Orchid Ventures, Inc. — Audit Report / Information 2020

Jan 19, 2021

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January 19, 2021

BY SEDAR

British Columbia Securities Commission 701 West Georgia Street P.O. Box 10142, Pacific Centre Vancouver, BC V7Y 1L2

Attention: Financial Reporting

Dear Sirs:

• Re: Orchid Ventures, Inc. (the “Issuer”) Amendments to Annual Financial Statements and MD&A for year ended June 30, 2020

The following amendments were made the audited financial statements and MD&A for the fiscal year ended June 30, 2020:

Audited Financial Statements

1. Page 27:

   • a) The summary of changes in warrants, number of warrants granted during the fiscal year ended June 30, 2020 was amended from 13,315,089 to 16,315,089.

2. Page 28:

   • a) The number of warrants outstanding with an exercise price of CAD $0.05 and expiry date of March 30, 2022 was amended from 3,000,000 to 6,000,000.

   • b) The total number of warrants outstanding was amended from 13,518,349 to 16,518,349.

   • c) The number of warrants exercisable with an exercise price of CAD $0.05 and expiry date of March 30, 2022 was amended from 750,000 to 1,500,000.

   • d) The total number of warrants outstanding was amended from 11,268,439 to 12,018,439.

3. Page 34:

The following paragraph:

“Pursuant to the Licensing Agreement, the Company will have the global exclusive right to sell CELLg8® for use in THC products and the non-exclusive right to sell the product within CBD, supplement, vitamin, and nutraceutical industries. Under the Licensing Agreement, the Company issued an aggregate of 3,000,000 common share purchase warrants (“Warrants”) which allow the Licensors to acquire one common share of the Company (a “Warrant Share”) at a price of $0.05 per Warrant Share for a period of 24 months. Certain of the Warrants are subject to certain vesting milestones, as follows: (a) 750,000 Warrants are immediately exercisable (outstanding); (b) 750,000 Warrants once the Company does US$3MM in aggregate sales of CELLg8®; (c) an additional 750,000 Warrants once the Company does US$10MM in aggregate sales of CELLg8®; and (d) 750,000 Warrants once the Company does US$15MM in aggregate sales of CELLg8®. The Warrants issued in connection with the Licensing Agreement are non-transferable and any Warrant Shares issued upon the exercise thereof will be subject to a four-month-and one-day statutory hold period in accordance with applicable securities laws.”

Was replaced with:

“Pursuant to the Licensing Agreement, the Company will have the global exclusive right to sell CELLg8® for use in THC products and the non-exclusive right to sell the product within CBD, supplement, vitamin, and nutraceutical industries. Under the Licensing Agreement, the Company issued an aggregate of 3,000,000 common share purchase warrants (“Warrants”) to each Licensor, for a total of 6,000,000 common share purchase warrants, which allow the Licensors to acquire one common share of the Company (a “Warrant Share”) at a price of $0.05 per Warrant Share for a period of 24 months. Certain of the Warrants are subject to certain vesting milestones, as follows: (a) 1,500,000 Warrants are immediately exercisable (outstanding); (b) 1,500,000 Warrants once the Company does US$3MM in aggregate sales of CELLg8®; (c) an additional 1,500,000 Warrants once the Company does US$10MM in aggregate sales of CELLg8®; and (d) 1,500,000 Warrants once the Company does US$15MM in aggregate sales of CELLg8®. The Warrants issued in connection with the Licensing Agreement are non-transferable and any Warrant Shares issued upon the exercise thereof will be subject to a four-month-and one-day statutory hold period in accordance with applicable securities laws.”

MD&A

1. Page 5:

The following paragraph:

“Pursuant to the Licensing Agreement, the Company will have the global exclusive right to sell CELLg8® for use in THC products and the non-exclusive right to sell the product within

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CBD, supplement, vitamin, and nutraceutical industries. Under the Licensing Agreement, the Company issued an aggregate of 3,000,000 common share purchase warrants (“Warrants”) which allow the Licensors to acquire one common share of the Company (a “Warrant Share”) at a price of $0.05 per Warrant Share for a period of 24 months. Certain of the Warrants are subject to certain vesting milestones, as follows: (a) 750,000 Warrants are immediately exercisable (outstanding); (b) 750,000 Warrants once the Company does US$3MM in aggregate sales of CELLg8®; (c) an additional 750,000 Warrants once the Company does US$10MM in aggregate sales of CELLg8®; and (d) 750,000 Warrants once the Company does US$15MM in aggregate sales of CELLg8®. The Warrants issued in connection with the Licensing Agreement are non-transferable and any Warrant Shares issued upon the exercise thereof will be subject to a four-month-and one-day statutory hold period in accordance with applicable securities laws.”

Was replaced with:

“Pursuant to the Licensing Agreement, the Company will have the global exclusive right to sell CELLg8® for use in THC products and the non-exclusive right to sell the product within CBD, supplement, vitamin, and nutraceutical industries. Under the Licensing Agreement, the Company issued an aggregate of 3,000,000 common share purchase warrants (“Warrants”) to each Licensor, for a total of 6,000,000 common share purchase warrants, which allow the Licensors to acquire one common share of the Company (a “Warrant Share”) at a price of $0.05 per Warrant Share for a period of 24 months. Certain of the Warrants are subject to certain vesting milestones, as follows: (a) 1,500,000 Warrants are immediately exercisable (outstanding); (b) 1,500,000 Warrants once the Company does US$3MM in aggregate sales of CELLg8®; (c) an additional 1,500,000 Warrants once the Company does US$10MM in aggregate sales of CELLg8®; and (d) 1,500,000 Warrants once the Company does US$15MM in aggregate sales of CELLg8®. The Warrants issued in connection with the Licensing Agreement are non-transferable and any Warrant Shares issued upon the exercise thereof will be subject to a four-month-and one-day statutory hold period in accordance with applicable securities laws.”

Yours truly,

ORCHID VENTURES, INC.

/s/ ‘Yousuf Jaffar’ Chief Financial Officer yousuf@orchidessentials.com

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