Khiron Life Sciences Corp.

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

A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in the territories of Canada and a copy of this amended and restated preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in the provinces of Canada, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus and amended and restated preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the 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 preliminary short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by the persons permitted to sell such securities.

The securities offered hereunder have not been and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act " ), or any state securities laws. These securities will not be offered or sold to, or for the account or benefit of, persons within the United States or " U.S. persons " , as such term is defined in Regulation S under the U.S. Securities Act unless the securities are registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available. See " Plan of Distribution " . This preliminary short form base shelf prospectus does not constitute an offer to sell or a solicitation of an offer to buy the securities offered hereby to, or for the account or benefit of, persons in the United States or U.S. persons.

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

New Issue April 16, 2021

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS DATED APRIL 16, 2021 IN THE TERRITORIES OF CANADA

– AND – AMENDED AND RESTATED PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS DATED APRIL 16, 2021 AMENDING AND RESTATING THE PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS DATED JANUARY 18, 2021 IN THE PROVINCES OF CANADA

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$50,000,000 Common Shares Warrants Units Debt Securities Subscription Receipts

This short form base shelf prospectus (" Prospectus ") relates to the offering for sale by Khiron Life Sciences Corp. (the " Company " or " Khiron ") during the 25-month period that this Prospectus, including any of amendments thereto, remains valid, of up to $50,000,000 in the aggregate of: (i) common shares (" Common Shares ") of the Company; (ii) warrants (" Warrants ") to purchase other Securities (as defined below) of the Company; (iii) units (" Units ") comprising of one or more of the other Securities, (iv) senior and subordinated unsecured debt securities (collectively, " Debt Securities "), including debt securities convertible or exchangeable into other securities of the Company, and (v) subscription receipts (" Subscription Receipts " and together with the Common Shares,

Warrants, Units and Debt Securities, collectively referred to herein as the " Securities "). The Securities may be offered separately or together, in amounts, at prices and on terms determined based on market conditions at the time of the sale and as set forth in an accompanying prospectus supplement (" Prospectus Supplement ").

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, except in cases where an exemption from such delivery requirements is available. Each Prospectus Supplement containing the specific terms of any Securities will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

The specific terms of any Securities offered will be described in a Prospectus Supplement, including: (i) in the case of Common Shares, the number of Common Shares offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution) and any other specific terms; (ii) in the case of Warrants, the number of Warrants being offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution), the designation, number and terms of the other Securities purchasable upon exercise of the Warrants, and any procedures that will result in the adjustment of those numbers, the exercise price, the dates and periods of exercise and any other specific terms; (iii) in the case of Units, the number of Units offered, the offering price, the designation, number and terms of the other Securities comprising the Units, and any other specific terms; (iv) in the case of the Debt Securities, the specific designation of the Debt Securities, whether such Debt Securities are senior or subordinate, the aggregate principal amount of the Debt Securities being offered, the currency or currency unit in which the Debt Securities may be purchased, authorized denominations, any limit on the aggregate principal amount of the Debt Securities of the series being offered, the issue and delivery date, the maturity date, the offering price (at par, at a discount or at a premium), the interest rate or method of determining the interest rate, the interest payment date(s), any conversion or exchange rights that are attached to the Debt Securities, any redemption provisions, any repayment provisions and any other specific terms; and (v) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution), the terms, conditions and procedures for the conversion of the Subscription Receipts into other Securities, the designation, number and terms of such other Securities, and any other specific terms. A Prospectus Supplement relating to a particular offering of Securities may include terms pertaining to the Securities being offered thereunder that are not within the terms and parameters described in this Prospectus.

The Securities may be sold through underwriters or dealers, directly by us pursuant to applicable statutory exemptions, or through designated agents from time to time. See " Plan of Distribution ". The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent, as the case may be, engaged by the Company in connection with the offering and sale of the Securities, and will set forth the terms of the offering of such Securities, including, to the extent applicable, any fees, discounts or any other compensation payable to underwriters, dealers or agents in connection with the offering, the method of distribution of the Securities, the initial issue price (in the event that the offering is a fixed price distribution), the net proceeds to us and any other material terms of the plan of distribution.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. This Prospectus may qualify an "at-the-market distribution", as defined in National Instrument 44-102 — Shelf Distributions (" NI 44-102 "). If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers including sales in transactions that are deemed to be "at-the-market distributions", including sales made directly on the TSX Venture Exchange Inc. (the " TSXV ") or other existing trading markets for the Securities, and as set forth in an accompanying Prospectus Supplement, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers is less than the gross proceeds paid by the underwriter, dealer or agent to the Company. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution. See " Plan of Distribution ".

This Prospectus does not qualify the issuance of Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this Prospectus may qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers' acceptance rate, or to recognized market benchmark interest rates such as benchmarks commonly known as "LIBOR", "EURIBOR" or a United States federal funds rate.

No underwriter or dealer involved in an "at-the-market distribution" under this Prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such an underwriter or dealer will over-allot securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the offered Securities.

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

The Common Shares are listed on the TSXV under the trading symbol "KHRN" and trade in the United States on the OTCQX under the trading symbol "KHRNF". On April 15, 2021, the last trading day prior to the filing of this Prospectus, the closing prices of the Common Shares listed on the TSXV and the OTCQX were $0.50 and US$0.414 respectively.

Unless specified in the applicable Prospectus Supplement, there is no market through which the Subscription Receipts, Warrants, Units and Debt Securities may be sold and purchasers may not be able to resell the Subscription Receipts, Warrants, Units and Debt Securities purchased under this Prospectus and the Prospectus Supplement. This may affect the pricing of the Subscription Receipts, Warrants, Units and Debt Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Subscription Receipts, Warrants, Units and Debt Securities and the extent of issuer regulation. See " Risk Factors ".

Prospective investors should be aware that the purchase of Securities may have tax consequences that may not be fully described in this Prospectus or in any Prospectus Supplement, and should carefully review the tax discussion, if any, in the applicable Prospectus Supplement and in any event consult with a tax advisor.

An investment in the Securities is subject to a number of risks, including those risks described in this Prospectus and documents incorporated by reference into this Prospectus. See " Risk Factors " in this Prospectus and in the Company's Annual Information Form (as defined below) and Interim MD&A (as defined below) incorporated by reference herein.

No person is authorized by the Company to provide any information or to make any representation other than as contained in this Prospectus in connection with the issue and sale of the Securities offered hereunder.

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

Each of Alvaro Torres (CEO and Director), Alvaro Yanez (Director), Vicente Fox (Director) and Juan Carlos Echeverry (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 " and " Enforcement of Civil Liabilities ".

iii

In this Prospectus, references to the " Company ", " Khiron ", " we ", " us " and " our " refer to Khiron Life Sciences Corp. and/or, as applicable, one or more of its subsidiaries. The Company's head and registered office is located at 2300-550 Burrard Street, Vancouver, British Columbia, V6C 2B5.

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GENERAL MATTERS.............................................................................................................................................. 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION ........................................................ 1 FUTURE-ORIENTED FINANCIAL INFORMATION ................................................................................................ 2 EXEMPTION ............................................................................................................................................................ 3 MARKET AND INDUSTRY DATA ........................................................................................................................... 3 MARKETING MATERIALS ...................................................................................................................................... 3 DOCUMENTS INCORPORATED BY REFERENCE .............................................................................................. 3 THE COMPANY ....................................................................................................................................................... 5 CONSOLIDATED CAPITALIZATION ...................................................................................................................... 9 USE OF PROCEEDS ............................................................................................................................................ 10 DESCRIPTION OF SECURITIES BEING DISTRIBUTED .................................................................................... 12 PLAN OF DISTRIBUTION ..................................................................................................................................... 16 RISK FACTORS .................................................................................................................................................... 17 CERTAIN FEDERAL INCOME TAX CONSIDERATIONS .................................................................................... 18 INTERESTS OF EXPERTS ................................................................................................................................... 18 AUDITORS, TRANSFER AGENT AND REGISTRAR ........................................................................................... 18 ENFORCEMENT OF CIVIL LIABILITIES .............................................................................................................. 18 STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION ...................................... 19 CERTIFICATE OF THE COMPANY .................................................................................................................... C-1

GENERAL MATTERS

Investors should rely only on the information contained in or incorporated by reference into this Prospectus or any applicable Prospectus Supplement. The Company has not authorized anyone to provide investors with different information. Information contained on the Company's website shall not be deemed to be a part of this Prospectus or incorporated by reference herein or in any applicable Prospectus Supplement 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 is not making an offer of these Securities in any jurisdiction where the offer is not permitted. Investors should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front of this Prospectus or the date of the relevant document incorporated by reference. The Company's business, operating results, financial condition and prospects may have changed since that date.

In this Prospectus, unless stated otherwise or the context requires otherwise, all dollar amounts are expressed in Canadian dollars.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus and the documents incorporated by reference herein contain certain "forward-looking 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 forward-looking terminology such as "expect", "believe", "likely", "may", "will", "should", "intend", "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 they 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. Forward-looking statements in this Prospectus and the documents incorporated by reference herein include, but are not limited to, statements with respect to:

the Company's business objectives and milestones and the anticipated timing of execution;
the accretive benefits to the business of the Company of any recently completed and proposed transaction involving the Company;
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, including the sufficiency of existing financial resources to continue operations over the next 12 months;
the anticipated future gross revenues and profit margins of the Company's operations;
the Company's expectations regarding its revenue, expenses and operations, including its anticipation of positive cash flow from operating activities in future periods and expected use of proceeds from financing activities in a manner that support the Company's pathway to cash flow positive operations over the next 12 months;
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 its 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 material 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 events, trends and challenges in the Company's business and the markets and jurisdictions in which the Company operates;
the potential impact of the COVID-19 pandemic on the Company and its operations;
the Company's plans and expectations regarding its responses to the ongoing COVID-19 pandemic;
the Company's expectations of the number of medical cannabis prescriptions filled in 2021 surpassing the number of such prescriptions filled 2020; and
the completion of and our use of the proceeds of any offering.

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 involves risks and uncertainties and is 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 forward-looking statements contained in this Prospectus or in any document incorporated by reference herein. 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 the foregoing cautionary statement. Investors should read this entire Prospectus, including the Annual Information Form, and each applicable Prospectus Supplement, and consult their own professional advisers to ascertain and assess the income tax and legal risks and other aspects associated with holding Securities.

FUTURE-ORIENTED FINANCIAL INFORMATION

Select financial information included in this Prospectus is unaudited. There is a material risk that the audited financial results will differ significantly from the unaudited financial information presented herein. This Prospectus also contains future-oriented financial information and financial outlook information (collectively, " FOFI ") including, without limitation:

the Corporation's expected use of available funds over the next 12 months; and

the expected sources of funds available to the Corporation.

In addition to the risk factors set forth herein and in the Annual Information Form, the FOFI contained herein involves a variety of known and unknown risks, uncertainties and other factors which may cause the Corporation's actual plans, intentions, activities, results, performance or achievements to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such FOFI. Such additional risks include, without limitation:

the Corporation and its subsidiaries may be unable to generate sufficient revenue or realize sufficient margins to enable the Corporation to meet the current projections outlined in this Prospectus; and
the Corporation may encounter delays or complications in construction or other unforeseen circumstances that result in capital expenditures being higher than currently anticipated.

FOFI contained in this Prospectus was made as of the date of this Prospectus and was provided for the purpose of describing the anticipated effects of the expected revenue and proceeds on the Corporation's business objectives. The Corporation disclaims any intention or obligation to update or revise any FOFI contained in this Prospectus, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this Prospectus should not be used for purposes other than for which it is disclosed herein.

EXEMPTION

Pursuant to a decision of the Autorité des marchés financiers dated January 14, 2021, the Company was granted a permanent exemption from the requirement to translate into French this Prospectus as well as the documents incorporated by reference therein and any Prospectus Supplement to be filed in relation to an "at-the-market distribution". This exemption is granted on the condition that this Prospectus and any Prospectus Supplement (other than in relation to an "at-the-market distribution") be translated into French if the Company offers Securities to Québec purchasers in connection with an offering of Securities other than in relation to an "at-the-market distribution".

MARKET AND INDUSTRY DATA

Market and industry data contained and incorporated by reference in this Prospectus or any applicable Prospectus Supplement concerning economic and industry trends is based upon good faith estimates of our management or derived from information provided by industry sources. The Company believes that such market and industry data is accurate and that the sources from which it has been obtained are reliable. However, we cannot guarantee the accuracy of such information and we have not independently verified the assumptions upon which projections of future trends are based.

MARKETING MATERIALS

Any template version of marketing materials (as such terms are defined in National Instrument 41-101 General Prospectus Requirements ) that are utilized in connection with the distribution of Securities will be filed under the Company's profile on SEDAR. In the event that such marketing materials are filed after the date of the applicable Prospectus Supplement for the offering and before termination of the distribution of such Securities, such filed versions of the marketing materials will be deemed to be incorporated by reference into the applicable Prospectus Supplement for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Company at 2300-550 Burrard Street, Vancouver, British Columbia, V6C 2B5, telephone (705) 527-3564, and are also available electronically on SEDAR.

The following documents of the Company filed with the securities commissions or similar authorities in Canada are incorporated by reference in this Prospectus:

the annual information form of the Company dated June 30, 2020 (the " Annual Information Form ") in respect of the fiscal year ended December 31, 2019;
the unaudited condensed consolidated interim financial statements of the Company as at and for the three and nine months ended September 30, 2020 and related notes thereto (excluding the notice of no auditor review) (the " Interim Financial Statements ");
the management's discussion and analysis of the Company for the three and nine months ended September 30, 2020 and 2019 (the " Interim MD&A ");
the audited consolidated financial statements of the Company and the notes thereto as at and for the fiscal years ended December 31, 2019 and 2018, together with the auditor's report thereon (the " Annual Financial Statements ");
the management's discussion and analysis of the Company for the fiscal years ended December 31, 2019 and 2018 (the " Annual MD&A ");
the management information circular dated August 4, 2020 in respect of the Company's annual general and special meeting held on September 10, 2020;
the material change report dated November 30, 2020 in respect of the appointment of Juan Carlos Echeverry as a director of Khiron;
the material change report dated November 9, 2020 in respect of the Company's bought deal unit offering (the " November Offering ");
the material change report dated June 15, 2020, regarding the resignation of Michael Beck from the board of directors of the Company and the concurrent appointment of Chris Naprawa as a director of the Company and Chairman of the board of directors; and
the material change report dated March 20, 2020, regarding the Company's receipt of certification of Good Elaboration Practices for Magistral Preparations with Cannabis (GEP).

Any document of the type referred to in Section 11.1 of Form 44-101F1 – Short Form Prospectus Distributions filed by the Company with a securities commission or similar regulatory authority in Canada after the date of this Prospectus and prior to 25 months from the date hereof shall be deemed to be incorporated by reference in this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes that statement. Any statement so modified or superseded shall not constitute a part of this Prospectus except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any 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.

Upon filing of a new Annual Information Form and related Annual Financial Statements with, and where required, accepted by, the applicable securities regulatory authorities during the currency of this Prospectus, the previous Annual Information Form, including all amendments thereto, the previous Annual Financial Statements and all Interim Financial Statements (including any Interim MD&A's related thereto), material change reports and management information circulars filed prior to the commencement of the fiscal year in which the new Annual Information Form is filed, shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder.

A Prospectus Supplement containing the specific terms of any Securities offered thereunder will be delivered to purchasers of such Securities together with this Prospectus to the extent required under applicable securities laws and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement solely for the purposes of the Securities offered hereunder and thereunder.

THE COMPANY

General

The Company was incorporated on May 16, 2012 under the Business Corporations Act (British Columbia) under the name "Adent Capital Corp." On May 15, 2018, the Company changed its name to "Khiron Life Sciences Corp." and completed a consolidation of its outstanding Common Shares on an 8 for 1 basis, and on May 16, 2018 the Company's wholly-owned subsidiary 10546534 Canada Ltd. amalgamated with Khiron Life Sciences Corp., which transaction constituted the Company's "Qualifying Transaction" pursuant to the policies of the TSXV.

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 highTHC 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 - The Company grows, produces and sells branded products and services to patients with medical conditions where cannabis can be an acceptable, proven option.

Under the Medical Cannabis Products segment, the Company is focused on growing product sales in existing markets (Colombia, Peru, and the UK) and new markets (Germany, Brazil and Mexico):

By increasing patient access to trained medical professionals through the advancement of the Company's health services segment in applicable markets, including:
utilizing its small format, Zerenia-branded clinics to provide localized patient access to medical cannabis professionals; and
continuing to develop and deliver physician education to increase the number of prescribing physicians, drive prescriptions and enhance patient outcomes.
By establishing and expanding medical cannabis product offerings in new and existing markets; and
By continuing to obtain and maintain new and existing regulatory permits, licenses and quotas.

In Colombia, the Company intends to continue to establish small format clinics in metropolitan centers with large populations. 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 first prescriptions for high-THC medical cannabis product were issued in December 2020. 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 investment in physician education and training, and by establishing its supply chain and distribution network. The Company intends to establish a presence in Brazil based on the growth and development of the market.

In Mexico, 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 Mexico 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 working capital to strengthen the supply chain. Shipments to and sales in Germany commenced in March 2021 under a distribution agreement with Nimbus Health GmbH (" Nimbus "), a leading medical cannabis distributor in Germany.

The Company intends to leverage expertise gained in Colombia to advance operational strategies in other markets as they develop, subject to regulatory conditions. The Company intends to utilize asset-light supply and distribution strategies by leveraging the Company's existing infrastructure coupled with outsourced supply and distribution partnerships.

2) Health Services - The Company operates its own network of medium-complexity health centres (operating under the ILANS and Zerenia[TM] brands) offering a suite of health, medical and surgical services in alignment with insurance company partners.

Under the Health Services segment, the Company is focused on expanding operating capacity in each market in which it operates by investing in information technology and communications systems to expand e-Health and telehealth service delivery to new and underserved markets.

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).

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.

In Colombia, the Company is leveraging existing brand recognition to support continued e-commerce sales and distribution with local partners.

In all other markets where the Company's Wellbeing Products are available for sale including the UK, Spain, the United States, and Hong Kong, the Company is pursuing distribution agreements to expand market presence while reducing marketing and distribution costs.

While the Company has received its first order for Wellbeing Products in Hong Kong, no sales have occurred yet as fulfillment of the order is pending confirmation from the distributor to proceed. The Company continues to focus on re-activating key markets through strategic partnerships and online platforms.

Inter-Corporate Relationships

As at the date hereof, the Company's subsidiaries consist of the following:

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NAS I.P.S. is 100% owned by Khiron Colombia S.A.S. and is incorporated in Colombia.
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Recent Developments

On November 30, 2020, Mr. Juan Carlos Echeverry was appointed to the Company's board of directors.

In December 2020, following the success of the Company's full-scale Zerenia[TM] clinic in Bogota, the Company opened its first small-format Zerenia[TM] clinic in Medellin, Colombia. The Medellin clinic supports Khiron's goal of expanding regional access to the Company's clinic services and medical cannabis products for patients across the country, with a focus on in-person and telehealth services in Colombia's largest urban centres.

In December 2020, the Company secured coverage of its medical cannabis products by major health insurance providers in Colombia, in addition to the existing coverage granted to its clinic services.

In December 2020, the Company successfully completed the import of its high-THC medical cannabis product into Peru, becoming the first company in Colombia to export high-THC medical cannabis and also the only Colombian company to fill high-THC prescriptions in Peru for commercial purposes. The first prescriptions for high-THC in Peru were issued earlier in the month.

In February 2021, the Company introduced Latin America's first internationally accredited post graduate medical cannabis program, hosted by Mexico's TecSalud School of Medicine and Health Sciences. The program is delivered virtually and covers the theoretical and practical basis of medical cannabis, pharmacological properties of cannabinoids, and the international regulatory frameworks for medical cannabis.

In March 2021, following the successful launch of the Zerenia[TM] clinic in Medellin, Colombia, the Company opened a Zerenia[TM] clinic in Cali, Colombia. The Cali clinic is Khiron's second small-format Zerenia[TM] clinic, widening the Company's national presence.

In March 2021, the Company successfully exported its registered cannabis strains, in the form of live clones, from Colombia to Europe. This milestone represents the first shipment of medical cannabis live plant material to Europe from Colombia.

In March 2021, the Company successfully delivered EU-GMP medical cannabis product to Germany, in collaboration with Nimbus. Through Nimbus, sales of such medical cannabis product in Germany began shortly after the shipment was received.

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.

From the onset of the COVID-19 pandemic, Khiron shifted its strategic approach to limit global expansion, alter marketing methods and conserve cash, while still maintaining its overall strategic direction to improve the quality of life of patients and consumers. During this global crisis, and specifically in Q2-Q3 2020, the Company did and plans to continue to do the following:

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.

The COVID-19 pandemic affected the Company's financial performance during 2020 by slowing growth in sales of medical cannabis products in all markets. In Colombia, Khiron's most advanced medical cannabis market, the Company achieved initial sales and significant quarter-over-quarter growth rates; however, the restrictions placed

on operating activities to manage the pandemic, such as reduced operating capacities in the clinic, resulted in reduced sales that were significantly below pre-pandemic levels. Sales from the Company's Wellbeing Products were also affected as the Company de-prioritized promotional and market expansion activities as a result of the decreased consumer demand and the impact of the pandemic on retail activities which reduced available point of sale opportunities.

Overall, the impact of the COVID-19 pandemic to-date has been slow growth of sales across existing markets and a delay in entering new markets, effectively delaying the Company's pathway to profitability. In November 2020, the Company raised additional funds through the November Offering, an equity financing in order to provide adequate capital to fund the Company's growth in existing and new markets.

The Company has adapted operating activities to the current market conditions including increased reliance on telemedicine to deliver clinic services and prescriptions and has experienced continued month-over-month growth in the sales of medical cannabis products in Colombia and Peru since the easing of COVID-19 restrictions in those countries during the last quarter of 2020. The number of medical cannabis prescriptions issued through the Company's clinics since receipt of regulatory approval has surpassed 13,000 to-date, with over 40% of these occurring in 2021, demonstrating accelerated growth over 2020. The Company is on track for its total number of prescriptions filled during the first quarter of 2021 to exceed the total number of prescriptions filled during all of 2020. The number of prescriptions issued per quarter is expected to increase with the expansion of the Company's clinic footprint across Colombia, including recently completed investments in small-format Zerenia[TM] clinics in municipal centres that are expected to generate additional prescribing capacity for high-margin medical cannabis sales.

A return to COVID-19 restrictions, if enacted, could have implications similar to those experienced in 2020 such as tempered growth in sales, specifically in new markets where significant investments are required for start up costs and promotional activities. However, the Company's investment in and implementation of telemedicine services during 2020 may reduce the overall impact of such events on its sales of medical cannabis. In the event of a major disruption in operating activities, the Company expects to respond in a manner consistent with 2020 to reduce costs and allocate available resources to focus on core revenue generating operations and markets, including, where appropriate, rationalization of product lines and operating capacity.

For additional information see also " Risk Factors – Implications of the COVID-19 Pandemic ".

CONSOLIDATED CAPITALIZATION

The applicable Prospectus Supplement will describe any material changes, and the effect of such material changes, on the share and loan capitalization of the Company that will result from the issuance of Securities pursuant to each Prospectus Supplement.

Since September 30, 2020, the date of the Company's most recently filed Interim Financial Statements, there have been no material changes to the Company's consolidated capitalization apart from the completion of the November Offering the effect of which is set out in the following table:

Share Capital Common Shares Warrants (including 2019 Compensation Options) 2020 Compensation Options(1) Options Restricted Share Units	September 30, 2020 (unaudited) Unlimited common shares 117,867,068 1,381,449 Nil 5,134,167 7,390,000	After giving effect to the November Offering
		Unlimited common shares 150,067,068 33,581,449 1,932,000 5,134,167 7,390,000

Notes:

(1) Exercisable into one Common Share and one warrant, with each warrant being exercisable for one Common Share.

USE OF PROCEEDS

The use of proceeds from the sale of Securities will be described in a Prospectus Supplement relating to a specific issuance of Securities. Among other potential uses, the Company may use the net proceeds from the sale of Securities for future acquisitions, for capital expenditures and for general corporate and working capital purposes. Each applicable Prospectus Supplement will contain specific information concerning the use of proceeds from that sale of Securities by the Company. The Company is not actively pursuing any acquisitions at this time.

The Company has not, to date, generated positive cash flow from operating activities. The Company had negative operating cash flow for the financial years ended December 31, 2019 and 2018 and for the three and nine months ended September 30, 2020. To date, management's expectations for achieving profitability have not been realized due to a combination of regulatory delays, postponement of new market entry and reduced sales across certain product lines and service offerings. However, the Company anticipates it will achieve positive cash flow from operating activities in future periods due to the successful launch of medical cannabis sales in Colombia; the observed growth in the Company's medical cannabis sales in 2021 compared to 2020; the Company's belief that the Colombian vertically-integrated clinic model can be replicated in other markets such as Mexico and Peru (for example, by independently establishing clinics and/or partnering with existing clinics), and the anticipated medical cannabis sales in the UK and Germany. The Company cannot guarantee that it will generate positive cash flow from operating activities in future periods. Each applicable Prospectus Supplement will contain specific information concerning whether, and if so, to what extent, the Company will use the proceeds of the distribution to fund any anticipated negative cash flow from operating activities in future periods. See "Risk Factors – 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; on May 28, 2019, for gross proceeds of $28,751,035, and on November 26, 2020, for gross proceeds of $14,490,000. To date, the Company has largely applied the proceeds from the earlier offerings in accordance with the intended uses as previously disclosed by the Company. 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 temporarily suspended all capital investments in Uruguay and implemented measures to reallocate certain of the proceeds from the Company's Wellbeing Products towards executing on the Company's medical cannabis strategy both in Colombia and internationally. As the Company currently has sufficient operating capacity in its Ibague, Colombia facility, the suspension of investments in additional cultivation capacity in Uruguay is not expected to affect the Company's ability to meet expected demand for medical cannabis over the next twelve months. The Company has also reallocated $13 million of 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[TM] health centre in Bogota, Colombia. These capital projects are substantially completed and will not require significant additional injections of capital beyond ordinary course maintenance and improvements.

The proceeds from these financings have been used and or allocated as follows (with variances in the expected use of proceeds explained in the footnotes below):

(Canadian dollars)	September	February	May	November	Total	Use of	Use of	Variance4
	2018	2019	2019	2020	financings	proceeds as	proceeds as
						at Sept. 2020	atMar. 2021
Intended use of proceeds:	$	$	$	$	$	$	$	$
Colombia cultivation facility expansion and equipment	6,476,040	3,500,000	-	-	9,976,040	5,200,000	5,200,000	-
Clinic construction	520,000	-	-	-	520,000	520,000	520,000	-
Cosmeceutical product launch and marketing	1,150,000	1,550,000	5,000,000	-	7,700,000	2,400,000	2,400,000
International expansion	-	8,519,200	-	-	8,519,200	3,750,000	13,500,000	9,750,0001
Future acquisitions	-	4,000,000	-	-	4,000,000	1,200,000	1,200,000	-
Uruguay facility build	-	-	13,000,000	-	13,000,000	600,000	600,000	-
Operating capacity	-	-	-	5,000,000	5,000,000	-	5,000,000	5,000,0002
Working capital, general and
administrative and issuance	4,791,460	11,272,800	10,751,035	9,490,000	36,305,295	26,815,295	56,600,535	29,785,2403
costs
	12,937,500	28,842,000	28,751,035	14,490,000	85,020,535	40,485,295	85,020,535	44,535,240

Notes:

(1) The Company's international scope has expanded to include Peru, Brazil and Mexico in Latin America, and the UK and Germany in Europe, based on the Company's current expansion strategy. This balance reflects actual net operating expenditures that are higher than initial estimates due to delays in commencement of sales activities.
(2) Allocations to expanding operating capacity and operations in Colombia as described in the prospectus for the November Offering.
(3) Allocations to working capital as described in the prospectus for the November Offering and re-allocation to general and administrative expenses in response to the impact of COVID-19 on the Company's operations.
(4) The variances observed are not a result of additional funding obligations of the Company. The variance in the chart encompasses two broad concepts in the comparison to prior uses and intended uses of proceeds disclosures made as of September 2020 (the " Prior Disclosures "), namely: (a) the inclusion of the November Offering, which was not included in the Prior Disclosures; and (b) the Prior Disclosures did not include a reconciled total in relation to total financing amounts. In updating the Prior Disclosures to fully reconcile to the total value of the financings, the Company made updates to best reflect the current circumstances, including (i) additional amounts for international expansion to reflect the costs incurred by the Company in markets outside of Colombia since the time of the historical financings; and (ii) the balance of the unreconciled difference to the Prior Disclosures being included in working capital, general and administrative and issuance costs as historical proceeds were reallocated by the Company in order to support core operations following the onset of the COVID-19 pandemic. The current outlook for the Company utilizes the proceeds from the November Offering and the resources of the Company from before the completion of the November Offering. These variances do not reflect additional funding obligations or commitments of the Company, but rather the actual and expected use of proceeds from financing activities in a manner that supports the Company's expected pathway to cash flow positive operations over the next 12 months.

Operations Over the Next 12 Months

As at April 15, 2021, the Company anticipates it will require approximately $11.2 million to continue operations over the next 12 months, including funding for: net operating activities attributable to current operations (including general and administrative expenses), repayment of long-term debt including capitalized leases, capital expenditures attributable to current operations and the working capital requirements of the Company's acquired operations. Details of the foregoing funding requirements are as follows:

Uses for the Next 12 Months	Amount($)
Net operating expenditures related to current operations	6,150,000
Repayment of long-term debt, including capitalized leases	850,000
Capital expenditures related to current operations1	1,450,000
Net workingcapital requirements2	2,750,000
Total Funds Required Over Next 12 Months	11,200,000

Notes:

(1) Over the next 12 months, the Corporation expects to require approximately $1.45 million for capital expenditures related to current operations, to be allocated as follows: (a) upgrades and enhancements to the cultivation, post-harvest processing and extraction facility in Doima – $800,000; (b) new equipment and

upgrades to the existing clinics and set-up of new small format clinics – $550,000; and (c) other capital including corporate offices and IT infrastructure – $100,000.

(2) Over the next 12 months, the Corporation expects to require approximately $2.75 million for net working capital related to current operations to fund the growth in cannabis inventories and accounts receivables associated with the increased production and sales activities from the anticipated growth.

The Company has identified approximately $12.5 million of current resources available to it consisting of unrestricted cash (exclusive of any proceeds to be raised through the sale of Securities). The Company's existing available resources are sufficient to continue operations over the next 12 months, to meet the Company's obligations as they come due (including any current portion of any long term debt), and to meet its capital requirements for growth initiatives over the next 12 months. Details of the foregoing resources are as follows:

Sources for the Next 12 Months	Amount ($)
Unrestricted Cash1	12,500,000
Total Funds Available Over Next 12 Months	12,500,000

Notes:

(1) As of March 29, 2021, the Company had approximately $12.5 million in unrestricted cash available.

See also "The Company – Recent Developments – COVID-19 Pandemic" and "Risk Factors - Implications of the COVID-19 Pandemic".

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

The following is a brief summary of certain general terms and provisions of the Securities that may be offered pursuant to this Prospectus. This summary does not purport to be complete. The particular terms and provisions of the Securities as may be offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement pertaining to such offering of Securities, and the extent to which the general terms and provisions described below may apply to such Securities will be described in the applicable Prospectus Supplement.

Common Shares

The authorized capital of the Company consists of an unlimited number of Common Shares. As at April 15, 2021, the Company had 150,724,568 Common Shares issued and outstanding.

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.

Common Shares may be sold separately or together with certain other Securities under this Prospectus. Common Shares may also be issuable on conversion, exchange, exercise or maturity of certain other Securities qualified for issuance under this Prospectus.

Warrants

Warrants may be offered separately or together with other Securities, as the case may be. Each series of Warrants may be issued under a separate warrant indenture or warrant agency agreement to be entered into between the Company and one or more banks or trust companies acting as Warrant agent or may be issued as stand-alone contracts. The applicable Prospectus Supplement will include details of the Warrant agreements, if any, governing the Warrants being offered. The Warrant agent, if any, will be expected to act solely as the agent of the Company and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants. The following sets forth certain general terms and provisions of the Warrants that may be offered under this Prospectus. The specific terms of the Warrants, and the extent to which the general terms described in this section apply to those Warrants, will be set forth in the applicable Prospectus Supplement.

A copy of any warrant indenture or any warrant agency agreement relating to an offering of Warrants will be filed by the Company with the relevant securities regulatory authorities in Canada after it has been entered into by the Company.

Each applicable Prospectus Supplement will set forth the terms and other information with respect to the Warrants being offered thereby, which may include, without limitation, the following (where applicable):

the designation of the Warrants;
the aggregate number of Warrants offered and the offering price;
the designation, number and terms of the other Securities purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers;
the exercise price of the Warrants;
the dates or periods during which the Warrants are exercisable;
the designation and terms of any securities with which the Warrants are issued;
if the Warrants are issued as a unit with another Security, the date on and after which the Warrants and the other Security will be separately transferable;
any minimum or maximum amount of Warrants that may be exercised at any one time;
whether such Warrants will be listed on any securities exchange;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
certain material Canadian tax consequences of owning the Warrants; and
any other material terms and conditions of the Warrants.

Units

The Company may issue Units comprised of one or more of the other Securities described herein in any combination. Each Unit may be issued so that the holder of the Unit is also the holder of each Security included in the Unit; thus, the holder of a Unit may have the rights and obligations of a holder of each included Security. Any Unit agreement under which a Unit may be issued may provide that the Securities included in the Unit may not be held or transferred separately at any time or at any time before a specified date.

Each applicable Prospectus Supplement will set forth the terms and other information with respect to the Units being offered thereby, which may include, without limitation, the following (where applicable):

the designation, number and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;
any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units;
certain material Canadian tax consequences of owning the Securities comprising the Units; and
any other material terms and conditions of the Units.

Debt Securities

The Debt Securities will be senior or subordinated unsecured indebtedness of the Company as described in the relevant Prospectus Supplement. If the Debt Securities are senior indebtedness, they will rank equally and rateably with all other unsecured indebtedness of the Company, from time to time issued and outstanding, which is not subordinated.

If the Debt Securities are subordinated indebtedness, they will rank equally and rateably with all other subordinated Debt Securities from time to time issued and outstanding. In the event of the insolvency or winding-up of the Company, the subordinated Debt Securities will be subordinated and postponed in right of payment to the prior

payment in full of all other liabilities and indebtedness of the Company, other than indebtedness that, by its terms, ranks equally with, or subordinate to, such subordinated Debt Securities.

Any convertible or exchangeable Debt Securities will be convertible or exchangeable only for other securities of the Company.

In conformity with applicable laws of Canada, for all bonds and notes of companies that are publicly offered, the Debt Securities will be governed by a document called an "indenture". There will be a separate indenture for the senior Debt Securities and the subordinated Debt Securities. An indenture is a contract between a financial institution, acting on your behalf as trustee of the Debt Securities offered, and us. The trustee has two main roles. First, subject to some limitations on the extent to which the trustee can act on your behalf, the trustee can enforce your rights against us if we default on our obligations under the indenture. Second, the trustee performs certain administrative duties for us. The aggregate principal amount of Debt Securities that may be issued under each indenture is unlimited. A copy of the form of each indenture to be entered into in connection with offerings of Debt Securities will be filed with the applicable securities regulatory authorities in Canada when it is entered into. A copy of any indenture or supplement thereto entered into by us will be filed with securities regulatory authorities and will be available on our profile on SEDAR.

This Prospectus does not qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this Prospectus may qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers' acceptance rate, or to recognized market benchmark interest rates commonly known as "LIBOR", "EURIBOR" or a United States federal funds rate.

Selected provisions of the Debt Securities and the indenture(s) under which such Debt Securities will be issued are summarized below. This summary is not complete. The statements made in this Prospectus relating to any indenture and Debt Securities to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable indenture. The indentures will not limit the amount of Debt Securities that we may issue thereunder. We may issue Debt Securities from time to time under an indenture in one or more series by entering into supplemental indentures or by our board of directors or a duly authorized committee authorizing the issuance. The Debt Securities of a series need not be issued at the same time, bear interest at the same rate or mature on the same date.

The Prospectus Supplement for a particular series of Debt Securities will disclose the specific terms of such Debt Securities, including the price or prices at which the Debt Securities to be offered will be issued. The terms and provisions of any Debt Securities offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of such terms. Those terms may include some or all of the following:

the designation, aggregate principal amount and authorized denominations of such Debt Securities;
the indenture under which such Debt Securities will be issued and the trustee(s) thereunder;
the currency or currency units for which the Debt Securities may be purchased and the currency or currency unit in which the principal and any interest is payable (in either case, if other than Canadian dollars);
whether such Debt Securities are senior or subordinated and, if subordinated, the applicable subordination provisions;
the percentage of the principal amount at which such Debt Securities will be issued;
the date or dates on which such Debt Securities will mature;
the rate or rates per annum at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any);

the dates on which any such interest will be payable and the record dates for such payments;
any redemption term or terms under which such Debt Securities may be defeased;
whether such Debt Securities are to be issued in registered form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
the place or places where principal, premium and interest will be payable;
the designation and terms of any other Securities with which the Debt Securities will be offered, if any, and the principal amount of Debt Securities that will be offered with each Security;
the securities exchange(s) on which such series of Debt Securities will be listed, if any;
any terms relating to the modification, amendment or waiver of any terms of such Debt Securities or the applicable indenture;
any change in the right of the trustee or the holders to declare the principal, premium and interest with respect to such series of debt securities to be due and payable;
governing law;
any limit upon the aggregate principal amount of the Debt Securities of such series that may be authenticated and delivered under the indenture;
if other than the Company or the trustee, the identity of each registrar and/or paying agent;
if the Debt Securities are issued as a Unit with another Security, the date on and after which the Debt Securities and other Security will be separately transferable;
if the Debt Securities are to be issued upon the exercise of Warrants, the time, manner and place for such Securities to be authenticated and delivered;
if the Debt Securities are to be convertible or exchangeable into other securities of the Company, the terms and procedures for the conversion or exchange of the Debt Securities into other securities; and
any other specific terms of the Debt Securities of such series, including any events of default or covenants.

Subscription Receipts

Subscription Receipts may be offered separately or together with other Securities, as the case may be. The Subscription Receipts may be issued under a subscription receipt agreement.

The applicable Prospectus Supplement will include details of any subscription receipt agreement covering the Subscription Receipts being offered. A copy of any subscription receipt agreement relating to an offering of Subscription Receipts will be filed by the Company with the relevant securities regulatory authorities in Canada after the Company has entered into it. The specific terms of the Subscription Receipts, and the extent to which the general terms described in this section apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. This description may include, without limitation, the following (where applicable):

the number of Subscription Receipts;
the price at which the Subscription Receipts will be offered;
the terms, conditions and procedures for the conversion of the Subscription Receipts into other Securities;
the designation, number and terms of the other Securities that may be exchanged upon conversion of each Subscription Receipt;
the designation, number and terms of other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;
terms applicable to the gross or net proceeds from the sale of the Subscription Receipts plus any interest earned thereon;
certain material Canadian tax consequences of owning the Subscription Receipts; and

any other material terms and conditions of the Subscription Receipts.

PLAN OF DISTRIBUTION

General

The Company may from time to time during the 25-month period that this Prospectus, including any amendments and supplements hereto, remains valid, offer for sale and sell up to an aggregate of $50,000,000 in Securities hereunder.

The Securities may be sold by us (i) directly pursuant to applicable statutory exemptions, (ii) to or through underwriters or dealers, or (iii) through designated agents. The Prospectus Supplement relating to a particular offering of Securities will identify any underwriter, dealer or agent engaged in connection with the offering and sale of such Securities, and will set forth the terms of the offering of such Securities, including, to the extent applicable, any fees, discounts or any other compensation payable to underwriters, dealers or agents in connection with the offering, the method of distribution of the Securities, the purchase price of the Securities (or the manner of determination thereof if offered on a non-fixed price basis), the net proceeds to us and any other material terms of the plan of distribution (including sales in transactions that are deemed to be "at-the-market distributions" as defined in NI 44-102). Any initial offering price and discounts, concessions or commissions allowed or re-allowed or paid to underwriters, dealers or agents may be changed from time to time. Only underwriters named in the Prospectus Supplement are deemed to be underwriters in connection with our Securities offered by that Prospectus Supplement.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers including sales in transactions that are deemed to be "at-the-market" distributions, including sales made directly on the TSXV or other existing trading markets for the Securities, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers is less than the gross proceeds paid by the underwriter, dealer or agent to the Company. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.

Sales of Securities under an "at-the-market distribution", if any, will be made pursuant to an accompanying Prospectus Supplement. Sales of Securities under any "at-the-market" program will be made in transactions that are "at-the-market distributions" as defined in NI 44-102. The volume and timing of any "at-the-market distributions" will be determined at the Company's sole discretion.

In connection with the sale of the Securities, underwriters, dealers or agents may receive compensation from the Company including in the form of underwriters', dealers' or agents' fees, commissions or concessions. Underwriters, dealers and agents that participate in the distribution of the Securities may be deemed to be underwriters for the purposes of applicable Canadian securities legislation and any such compensation that they receive from the Company and any profit that they make on the resale of the Securities, may be deemed to be underwriting commissions.

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

In connection with any offering of Securities, subject to applicable laws and other than an "at-the-market distribution", the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the offered Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time.

Offerings in the United States

The Securities have not been, and will not be, registered under the U.S. Securities Act or any state securities laws and, subject to certain exceptions, may not be offered or sold or otherwise transferred or disposed of in the United States absent registration or pursuant to an applicable exemption from registration under the U.S. Securities Act and applicable state securities laws. In addition, until 40 days after the commencement of an offering of Securities under any applicable Prospectus Supplement, an offer or sale of Securities within the United States by any dealer (whether or not participating in the offering of Securities) may violate the registration requirements of the U.S. Securities Act if such offer is made otherwise than in reliance on an exemption from the registration requirements of the U.S. Securities Act.

RISK FACTORS

An investment in the Securities involves a high degree of risk and must be considered speculative due to the nature of the Company's business and present stage of development. Before making an investment decision, prospective purchasers of Securities should carefully consider the information described in this Prospectus and the documents incorporated by reference herein, including the applicable Prospectus Supplement. There are certain risks inherent in an investment in the Securities, including the factors described below and under the heading "Risk Factors" in the Annual Information Form and in the Annual MD&A, and any other risk factors described herein or in a document incorporated by reference herein, which investors should carefully consider before investing . Additional risk factors relating to a specific offering of Securities will be described in the applicable Prospectus Supplement. Some of the factors described herein, in the documents incorporated by reference herein, and/or the applicable Prospectus Supplement are interrelated and, consequently, investors should treat such risk factors as a whole. If any of the risk factors described herein, in the Annual Information Form, in another document incorporated by reference herein or in the applicable Prospectus Supplement occur, it could have a material adverse effect on the business, financial condition and results of operations of the Company. Additional risks and uncertainties of which the Company currently is unaware or that are unknown or that it currently deems to be immaterial could have a material adverse effect on the Company's business, financial condition and results of operation. The Company cannot assure purchasers that it will successfully address any or all of these risks. There is no assurance that any risk management steps taken will avoid future loss due to the occurrence of the risks described herein, in the Annual Information Form, in the other documents incorporated by reference herein or in the applicable Prospectus Supplement or other unforeseen risks.

Negative Cash Flow from Operations

The Company has not generated positive cash flow from operating activities. The Company had negative operating cash flow for the financial years ended December 31, 2019 and 2018 and for the three and nine months ended September 30, 2020. The Company anticipates that it will achieve positive cash flow from operating activities in future periods due to the successful launch of medical cannabis sales in Colombia in 2020 and the observed growth in sales in 2021, to date, compared to 2020; the anticipated growth of medical cannabis sales in Peru, the UK, and Germany; and the anticipated commencement of medical cannabis sales in Mexico during 2021; however, 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 sale of Securities by the Company may be used to fund such negative cash flow from operating activities, see " Use of Proceeds ".

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, selfimposed 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 COVID-19 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 COVID-19 pandemic on an ongoing basis. For additional information see, "The Company – Recent Developments – COVID-19 Pandemic" for additional information.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement will include a general summary of certain Canadian federal income tax consequences which may be applicable to a purchaser of Securities offered thereunder. Investors should read the tax discussion in any Prospectus Supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.

INTERESTS OF EXPERTS

Certain legal matters in connection with the offering of the Securities will be passed upon by Gowling WLG (Canada) LLP on behalf of the Company. As at the date hereof, the designated professionals of Gowling WLG (Canada) LLP, as a group, beneficially own, directly or indirectly, less than one percent of the securities of the Company.

AUDITORS, TRANSFER AGENT AND REGISTRAR

MNP LLP, Chartered Professional Accountants, who have provided the auditors' report on the Annual Financial Statements incorporated by reference in the Prospectus, are independent of the Company 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, Chartered Professional Accountants, are now the auditors of the Company who are independent of the Company 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.

ENFORCEMENT OF CIVIL LIABILITIES

The majority of our subsidiaries and the majority of our assets are located outside of Canada. Accordingly, it may be difficult for investors to enforce within Canada any judgments obtained against the Company, including judgments predicated upon the civil liability provisions of applicable Canadian securities laws or otherwise.

Consequently, investors may be effectively prevented from pursuing remedies against the Company under Canadian securities laws or otherwise.

The Company has subsidiaries incorporated in the United States, South America, and Europe. It may not be possible for shareholders to effect service of process outside of Canada against the directors and officers of the Company, and independent qualified persons engaged by the Company, who are not resident in Canada. In the event a judgment is obtained in a Canadian court against one or more of such persons for violations of Canadian securities laws or otherwise, it may not be possible to enforce such judgment against persons not resident in Canada. Additionally, it may be difficult for an investor, or any other person or entity, to assert Canadian securities law or other claims in original actions instituted outside of Canada as Courts in such jurisdictions may refuse to hear a claim based on a violation of Canadian securities laws or otherwise on the grounds that such jurisdiction is not the most appropriate forum to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the local law, and not Canadian law, is applicable to the claim. If Canadian law is found to be applicable, the content of applicable Canadian law must be proven as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by foreign law.

STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION

Unless provided otherwise in a Prospectus Supplement, the following is a description of a purchaser's statutory rights. Securities legislation in certain of the provinces and territories of Canada provides purchasers of the Securities with the right to withdraw from an agreement to purchase the Securities, which right may be exercised within two business days after receipt or deemed receipt of this Prospectus, the accompanying Prospectus Supplement and any amendment relating to the Securities purchased by a purchaser. In several of the provinces and territories, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contains a misrepresentation or are not sent or 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 or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of these rights or consult with a legal advisor.

Original purchasers of Securities under this Prospectus (as supplemented or amended) that are convertible, exchangeable or exercisable securities will be granted a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of such Securities. The contractual right of rescission will entitle such original purchasers to receive, in addition to the amount paid on original purchase of any Securities, the amount paid upon conversion, exchange or exercise, upon surrender of the underlying securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that both the conversion, exchange or exercise occurs, and the right of rescission is exercised, within 180 days of the date of the purchase of the Securities under this Prospectus (as supplemented or amended). This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law.

In an offering of Securities, to the extent such securities are convertible, exchangeable or exercisable securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus (as supplemented or amended) is limited, in certain provincial and territorial securities legislation, to the price at which the Securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories of Canada, if the purchaser pays additional amounts upon conversion, exchange or exercise, as applicable, of the Security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces and territories of Canada. The purchaser should refer to any applicable provisions of applicable provincial or territorial securities legislation for the particulars of this right of action for damages or consult with a legal advisor.

CERTIFICATE OF THE COMPANY

Dated: April 16, 2021

This short form base shelf prospectus and amended and restated short form base shelf 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 prospectus and amended and restated prospectus as required by the securities legislation of each of the provinces and territories of Canada.

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

On behalf of the Board of Directors

(signed) “Deborah Rosati” (signed) “Chris Naprawa” Director Director

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Khiron Life Sciences Corp. — Capital/Financing Update 2021

47040_rns_2021-04-16_f99ca49d-17e3-4e27-8cfa-a676d1c2173a.pdf

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS DATED APRIL 16, 2021 IN THE TERRITORIES OF CANADA