made a functional currency reporting election under the Tax Act to report its “Canadian tax results” as defined in the Tax Act in a currency other than Canadian currency; (e) that has entered or will enter into a “derivative forward agreement” or a “synthetic disposition arrangement”, as defined in the Tax Act, with respect to the Common Shares or the Warrants; or (f) that receives dividends on the Common Shares under or as part of a “dividend rental arrangement”, as defined in the Tax Act. Such Holders should consult with their own tax advisors with respect to an investment in Units.

Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada, and is, or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of the Units, controlled by a non-resident corporation (or pursuant to the Tax Proposals, a non-resident person or a group of persons comprised of any combination of non-resident corporations, non-resident individuals or nonresident trusts that do not deal with each other at arm's length) for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their tax advisors with respect to the consequences of acquiring Units.

This summary is based upon the current provisions of the Tax Act in force as of the date hereof, counsel’s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the “ CRA ”) published by it in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Tax Proposals ”) and assumes that the Tax Proposals will be enacted substantially as proposed; however, no assurance can be given that the Tax Proposals will be enacted as proposed or at all. Other than the Tax Proposals, this summary does not otherwise take into account or anticipate any changes in law or the CRA’s administrative policies or assessing practices, whether by legislative, governmental, administrative or judicial decision or action, nor does it take into account any provincial, territorial or foreign income tax legislation or considerations, which considerations may differ significantly from the Canadian federal income tax considerations discussed in this summary. Holders that are non-residents of Canada for the purposes of the Tax Act should consult with their own tax advisors with respect to the tax consequences of acquiring, holding and disposing of Common Shares and Warrants in any jurisdiction in which they may be subject to tax, including Canada.

This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Accordingly, Holders should consult their own tax advisors with respect to their particular circumstances.

Allocation of Cost

A Holder who acquires Units pursuant to this Offering will be required to allocate the purchase price paid for each Unit on a reasonable basis between the Unit Share and the Warrant comprising each Unit in order to determine the cost to such Holder of a Unit Share and Warrant for the purposes of the Tax Act.

For its purposes, the Company has advised counsel that, of the $0.45 subscription price for each Unit, it intends to allocate $0.39 to each Unit Share and $0.06 to each Warrant. Although the Company believes that this allocation is reasonable, it is not binding on the CRA or on a Holder, and the CRA may not be in agreement with such allocation. Counsel express no opinion with respect to such allocation.

Adjusted Cost Base of Unit Share

The adjusted cost base to a Holder of each Unit Share comprising a part of a Unit acquired pursuant to this Offering will be determined by averaging the cost of such Unit Share with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the acquisition.

Exercise of Warrants

No gain or loss will be realized by a Holder of a Warrant upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder’s cost of the Warrant Share acquired thereby will be equal to the adjusted cost base of the Warrant to such Holder, plus the amount paid on the exercise of the Warrant. For the purpose of computing the adjusted cost base to a Holder of each Warrant Share acquired on the exercise of a Warrant, the cost of such Warrant Share must be averaged with the adjusted cost base to such Holder of all other Common Shares (if any) held by the Holder as capital property immediately prior to the exercise of the Warrant.

Holders Resident in Canada

The following section of this summary is generally applicable to a Holder who, for purposes of the Tax Act, is or is deemed to be resident in Canada at all relevant times (a “ Resident Holder ”). A Resident Holder whose Common Shares might not otherwise qualify as capital property, may in certain circumstances, make an irrevocable election permitted by subsection 39(4) of the Tax Act to deem the Common Shares, and every other “Canadian security” (as defined in the Tax Act), held by such Resident Holder in a taxation year of the election and all subsequent taxation years to be capital property. This election does not apply to Warrants. Resident Holders should consult with their own tax advisors regarding this election.

Expiry of Warrants

In the event of the expiry of an unexercised Warrant, a Resident Holder will generally realize a capital loss equal to the Resident Holder’s adjusted cost base of such Warrant. The tax treatment

of capital gains and capital losses is discussed in greater detail below under the subheading “ Capital Gains and Capital Losses ”.

Dividends

A Resident Holder will be required to include in computing its income for a taxation year any taxable dividends received or deemed to be received on the Common Shares. In the case of a Resident Holder that is an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received from “taxable Canadian corporations” (as defined in the Tax Act). Taxable dividends received from a taxable Canadian corporation which are designated by such corporation as “eligible dividends” will be subject to an enhanced gross-up and dividend tax credit regime in accordance with the rules in the Tax Act.

In the case of a Resident Holder that is a corporation, the amount of any such taxable dividends that is included in its income for a taxation year will generally be deductible in computing its taxable income for that taxation year. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a “private corporation” or a “subject corporation”, as defined in the Tax Act may be liable to pay a tax under Part IV of the Tax Act (which generally is refundable, subject to the detailed rules of the Tax Act) on dividends received or deemed to be received on the Common Shares to the extent such dividends are deductible in computing the Resident Holder’s taxable income for the taxation year.

Dispositions of Common Shares and Warrants

A Resident Holder who disposes of or is deemed to have disposed of a Common Share (other than on a disposition to the Company that is not a sale in the open market in the manner in which shares would normally be purchased by any member of the public in an open market) or Warrant (other than on the exercise of a Warrant) will generally realize a capital gain (or capital loss) in the taxation year of the disposition equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, are greater (or are less) than the adjusted cost base to the Resident Holder of the Common Share or Warrant, as the case may be, immediately before the disposition or deemed disposition. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “ Capital Gains and Capital Losses ”.

Capital Gains and Capital Losses

A Resident Holder will generally be required to include in computing its income for the taxation year, one-half of the amount of any capital gain (a “ taxable capital gain ”) realized in such year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder will be required to deduct one-half of the amount of any capital loss (an “ allowable capital loss ”) against taxable capital gains realized in the taxation year of disposition. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances specified in the Tax Act.

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

A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay a tax (which is generally refundable, subject to the detailed rules of the Tax Act) on its “aggregate investment income” (as defined in the Tax Act) for the year, which will include taxable capital gains realized in respect of the Common Shares or Warrants.

Minimum Tax

In general terms, a Resident Holder that is an individual or a trust (other than certain specified trusts) that receives or is deemed to have received taxable dividends on the Common Shares or realizes a capital gain on the disposition or deemed disposition of Common Shares or Warrants may be liable for alternative minimum tax under the Tax Act. Such Resident Holders should consult their own tax advisors in this regard.

Holders Not Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax Act: (i) is not, and is not deemed to be, resident in Canada; and (ii) does not use or hold the Common Shares or Warrants in connection with carrying on a business in Canada (“ Non-Resident Holder ”). This summary does not apply to a Holder that carries on, or is deemed to carry on, an insurance business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act) and such Holders should consult their own tax advisors.

Dividends

Dividends paid or credited or deemed under the Tax Act to be paid or credited by the Company to a Non-Resident Holder on the Common Shares will generally be subject to Canadian withholding tax at the rate of 25% on the gross amount of such dividend, unless such rate is reduced by the terms of an applicable tax treaty or convention. Under the Canada-United States Tax Convention (1980) , as amended (the “ Treaty ”), the rate of withholding tax on dividends paid or credited to a Non-Resident Holder who is resident in the U.S. for purposes of the Treaty and fully entitled to benefits under the Treaty (a “ U.S. Holder ”) is generally limited to 15% of the gross amount of the dividend (or 5% in the case of a U.S. Holder that is a company beneficially owning at least 10% of the Company’s voting shares).

Dispositions of Common Shares and Warrants

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed disposition of a Common Share or Warrant, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Common Share or Warrant (as applicable) is, or is deemed to be, “taxable Canadian property” of the Non-Resident Holder

for the purposes of the Tax Act and the Non-Resident Holder is not entitled to an exemption pursuant to the terms of an applicable tax treaty or convention.

Provided that the Common Shares are listed on a “designated stock exchange” for purposes of the Tax Act (which currently includes Tiers 1 and 2 of the TSXV), at the time of disposition, the Common Shares and Warrants will generally not constitute taxable Canadian property of a NonResident Holder at that time, unless at any time during the 60 month period immediately preceding the disposition, (i) at least 25% of the issued shares of any class or series of the capital stock of the Company were owned by or belonged to any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm’s length, and (c) partnerships in which the Non-Resident Holder or a person described in (b) held a membership interest directly or indirectly through one or more partnerships; and (ii) at such time, more than 50% of the fair market value of such shares was derived, directly or indirectly, from any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act), or options in respect of, interests in, or for civil law rights in such properties, whether or not such property exists. Notwithstanding the foregoing, the Common Shares and Warrants may also be deemed to be taxable Canadian property to a Non-Resident Holder for purposes of the Tax Act in certain circumstances. NonResident Holders should consult their own tax advisors as to whether their Common Shares or Warrants constitute “taxable Canadian property” in their own particular circumstances.

In cases where a Non-Resident Holder disposes (or is deemed to have disposed) of a Common Share or Warrant that is taxable Canadian property to that Non-Resident Holder, and the NonResident Holder is not entitled to an exemption under an applicable income tax convention, the consequences described above under the headings “ Holders Resident in Canada — Dispositions of Common Shares and Warrants ” and “ — Capital Gains and Capital Losses ” will generally be applicable to such disposition. Such Non-Resident Holders should consult their own tax advisors.

ELIGIBILITY FOR INVESTMENT

In the opinion of Gowling WLG (Canada) LLP counsel to the Company, and Cassels Brock & Blackwell LLP, counsel to the Underwriters, based on the current provisions of the Tax Act and the regulations thereunder, in force as of the date hereof, the Unit Shares, Warrants, and Warrant Shares, if issued on the date hereof, would be qualified investments for trusts governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan, registered disability savings plan, tax-free savings account, as those terms are defined in the Tax Act (collectively referred to as “ Registered Plans ”) or a deferred profit sharing plan (“ DPSP ”) (as defined in the Tax Act), provided that:

i. in the case of Unit Shares and Warrant Shares, the Unit Shares or Warrant Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes Tiers 1 and 2 of the TSXV) or the Company otherwise qualifies as a “public corporation” (as defined in the Tax Act); and
ii. in the case of the Warrants,
a. the Warrants are listed on a “designated stock exchange” as defined in the Tax Act; or
b. the Warrant Shares are qualified investments as described in (i) above and neither the Company, nor any person with whom the Company does not deal

at arm’s length, is an annuitant, a beneficiary, an employer or a subscriber under or a holder of such Registered Plan or DPSP.

Notwithstanding the foregoing, the holder or subscriber of, or an annuitant under a Registered Plan, as the case may be, (the “ Controlling Individual ”) will be subject to a penalty tax in respect of Unit Shares, Warrant Shares or Warrants held in the Registered Plan if such securities are a “prohibited investment” (as defined in the Tax Act) for the particular Registered Plan. A Unit Share, Warrant Share or Warrant generally will be a “prohibited investment” for a Registered Plan if the Controlling Individual does not deal at arm’s length with the Company for the purposes of the Tax Act or the Controlling Individual has a “significant interest” (as defined in subsection 207.01(4) the Tax Act) in the Company. In addition, the Unit Shares and Warrant Shares will generally not be a “prohibited investment” if such securities are “excluded property” (as defined in the Tax Act) for the Registered Plan. Controlling Individuals should consult their own tax advisors as to whether the Unit Shares, Warrant Shares, or Warrants will be a prohibited investment in their particular circumstances.

RISK FACTORS

An investment in the Units is speculative and involves certain risks. When evaluating the Company and its business, prospective purchasers of the Units should consider carefully the information set out in this Prospectus and the risks described below and in the documents incorporated by reference in this Prospectus, including those risks identified and discussed under the heading “ Risk Factors ” in the Annual Information Form, which is incorporated by reference herein.

There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described below (or incorporated by reference herein) or other unforeseen risks. If any of the risks described below or in the Annual Information Form actually occur, then the Company’s business, financial condition and operating results could be adversely affected.

The risks and uncertainties described or incorporated by reference herein are not the only ones the Company faces. Additional risks and uncertainties, including those that the Company is unaware of or that are currently deemed immaterial, may also adversely affect the Company and its business. Investors should consult with their professional advisors to assess any investment in the Company.

Risks Related to the Offering

An Investment in the Units is Speculative

An investment in the Units and the Company’s prospects generally, are speculative due to the risky nature of its business and the present stage of its development. Investors may lose their entire investment and should carefully consider the risk factors described below and under the heading “ Risk Factors ” in the Annual Information Form.

Investment in the Cannabis Sector

Cannabis-related financial transactions are subject to a variety of laws that vary by jurisdiction, many of which are unsettled and still developing. While the interpretation of these laws are unclear, in some jurisdictions, financial benefit directly or indirectly arising from conduct that would be considered unlawful in such jurisdiction may be viewed to be within the purview of these laws

and regulations, and persons receiving any such benefit, including investors in an applicable jurisdiction, may be subject to liability. Each prospective investor should contact his, her or its own legal advisor.

Discretion in the Use of Proceeds

Management will have discretion concerning the use of the proceeds of the Offering as well as the timing of their expenditure. As a result, an investor will be relying on the judgment of management for the application of the proceeds of the Offering. Management may use the net proceeds of the Offering other than as described under the heading “ Use of Proceeds ” if they believe it would be in the Company’s best interest to do so and in ways that an investor may not consider desirable. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Company’s results of operations may suffer.

Additional Financing

The continued development of the Company will require additional financing. There is no guarantee that the Company will be able to achieve its business objectives. The Company intends to fund its business objectives by way of additional offerings of equity and/or debt financing as well as through anticipated positive cash flow from operations in the future. The failure to raise or procure such additional funds or the failure to achieve positive cash flow could result in the delay or indefinite postponement of current business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Company. If additional funds are raised by offering equity securities, existing shareholders could suffer significant dilution. The Company will require additional financing to fund its operations until positive cash flow is achieved, see “ Risk Factors – Risks Related to the Offering – Negative Cash Flow from Operations ”.

No Market for Warrants

There is currently no market through which the Warrants may be sold and the Company cannot provide any assurance that the Warrants will be listed on the TSXV, or, if listed, that an active trading market for the Warrants will develop. Accordingly, the purchasers may not be able to resell the securities purchased under this short form prospectus. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants, and the extent of issuer regulation.

Volatile Market Price of the Common Shares

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

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

Risks Related to 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 shareholders will have no pre-emptive rights in connection with such further issuance. 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 options issued under the Company’s stock option plan, the vesting of restricted share units issued under the Company’s restricted share unit plan, upon the exercise of other outstanding convertible securities and obligations. Furthermore, the Company may complete additional corporate and property acquisitions pursuant to which it may issue Common Shares or other equity as partial or full consideration for such acquisitions.

Negative Cash Flow from Operations

The Company had negative operating cash flow for the financial year ended December 31, 2019. Although the Company anticipates it will have positive cash flow from operating activities in future periods, the Company cannot guarantee it will have a cash flow positive status in the future. To the extent that the Company has negative cash flow in any future period, certain of the proceeds from the Offering may be used to fund such negative cash flow from operating activities, see “Use of Proceeds”.

Risks Related to the Business

Implications of the COVID-19 Pandemic

The global outbreak of COVID-19 has resulted in governments worldwide enacting emergency measures to protect against the spread of the virus. These measures, which include, among other things, limitations on travel, self-imposed quarantine periods and social distancing measures, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of any government and/or central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.

The Company cautions that it is impossible to fully anticipate or quantify the effect and ultimate impact of the COVID-19 pandemic as the situation is rapidly evolving. The extent to which COVID19 impacts the Company’s results will depend on future developments, which are highly uncertain

and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken by governments to contain it or treat its impact, including shelter in place directives, which, if extended, may impact the economies in which the Company now operates, or may in the future operate, and key markets into which the Company sells or intends to sell its products.

The risks associated with global COVID-19 measures, and the Company’s own protocols, may have a material impact on the Company’s ability to grow its business and generate revenue, which in turn could materially impact the Company’s financial condition and results from operations. As of the date of this Prospectus, the Company has continued modified operations under COVID-19 protocols. The Company is actively addressing risks to its business from COVID-19 through a broad range of measures throughout its structure and is re-assessing its response to the COVID19 pandemic on an ongoing basis, see “Description of the Business - Recent Developments – COVID-19 Pandemic” for additional information.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

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

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

LEGAL MATTERS

Certain legal matters in connection with this Offering will be passed upon on behalf of the Company by Gowling WLG (Canada) LLP, and on behalf of the Underwriters by Cassels Brock & Blackwell LLP. As at the date hereof, the partners and associates of Gowling WLG (Canada) LLP and Cassels Brock & Blackwell LLP, each as a group, beneficially own, directly and indirectly, in the aggregate, less than one percent of the Common Shares.

AUDITOR, TRANSFER AGENT AND REGISTRAR

MNP LLP, who have provided the auditors’ report on the Annual Financial Statements incorporated by reference in the Prospectus, are independent within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

Effective as of July 10, 2020, BDO Canada LLP are now the auditors of the Company who are independent within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

The registrar and transfer agent for the Common Shares is TSX Trust Company at its offices in Toronto, Ontario.

CERTIFICATE OF THE COMPANY

November 13, 2020

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

(Signed) “ Alvaro Torres ” (Signed) “ Joel Friedman ” Alvaro Torres Joel Friedman Chief Executive Officer Chief Financial Officer

On behalf of the Board of Directors:

(Signed) “ Christopher Naprawa ” (Signed) “ Deborah Rosati ” Christopher Naprawa Deborah Rosati Director Director

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CERTIFICATE OF THE UNDERWRITERS

November 13, 2020

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

CANACCORD GENUITY CORP.

(Signed) “ Malcolm Inglis ” Malcolm Inglis Director, Investment Banking

ATB CAPITAL MARKETS INC.

(Signed) “ Adam Carlson ” Adam Carlson Managing Director

LEEDE JONES GABLE INC.

(Signed) “ Jim Dale ” Jim Dale Chief Executive Officer

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Khiron Life Sciences Corp. — Capital/Financing Update 2020

47040_rns_2020-11-13_ac985c9e-0722-4a0e-8791-aefbc27ea83c.pdf

PRELIMINARY SHORT FORM PROSPECTUS