Common use of Conditions of the Offering Clause in Contracts

Conditions of the Offering. The Underwriters’ obligations under this Agreement to purchase the Units are subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditions: (a) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the Underwriters, in a form acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the Offering Documents, as applicable, and the distribution of the Units without restriction; (c) the Corporation delivering to the Underwriters, at the Closing Time, a certificate dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon), in a form satisfactory to Beacon, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has been issued and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Underwriters and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws and the regulations thereunder; (ii) that the Corporation is a company incorporated under the laws of Canada and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option Certificates; (iii) as to the authorized share capital of the Corporation; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Certificates have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations on enforceability; (vi) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (x) that upon the payment of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documents; (g) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters receiving at the Closing Time a certificate, dated as of the Closing Date, signed by an officer of the Corporation, in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (i) the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSE; (j) the Underwriters receiving at the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereof; (k) the Underwriters receiving a lock-up agreement from each of the officers, directors and principal shareholders of the Corporation as set out in Section 8(y) herein; and (l) the Underwriters receiving such other documents or opinions as the Underwriters may reasonably request, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each acting reasonably; provided that, Beacon will provide written notice of any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days prior to the Closing Date.

Conditions of the Offering. The Underwriters’ obligations under this Agreement In connection with your purchase of the Purchased Shares, you agree to purchase the Units are subject return to the representations and warranties of Corporation in accordance with the Corporation contained in this Agreement being true and correct in all material respects (orCorporation’s instructions, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and soon as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of possible the following conditions: documents: (a) this Agreement (including the Preliminary Prospectus forms set out in Schedules A, B, C and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities CommissionD, attached hereto, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus applicable) duly completed and the Prospectus from each of the Securities Commissions; executed; (b) receipt a certified cheque, bank draft or wire transfer or other acceptable form of evidence by the Underwriters, in a form acceptable payment to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the Offering Documents, as applicable, and for the distribution total Purchase Price of the Units without restriction; Purchased Shares payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements; (c) if you are, or, if applicable, the Corporation delivering Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Schedule A hereto and if you are an individual and are subscribing pursuant to section (j), (k) or (1) of the definition of “Accredited Investor”, a duly executed and completed Form 45-106 F9: Form for Individual Accredited Investors – Appendix I to Schedule A and the Individual Accredited Investor Questionnaire – Appendix II to Schedule A; (d) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” and are not an individual, but are resident in any province of Canada (other than Alberta) and qualify under the “Minimum Amount Investment” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (e) if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the Underwriters“Family, at the Closing TimeFriends and Business Associates” exemption, a certificate dated duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto and Appendix I to Schedule B or Appendix II to Schedule B, as applicable; or (f) if you are not, or, if applicable, the Closing Date addressed to Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada and qualify under the Underwriters “Employee, Executive Officer, Director and signed Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto; (g) if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto; (h) if you are, or, if applicable, the Disclosed Purchaser is, a U.S. Subscriber, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D hereto; and (i) any further documentation as required under the Securities Laws or by the Chief Executive Officer and Chief Financial Officer policies of the Stock Exchange or other Regulatory Authorities. The obligation of the Corporation to sell the Purchased Shares to you is subject to, among other things, the conditions that: (or such other officers a) you execute and return all documents required by this Agreement, by the Securities Laws and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules A, B and C attached hereto, as applicable, to the Corporation as are agreed to the sale of the Purchased Shares by the Corporation and Beacon), in a form satisfactory to Beacon, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already you will not be qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects a prospectus; (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (iib) the representations and warranties made by you on your own behalf or, if applicable, on behalf of the Corporation contained Disclosed Purchaser (including representations and warranties made in this Agreement and any certificate of the Corporation delivered hereunder Schedule attached hereto, as applicable) herein are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at when made and are true and correct on the Closing Time, Date with the same force and effect as if they had been made on and as at the Closing Timeof such date; (c) all covenants, after giving effect agreements and conditions contained in this Agreement to the transactions contemplated be performed by this Agreement; (iii) the Final Receipt has been issued and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending you or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Underwriters and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws and the regulations thereunder; (ii) that the Corporation is a company incorporated under the laws of Canada and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreementif applicable, the Warrant Indenture and the Compensation Option Certificates; (iii) as to the authorized share capital of the Corporation; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Certificates have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations Disclosed Purchaser on enforceability; (vi) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (x) that upon the payment of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documents; (g) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters receiving at the Closing Time a certificate, dated as of the Closing Date, signed by an officer of the Corporation, in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (i) the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSE; (j) the Underwriters receiving at the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained shall have been performed or complied with in the comfort letter referred to in Section 9(a) hereof; (k) the Underwriters receiving a lock-up agreement from each all material respects; By returning this Agreement you consent on your own behalf or, if applicable, on behalf of the officersDisclosed Purchaser, directors to the filing by the Corporation of all documents and principal shareholders Personal Information concerning you or, if applicable, the Disclosed Purchaser, provided in this Agreement required by the Securities Laws and the policies of the Corporation Stock Exchange. If you are not subscribing for the Purchased Shares for your own account or deemed to be purchasing for you own account pursuant to National Instrument 45-106, the Disclosed Purchaser for whom you are contracting hereunder must be purchasing the Purchased Shares as set out in Section 8(yprincipal for such Disclosed Purchaser’s own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) herein; and (l) must execute all documents required by the Underwriters receiving such other documents or opinions as Securities Laws of the Underwriters may reasonably request, in each case in a form customary for transactions Offering Jurisdictions and the policies of this nature and all in a form satisfactory the Stock Exchange with respect to the Underwriters, each acting reasonably; provided that, Beacon will provide written notice of any such request for documents and opinions not explicitly contemplated Purchased Shares being acquired by the Disclosed Purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Disclosed Purchaser, you represent and warrant that you have authority to bind the Disclosed Purchaser. You agree, and if applicable the Disclosed Purchaser agrees, to comply with all Securities Laws and with the policies of the Stock Exchange concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Shares. You acknowledge on your own behalf or, if applicable, on behalf of the Disclosed Purchaser, that the Corporation has the right to close the subscription books at least three Business Days prior any time without notice and to the Closing Dateaccept or reject any subscription in whole or in part in its sole discretion.

Conditions of the Offering. The Underwriters’ Underwriter’s obligations under this Agreement to purchase the Units are conditional upon and subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditionsto: (a1) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the Underwriters, in a form acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the Offering Documents, as applicable, and the distribution of the Units without restriction; (c) the Corporation delivering to the Underwriters, Underwriter receiving at the applicable Time of Closing Time, a certificate favourable legal opinions dated the Closing Date addressed to the Underwriters Underwriter and its counsel from: (i) Fasken Mxxxxxxxx DxXxxxxx LLP, Canadian counsel to the Corporation (who may provide, to the extent appropriate in the circumstances, the opinions of local counsel acceptable to counsel to the Corporation and counsel to the Underwriter as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice law and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, of public officials and of Exchange officials or of the auditors or transfer agent of the Corporation), to the effect set forth below: (a) the Corporation having been amalgamated and existing under the laws of Canada; (b) the Corporation having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Canadian Prospectus and to execute and deliver this Agreement and to carry out the transactions contemplated hereby; (c) the number of outstanding Common Shares; (d) all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder and this Agreement has been duly executed and delivered by the Corporation and this Agreement constituting a legal, valid and binding obligation of, and is enforceable against, the Corporation in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution, and other customary qualifications) and the execution and delivery by the Corporation of this Agreement, the fulfilment of the terms hereof by the Corporation, and the issue, sale and delivery on the Closing Date of the Offered Shares (and the Over-Allotment Shares on the Option Closing, to the extent the Option is exercised) to the Underwriter as contemplated herein do not constitute or result in a breach of or a default under, and do not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of any of the terms, conditions or provisions of the articles or by-laws of the Corporation; (e) the Option and issuance and sale of the Offered Securities have been authorized by all necessary corporate action on the part of the Corporation; (f) all documents required to be filed by the Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having been filed and taken in order to qualify the distribution (or distribution to the public, as the case may be) of the Offered Securities in each of the Qualifying Provinces through investment dealers duly registered in the appropriate category under the applicable laws thereof who have complied with the relevant provisions thereof; (g) the Offered Securities having been conditionally approved for listing on the TSX subject only to compliance with the documentary filing requirements of the TSX; (h) the attributes and characteristics of the Offered Securities being accurately summarized in all material respects under the heading “Description of Share Capital” in the Canadian Prospectus; (i) the Offered Shares, upon payment of the purchase price for the Offered Shares having been validly issued by the Corporation and being fully-paid and non-assessable shares in the capital of the Corporation; and (ii) the Over-Allotment Shares upon exercise of the Option and payment of the purchase price for the Over-Allotment Shares, having been validly issued by the Corporation and being fully-paid and non-assessable shares in the capital of the Corporation; and (j) as to certain Canadian federal income tax matters, as described in the Canadian Final Prospectus under the heading “Eligibility for Investment”. and (ii) Dxxxx Xxxxxx & Sxxxxx LLP, the Corporation’s U.S. counsel, as to those matters set forth below, in each case addressed to the Underwriter, dated the Closing Date, and in form and substance satisfactory to the Underwriter and its counsel acting reasonably; (k) The Registration Statement became effective as of December 18, 2014 under the U.S. Securities Act; and to the knowledge of such counsel, no order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the U.S. Securities Act against the Corporation or in connection with the Offering is pending or threatened by the Commission; (l) assuming compliance of the Canadian Prospectus, including the Documents Incorporated by Reference, with the requirements of Canadian Securities Laws, the Registration Statement, at the time it became effective, and the U.S. Prospectus, comply as to form in all material respects with the requirements of the Rules and Regulations, the U.S. Securities Act and the U.S. Exchange Act (in each case other than the financial statements, financial statement notes and schedules and other financial data derived from accounting records, and other statistical, ore reserve and resource and geological information included or incorporated by reference in or omitted from either of them, as to which such counsel need express no opinion); and the Form F-X, as of its date, complies as to form in all material respects with the requirements of the U.S. Securities Act; (m) the execution, delivery and performance by the Corporation of this Agreement, the compliance by the Corporation with the terms thereof and the consummation of the transactions contemplated by this Agreement, including the issuance and sale of the Offered Securities being delivered on the Closing Date or the Option Closing date as the case may be, will not violate applicable federal laws, rules and regulations of the United States, in each case that in such counsel’s experience are normally applicable to the transactions of the type contemplated by this Agreement (except that such counsel need express no opinion with respect to United States federal securities laws, state securities or blue sky laws, anti-fraud laws and the rules and regulations of FINRA); (n) no consent, approval, authorization, order, registration or qualification of or with any United States federal court, arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Corporation of this Agreement or the consummation by the Corporation of the transactions contemplated by this Agreement, including the issuance and sale of the Offered Securities being delivered on the Closing Date or the Option Closing date, as the case may be, except for the registration of the Offered Securities under the U.S. Securities Act, listing of the Offered Securities on the NYSE MKT and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities or blue sky laws or the by-laws, rules and regulations of FINRA; (o) the statements in the U.S. Prospectus under the heading “Certain United States Federal Income Tax Considerations”, insofar as such statements constitute summaries of legal matters referred to therein, fairly summarize in all material respects the matters referred to therein; (p) after giving effect to the application of the proceeds received by the Corporation from the Offering and sale of the Offered Securities as described in the U.S. Prospectus, the Corporation will not be an “investment company” as such term is defined under the Investment Company Act of 1940, as amended; and (q) a “10b-5” opinion to the effect that in the course of acting as U.S. counsel to the Corporation in connection with the Offering, it has participated in conferences and telephone conversations with the Corporation’s representatives, including the Corporation’s Canadian counsel, officers and other representatives of the Corporation, and the independent registered public accountants for the Corporation during which conferences and conversations the contents of the Registration Statement and the Prospectuses and related matters were discussed. Based upon such participation (and relying as to factual matters on officers, employees and other representatives of the Corporation), its understanding of the U.S. Securities Laws and the experience it gained in its practice thereunder, it advises that its work in connection with this matter did not disclose any information that caused it to believe that (i) at the time it became effective, the Registration Statement or any amendment thereto prior to the Closing Date (other than the financial statements and notes thereto and related schedules therein or other financial data derived from accounting records or incorporated therein and other than statistical, mineral reserve and resource and geological and other scientific or technical information, as to which such counsel is not expressing an opinion), included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) as of the time of filing, the Prospectuses and any Issuer Free Writing Prospectus (other than the financial statements and notes thereto and related schedules therein or other financial data derived from accounting records or incorporated therein and other than statistical, mineral reserve and resource and geological and other scientific or technical information, as to which such counsel is not expressing an opinion) included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) at the time the Prospectuses were issued, at the time any amended or supplemented prospectus was issued; or (iv) at the Closing Date, the Prospectuses or any amendment or supplement thereto (other than the financial statements and notes thereto and related schedules therein or other financial data derived from accounting records or incorporated therein and other than statistical, mineral reserve and resource and geological and other scientific or technical information, as to which such counsel is not expressing an opinion) included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (2) the Underwriter having received the comfort letter referred to in Section 8(1)(a); (3) the Underwriter having received a comfort letter, dated the Closing Date or Option Closing date, as applicable, in form and substance satisfactory to the Underwriter, acting reasonably, bringing forward to a date not more than two business days prior to the Closing Date the information contained in the comfort letter referred to in Section 8(1)(a); (4) the Underwriter receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date in form and substance satisfactory to the Underwriter and its counsel acting reasonably, addressed to the Underwriter and its counsel, from local counsel to the Corporation, as to mining title matters with respect to each of the Material Resource Properties; (5) the Underwriter receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date in form and substance satisfactory to the Underwriter and its counsel, addressed to the Underwriter and its counsel, from local counsel to the Corporation, stating that each of the Material Subsidiaries has been duly created and is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, and that the Corporation or a Material Subsidiary owns all of the issued and outstanding share capital of such corporations, except as set out in Schedule A; (6) the Underwriter receiving at the Time of Closing on the Closing Date a “10b-5” opinion from Dxxxxx & Wxxxxxx LLP in form and substance similar to that provided pursuant to Section 3(1)(ii)(r) hereof; (7) at the applicable Time of Closing, there having been no material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation on a consolidated basis since the date hereof; (8) at the Time of Closing, CST Trust Company, through its offices at 300 Xxx Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 and 1000 X. Xxxxxxxx Street, Vancouver, British Columbia, Canada V6E 3X1, having been duly appointed as the transfer agent and registrar for the Common Shares; (9) the Corporation delivering a certificate signed on behalf of the Corporation by the Chief Executive Officer and of the Corporation or the Chief Financial Officer of the Corporation (Corporation, addressed to the Underwriter and dated the Closing Date or such other officers of the Corporation Option Closing date, as are agreed to by the Corporation and Beacon)applicable, in a form satisfactory to Beacon, the Underwriter and its counsel acting reasonably, certifying for and on behalf of the Corporation and not in their personal capacities and without personal liabilityliability that, to the actual knowledge of the persons signing such certificate, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, thatinquiry: (ia) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Timeapplicable Time of Closing; (iib) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has been issued and no order, ruling or determination having the effect of ceasing the trading or suspending trading in any securities of the Corporation or prohibiting the sale of the Common Shares Offered Securities or any other securities of the Corporation Corporation’s issued securities has been issued by any Governmental Authority and is continuing in effect and no proceedings proceeding for such purpose have been instituted or are is pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authoritythreatened; (ivc) since no order suspending the respective dates as effectiveness of which the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or, to the knowledge of such officers, threatened by the Commission, and any additional information requested on the part of the Commission shall have been complied with to the reasonable satisfaction of the Underwriter; (d) the Corporation is given in a “reporting issuer” or its equivalent under the Prospectus: (A) there has been securities laws of each of the Qualifying Provinces and eligible to use the Shelf Procedures and no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material relating to the Corporation on a consolidated basis, other than basis has occurred since the date hereof with respect to be disclosed in which the Prospectus or any Supplementary Material, as the case may berequisite material change report has not been filed and no such disclosure has been made on a confidential basis that remains subject to confidentiality; and (ve) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Underwriters and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or all of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws representations and the regulations thereunder; (ii) that the Corporation is a company incorporated under the laws of Canada and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option Certificates; (iii) as to the authorized share capital of the Corporation; (iv) all necessary corporate action has been taken warranties made by the Corporation to authorize the execution in this Agreement are true and delivery of each correct as of the Preliminary Prospectus applicable Time of Closing with the same force and the Prospectus effect as if made at and the filing thereof under Canadian Securities Laws in each as of the Qualifying Jurisdictions; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery applicable Time of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Certificates have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations on enforceability; (vi) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, Closing after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to giving effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (x) that upon the payment of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectustransactions contemplated hereby; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f10) the Underwriters Underwriter receiving at the applicable Time of Closing Time on the Closing Datesuch further certificates, legal opinions to be addressed to the Underwriters, in form of counsel and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documents; (g) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, other documentation from the Corporation’s regulatory counsel to Corporation as are consistent with the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters receiving at the Closing Time a certificate, dated as of the Closing Date, signed by an officer of the Corporation, in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency herein and signatures of signing officers of the Corporation; (i) the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSE; (j) the Underwriters receiving at the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more provided that no less than two Business Days 48 hours notice thereof is given prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereof; (k) the Underwriters receiving a lock-up agreement from each applicable Time of the officers, directors and principal shareholders of the Corporation as set out in Section 8(y) herein; and (l) the Underwriters receiving such other documents or opinions as the Underwriters may reasonably request, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each acting reasonably; provided that, Beacon will provide written notice of any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days prior to the Closing DateClosing.

Conditions of the Offering. The Underwriters’ obligations under this Agreement obligation of the Purchasers to purchase the Units are Special Warrants or the Private Placement Units, as applicable, at the applicable Closing Time shall be subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditions: (a) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the UnderwritersAgents, in a form acceptable to the UnderwritersAgents, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors and shareholders of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, each of the Warrant Indenture and the Compensation Option Certificates and the Offering Transaction Documents, as applicable, and the distribution of the Special Warrants and the Private Placement Units, the issuance of the Unit Shares and Warrants comprising the Units without restrictionissuable upon exercise of the Special Warrants, the issuance of the Warrant Shares issuable upon exercise of the Warrants, the issuance of the PP Unit Shares and PP Warrants comprising the Private Placement Units, the issuance of the PP Warrant Shares issuable upon exercise of the PP Warrants, the issuance of the Agents Compensation Options, the issuance of the Agents’ Commission Shares and Agents’ Commission Warrants comprising the Compensation Units and the issuance of the Agents’ Commission Warrant Shares on exercise of the Agents’ Commission Warrant; (cb) the Corporation delivering to the UnderwritersAgents, at the applicable Closing Time, a certificate dated the applicable Closing Date addressed to the Underwriters Agents and signed by the Chief Executive Officer and the Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon)Corporation, in a form satisfactory to Beaconthe Agents, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Materialenquiries, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the applicable Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the applicable Closing Time, Time with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreementsuch date; (iii) the Final Receipt has been issued and no ordersince September 30, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or2022, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: (A) there has been no material adverse change affecting the Corporation on a consolidated basis, and (B) other than the bridge loan agreement dated December 5, 2022 by and among the Corporation, Silver Valley Metals Corp. and certain affiliates of Sprott Private Resource Streaming & Royalty Corp., no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and; (viv) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus Disclosure Record misleading or untrue in any material respect or which would result in a misrepresentation in the ProspectusDisclosure Record or which would result in the Disclosure Record not complying with applicable Canadian Securities Laws or U.S. Securities Laws; and (v) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting or suspending the offering, issue or sale of the Special Warrants or the Private Placement Units or any of the Corporation’s issued securities, having been issued, and no proceeding for such purpose being, to the knowledge of such officers, pending or threatened; (dc) the Underwriters Agents receiving, at the applicable Closing Time, Time a legal opinion dated the applicable Closing Date, to be addressed to the UnderwritersAgents, in form and substance acceptable to the Underwriters Agents acting reasonably, of Xxxxx, Xxxxxxx & Xxxxxxx LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Underwriters Agents and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws and the regulations thereunder; (ii) that the Corporation is a company incorporated under the laws of Canada and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option Certificates; (iii) as to the authorized share capital of the Corporation; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Certificates have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations on enforceability; (vid) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (x) that upon the payment of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters Agents receiving, at the applicable Closing Time on the applicable Closing Date, a legal opinion dated as of the applicable Closing Date, to be addressed to the UnderwritersAgents, in form and substance acceptable to the Underwriters, acting reasonablyAgents, of X.X. Xxxxx & Co., United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Agents and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the effect following matters: (i) as to the incorporation and valid existence of the Corporation; (ii) as to the incorporation and subsistence of each Subsidiary; (iii) that the Corporation has all necessary corporate power to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under the Transaction Documents, and to issue and sell the Special Warrants, the Private Placement Units, the Unit Shares and Warrants comprising the Units issuable upon exercise of the Special Warrants, the Warrant Shares issuable upon exercise of the Warrants, the Agents Compensation Options, the Agents’ Commission Shares and Agents’ Commission Warrants comprising the Compensation Units issuable on exercise of the Agents Compensation Options and the Agents’ Commission Warrant Shares on exercise of the Agents’ Commission Warrants, as applicable; (iv) the execution and delivery by the Corporation of the Transaction Documents and the performance by it of its obligations thereunder and the issuance of the Special Warrants, the Unit Shares and Warrants comprising the Units issuable upon exercise of the Special Warrants, the issuance of the Warrant Shares issuable upon exercise of the Warrants, the issuance of the PP Unit Shares and PP Warrants comprising the Private Placement Units, the issuance of the PP Warrant Shares issuable upon exercise of the PP Warrants, the issuance of the Agents Compensation Options, the issuance of the Agents’ Commission Shares and Agents’ Commission Warrants comprising the Compensation Units issuable on exercise of the Agents Compensation Options and the issuance of the Agents’ Commission Warrant Shares on exercise of the Agents’ Commission Warrants, as applicable, have been duly authorized by all necessary corporate action on the Corporation's part; (v) the Corporation has duly executed and delivered each of the Transaction Documents; (vi) the execution and delivery by the Corporation of each of the Transaction Documents and the performance by it of its obligations hereunder and thereunder and the issuance and sale of the Special Warrants, the Unit Shares and Warrants comprising the Units issuable upon exercise of the Special Warrants, the Warrant Shares issuable upon exercise of the Warrants, the PP Unit Shares and PP Warrants comprising the Private Placement Units, the PP Warrant Shares issuable upon exercise of the PP Warrants, the Agents Compensation Options, the Agents’ Commission Shares and Agents’ Commission Warrants comprising the Compensation Units issuable on exercise of the Agents Compensation Options and the Agents’ Commission Warrant Shares on exercise of the Agents’ Commission Warrants, as applicable, does not conflict with or result in a breach or violation of any of the terms of provisions of, or constitute a default under: (A) the constating documents of the Corporation; and (B) any Laws applicable to the Corporation in the United States; (vii) that the Special Warrants, the PP Unit Shares, the PP Warrants and the Agents Compensation Options have been validly created and issued by the Corporation; (viii) that the issuance of the Unit Shares and Warrants comprising the Units issuable upon exercise of the Special Warrants has been duly authorized by all necessary corporate action on the part of the Corporation and when issued in accordance with the terms of the Special Warrants, the Unit Shares and the Warrants will be validly created and issued by the Corporation; (ix) that the issuance of the PP Unit Shares comprising the Private Placement Units has been duly authorized by all necessary corporate action on the part of the Corporation and that the PP Unit Shares have been validly issued as fully paid and non-assessable Common Shares; (x) that the issuance of the PP Warrants comprising the Private Placement Units has been duly authorized by all necessary corporate action on the part of the Corporation and that the PP Warrants will be validly created and issued by the Corporation; (xi) that the issuance of the Unit Shares has been duly authorized by all necessary corporate action on the part of the Corporation and, when issued in accordance with the terms of the Special Warrants, the Unit Shares will be validly issued as fully paid and non-assessable Common Shares; (xii) that the issuance of the Warrant Shares has been duly authorized by all necessary corporate action on the part of the Corporation and, when issued in accordance with the terms of the Warrants, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (xiii) that the issuance of the PP Warrant Shares has been duly authorized by all necessary corporate action on the part of the Corporation and, when issued in accordance with the terms of the PP Warrants, the PP Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (xiv) that the issuance of the Agents’ Commission Shares issuable upon exercises of the Agents Compensation Options has been duly authorized by all necessary corporate action on the part of the Corporation and, when issued in accordance with the terms of the Agents Compensation Options, the Agents’ Commission Shares will be validly issued as fully paid and non-assessable Common Shares; (xv) the issuance of the Agents’ Commission Warrants issuable on exercise of the Agents Compensation Options has been duly authorized by all necessary corporation action on the part of the Corporation and, when issued in accordance with terms of the Agents Compensation Options, the Agents’ Commission Warrants will be validly created and issued by the Corporation; (xvi) that the issuance of the Agents’ Commission Warrant Shares has been duly authorized by all necessary corporate action on the part of the Corporation and, when issued in accordance with the terms of the Agents’ Commission Warrants, the Agents’ Commission Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (xvii) that the form and terms of the Special Warrant Certificates, the PP Warrant Certificates, the Agents Compensation Option Certificates, the Warrant Certificates, and the certificates representing the Unit Shares, the PP Units Shares, the Underlying Shares and Agents’ Commission Warrants have been approved and adopted by the directors of the Corporation; and (xviii) the offer and sale of the Units in Offered Securities and the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons Compensation Securities is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” heretothis Agreement; it being understood that such counsel need not express its opinion with respect to any resale of the UnitsOffered Securities and the Compensation Securities; (e) the Agents shall have received a favourable legal opinion addressed to the Agents from counsel to the Corporation, as applicable, dated as of the Initial Closing Date, in the form and substance satisfactory to the Agents and their counsel, acting reasonably, as to title of the Properties and the Corporation’s or the Subsidiary’s interest therein; (f) the Underwriters Agents receiving at the applicable Closing Time on the Closing DateTime, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documents; (g) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters receiving at the Closing Time a certificate, dated as signed by the Chief Executive Officer and the Chief Financial Officer of the Closing Date, signed by an officer of Corporation (or such other officers as the CorporationAgents may agree to), in a form satisfactory to the Co-Lead UnderwritersAgents, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Special Warrants, the Private Placement Units, the Unit Shares and Warrants issuable upon exercise of the Special Warrants, the Warrant Shares issuable upon exercise of the Warrants, the PP Unit Shares, the PP Warrants, the PP Warrant Shares issuable upon exercise of the PP Warrants, the Agents Compensation Options, the Agents’ Commission Shares and Agents’ Commission Warrants comprising the Compensation Units issuable upon exercise of the Agents Compensation Options, and the Agents’ Commission Warrant Shares issuable on exercise of the Agents’ Commission Warrants issuable thereunder and the authorization of the other agreements Transaction Documents and transactions contemplated hereinherein and therein; and (iii) the incumbency and signatures of signing officers of the Corporation; (ig) the Unit Shares, Agents shall have received a certificate of status (or the Warrant Shares (issuable upon the exercise of the Warrantsequivalent) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant with respect to the Offering being approved for listing on jurisdiction in which the CSECorporation and each Subsidiary is incorporated, subject only to amalgamated or continued, as the standard listing conditions of the CSEcase may be; (jh) the Underwriters receiving at Agents shall have received the Closing Time on Special Warrant Certificates, or evidence of electronic registration, as applicable, the Closing Date comfort letters dated PP Unit Share certificates, or evidence of electronic registration, as of applicable, the Closing Date from PP Warrant Certificates and the auditors of the Corporation, Agents Compensation Options Certificates in form and substance satisfactory to the UnderwritersAgents, acting reasonably; (i) all consents, bringing forward to a date not more than two Business Days prior approval, permits, authorizations or filings as may be required under Canadian Securities Laws or U.S. Securities Laws necessary for the Offering and the transactions contemplated by this Agreement, shall have been obtained or made, as applicable; (j) each of the Transaction Documents shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereofAgents, acting reasonably; (k) the Underwriters receiving a lock-up agreement from Agents not having previously terminated their obligations pursuant to Section 10 of this Agreement; (l) prior to the initial Closing Time, the Corporation shall use reasonable efforts to cause each of the officers, directors and principal 10% shareholders (on a non-diluted basis) of the Corporation as set out to enter into an undertaking in Section 8(yfavour of the Agents (the “Lock-Up Agreements”) hereinpursuant to which such person shall agree not to, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation for a period of 120 days after the final Closing Date, without the prior written consent of Echelon, on behalf of the Agents, (such consent not to be unreasonably withheld or delayed); (m) the Agents shall have completed, to their satisfaction, their due diligence review of the Corporation and its Subsidiaries and each of their respective businesses, operations and financial condition; and (ln) the Underwriters receiving Agents shall have received at the applicable Closing Time such further certificates, opinions of counsel and other documents documentation from the Corporation contemplated herein, provided, however, that the Agents or opinions as the Underwriters may reasonably request, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each acting reasonably; provided that, Beacon will provide written notice of their counsel shall request any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days certificate or document within a reasonable period prior to the applicable Closing DateTime that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of the Offering. The Underwriters’ ' obligations under this Agreement to purchase the Units are conditional upon and subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditionsto: (a1) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the Underwriters, in a form acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the Offering Documents, as applicable, and the distribution of the Units without restriction; (c) the Corporation delivering to the Underwriters, Underwriters receiving at the Time of Closing Time, a certificate favourable legal opinions dated the Closing Date Date, addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon), in a form satisfactory to Beacon, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: their counsel from (i) the Corporation has complied in all material respects (except where already qualified by materialityField Atkinson Perraton LLP, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has been issued and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of counsel Canadiax xxxxxxl to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation and counsel to the Underwriters as to the qualification of the Securities for sale to the public and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact, fact on certificates of officers, of public officials and exchange of Exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matterseffect set forth below: (ia) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws having been amalgamated and the regulations thereunder; (ii) that the Corporation is a company incorporated existing under the laws of Canada and has Canada; (b) the Corporation having the corporate capacity and power and capacity to own or and lease its properties and assets, carry on assets and to conduct its business as it is currently conducted, described in the Final Prospectus and to execute, execute and deliver this Agreement and perform its obligations under this Agreement, to carry out the Warrant Indenture and the Compensation Option Certificatestransactions contemplated hereby; (iiic) as to the authorized share capital of the CorporationCorporation being as described in the Final Prospectus; (ivd) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has having been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture Agreement and the Compensation Option Certificates Agency Agreement and the performance of the Corporation’s its obligations hereunder and thereunder and this Agreement, the Warrant Indenture Agreement and the Compensation Option Certificates Agency Agreement have each been duly authorized, executed and delivered by the Corporation, Corporation and each agreement constitutes a legal, valid and binding agreement of the Corporationobligation of, and is enforceable against against, the Corporation in accordance with the its terms thereof, (subject to customary limitations on enforceability; (vibankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution) and the execution and delivery by the Corporation of this Agreement and the Agency Agreement, the Warrant Indenture fulfilment of the terms hereof and thereof by the Corporation, and the Compensation Option Certificates issue, sale and delivery on the Closing Date of the Securities and the performance of Underwriters' Warrants to the Corporation’s obligations hereunder Underwriters and thereunder the Agents as contemplated herein and in the Agency Agreement do not and will not constitute or result in a breach of or a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of or default underof, and do not and will not conflict with: (A) , any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (viie) that all necessary forms have been filed with the CSE to effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has having been taken by the Corporation to authorize the execution and delivery of the Warrant Indenture and the performance of the its obligations thereunder and that the Warrant Indenture has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of, and is enforceable against, the Corporation in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution); (f) the issuance and sale of the Common Shares comprised in the Securities, the creation, issuance and sale of the Warrants comprised in the Securities, and the creation and issuance of the Unit Shares, Underwriters' Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued authorized by all necessary action on the part of the Corporation; (xg) that upon all documents required to be filed by the payment Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having been filed and taken in order to qualify the distribution (or distribution to the public, as the case may be) of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority Securities in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions Provinces through persons who are investment dealers or brokers registered under the applicable Canadian Securities Laws and laws thereof who have complied with the relevant provisions thereof; (h) all legal requirements will have been fulfilled by the Corporation under Canadian Securities Laws so that the issuance of applicable the Common Shares on exercise of Warrants and the Underwriters' Warrants (the "UNDERLYING COMMON SHARES") will be exempt from the prospectus requirements of Canadian Securities Laws, such Underlying Common Shares will not be subject to any statutory hold period, and no other documents will be required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained under the Canadian Securities Laws to permit the trading in the Qualifying Provinces of the Underlying Common Shares, through registrants registered under Canadian Securities Laws or in circumstances in which there is an exemption from the registration requirements of such applicable laws, subject to usual exceptions; (xivi) that the statements set forth in Securities and the Prospectus under Underlying Common Shares having been conditionally approved for listing on the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in TSX subject only to compliance with the Prospectus are accurate, subject to the limitations and qualifications set out thereindocumentary filing requirements of such exchange; (xvj) that the attributes and characteristics of the Unit Shares, Warrants and Compensation Options are consistent Securities being accurately summarized in all material respects with under the description thereof heading "Description of Securities" in the Final Prospectus; and; (xvik) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has Underlying Common Shares, if and when issued by the Corporation, having been duly appointed as warrant agent validly issued by the Corporation and being fully-paid and non-assessable shares in respect the capital of the WarrantsCorporation; (el) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receivingSecurities being, at the Closing Time on of Closing, eligible for investment pursuant to the Closing Datestatutes set forth under the heading "Eligibility for Investment" in the Final Prospectus; (m) as to certain Canadian federal income tax matters, as described in the Final Prospectus under the heading "Eligibility for Investment"; and (n) during the course of the Corporation's preparation of the Final Prospectus and its participation in conferences with officers and other representatives of the Corporation, the Corporation's independent public accountants, the Agents and the Underwriters and their counsel, during which the contents of the Final Prospectus were discussed, and while it has not independently verified and is not passing upon the accuracy, completeness or fairness of the statements made in the Final Prospectus except as explicitly set forth in paragraphs (l) and (m) hereof, no facts have come to its attention that lead it to believe that the Final Prospectus (other than the financial statements, financial and related statistical data and supporting schedules as to which it makes no statement), contained any untrue statement of a legal opinion dated material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or that the Final Prospectus, as of its date or as of the Closing Date, contains any untrue statement of a material fact or omits to be state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ii) from Davis Graham & Stubbs LLP, the Xxxxxxxxxxx's X.X. xounsel as to those matters set forth in Schedule B to the Agency Agreement, in each case addressed to the Underwriters, dated the Closing Date, and in form and substance acceptable satisfactory to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public Underwriters and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Unitstheir counsel; (f2) the Underwriters receiving at having received the Closing Time on comfort letter referred to in Section 9(1)(a); (3) the Underwriters having received a comfort letter, dated the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documents; (g) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters receiving at the Closing Time a certificate, dated as of the Closing Date, signed by an officer of the Corporation, in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (i) the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSE; (j) the Underwriters receiving at the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days business days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a9(1)(a); (4) the Underwriters receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Underwriters and their counsel, addressed to the Underwriters and their counsel, from local counsel to the Corporation, as to mining title matters with respect to each of the Material Resource Properties; (5) the Underwriters receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Underwriters and their counsel, addressed to the Underwriters and their counsel, from local counsel to the Corporation, stating that each of Caystar Holdings, Bogoso Holdings, Bogoso Gold Limited, Wasford Holdings and Wexford Goldfields Limited has been duly created and is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, and that the Corporation or a Material Subsidiary owns all of the issued and outstanding share capital of such corporations, except as set out in Schedule A; (6) at the Time of Closing, there having been no material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation on a consolidated basis since the date hereof; (k7) at the Time of Closing, CIBC Mellon Trust Company, at is principal office in Vancouver, having been duly appointed as the transfer agent and registrar for the Common Shares and warrant trustee for the Warrants, and the Warrant Indenture having been executed by the Corporation and CIBC Mellon Trust Company; (8) the Agency Agreement having been executed by the Corporation and the Agents, and none of the Agents shall have relied upon any rights of termination in the Agency Agreement to terminate the offering of the Securities in the United States, and all conditions to the Agents' obligations thereunder having been satisfied or waived by the Agents; (9) the Underwriters receiving Corporation delivering a lock-up agreement from each of the officers, directors and principal shareholders certificate signed on behalf of the Corporation as set out in Section 8(y) herein; and (l) by the Chief Executive Officer of the Corporation and the Chief Financial Officer of the Corporation, addressed to the Underwriters receiving such other documents or opinions as and dated the Underwriters may reasonably requestClosing Date, in each case in a form customary for transactions of this nature and all in a form satisfactory to the UnderwritersUnderwriters and their counsel, each acting reasonably; provided certifying for and on behalf of the Corporation and not in their personal capacities that, Beacon will provide written notice to the actual knowledge of any the persons signing such request for documents certificate, after having made due inquiry: (a) the Corporation has complied in all respects with all covenants and opinions not explicitly contemplated by satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at least three Business Days or prior to the Time of Closing on the Closing Date; (b) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Securities or any of the Corporation's issued securities has been issued and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened; (c) no order suspending the effectiveness of the U.S. Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or, to the knowledge of such officers, threatened by the SEC and any additional information requested on the part of the SEC shall have been complied with to the reasonable satisfaction of the Underwriters; and (d) the Corporation is a "reporting issuer" or its equivalent under the securities laws of each of the Qualifying Provinces and eligible to use the POP System and no material change relating to the Corporation on a consolidated basis has occurred since the date hereof with respect to which the requisite material change report has not been filed and no such disclosure has been made on a confidential basis that remains subject to confidentiality; and (e) all of the representations and warranties made by the Corporation in this Agreement are true and correct as of the Time of Closing with the same force and effect as if made at and as of the Time of Closing after giving effect to the transactions contemplated hereby; and (10) the Underwriters receiving at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation as are consistent with the transactions contemplated herein.

Conditions of the Offering. The Canadian Underwriters’ ' obligations under this Agreement to purchase the Units are conditional upon and subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditionsto: (a1) the Preliminary Prospectus and Canadian Underwriters receiving at the Prospectus having been signed and certified on behalf Time of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect Closing favourable legal opinions to be delivered to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence Canadian Underwriters by the UnderwritersField Xxxxxxxx Perraton LLP, in a form acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the Offering Documents, as applicable, and the distribution of the Units without restriction; (c) the Corporation delivering to the Underwriters, at the Closing Time, a certificate dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon), in a form satisfactory to Beacon, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has been issued and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation and counsel to the Canadian Underwriters as to the qualification of the Securities for sale to the public and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws and the regulations thereunder; (ii) that the Corporation is a company incorporated under the laws of Canada and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option Certificates; (iii) as to the authorized share capital of the Corporation; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Certificates have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations on enforceability; (vi) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (x) that upon the payment of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, fact on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that set forth below: (a) the offer Corporation having been amalgamated and sale existing under the laws of Canada; (b) the Corporation having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Final Prospectus and to execute and deliver this agreement and to carry out the transactions contemplated hereby; (c) the authorized share capital of the Units Corporation being as described in the United StatesFinal Prospectus; (d) all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of this Agreement and the U.S. Agreement and the performance of its obligations hereunder and thereunder and this Agreement and the U.S. Agreement has been duly executed and delivered by the Corporation and each agreement constitutes a legal, or to or for the account or benefit valid and binding obligation of, persons within and is enforceable against, the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made Corporation in accordance with Schedule “A” hereto; it being understood its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that such counsel no opinion need not express its opinion with respect be expressed as to any resale rights to indemnity, contribution and waiver of contribution) and the execution and delivery by the Corporation of this Agreement and the U.S. Agreement, the fulfilment of the Unitsterms hereof and thereof by the Corporation, and the issue, sale and delivery on the Closing Date of the Securities to the Canadian Underwriters and the U.S. Agents as contemplated herein and in the U.S. Agreement do not constitute or result in a breach of or a default under, and do not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of, and will not conflict with, any of the terms, conditions or provisions of the articles or by-laws of the Corporation; (e) all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of the Warrant Indenture and the performance of the its obligations thereunder has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of, and is enforceable against, the Corporation in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution); (f) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions all documents required to be addressed filed by the Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having been filed and taken in order to qualify the distribution (or distribution to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamationpublic, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) of the issued and outstanding shares Securities in each of capital of such Subsidiary are the Qualifying Provinces through investment dealers or brokers registered as set out in under the Offering Documentsapplicable laws thereof who have complied with the relevant provisions thereof; (g) all legal requirements will have been fulfilled by the Underwriters receiving at Corporation under applicable Canadian Securities Laws so that the Closing Time issuance of the Common Shares on exercise of Warrants and the Closing DateUnderwriters' Warrants (the "UNDERLYING COMMON SHARES") will be exempt from the prospectus requirements of the applicable Canadian Securities Laws, legal opinions and such Underlying Common Shares will not be subject to any statutory hold period, and no other documents will be required to be addressed filed, proceedings taken, or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws to permit the Underwriterstrading in the Qualifying Provinces of the Underlying Shares, through registrants registered under applicable Canadian Securities Laws or in form and substance acceptable to the Underwriters, circumstances in which there is an exemption from the Corporation’s regulatory counsel registration requirements of such applicable laws, subject to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offeringusual exceptions; (h) the Underwriters receiving Securities and the Underlying Common Shares having been conditionally approved for listing on the TSX subject only to compliance with the documentary filing requirements of such exchange; (i) the attributes and characteristics of the Securities being accurately summarized in all material respects under the heading "Details of the Offering" in the Final Prospectus; (j) the Common Shares and the Underlying Common Shares, when and if issued by the Corporation, having been validly issued by the Corporation and being fully-paid and non-assessable shares in the capital of the Corporation; (k) the Securities being, at the Time of Closing, eligible for investment pursuant to the statutes set forth under the heading "Eligibility for Investment" in the Final Prospectus; (l) as to certain Canadian federal income tax matters, as described in the Final Prospectus under the heading "Eligibility for Investment"; and (m) it has no reason to believe that, as of its date, the Final Prospectus or any Prospectus Amendment prior to the Closing Time Date (other than the financial statements and related schedules therein or other financial data derived from accounting records, as to which such counsel is not expressing an opinion) contained an untrue statement of a certificatematerial fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, dated in the light of the circumstances under which they were made, not misleading or that, as of the Closing Date, signed by either the Final Prospectus or any Prospectus Amendment prior to the Closing Date (other than the financial statements and related schedules therein or other financial data derived from accounting records, as to which such counsel is not expressing an officer opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. and Stoel Rives LLP, the Corporation's U.S. counsel as to those matters set forth in Schedule B to the U.S. Agreement, in a each case addressed to the Canadian Underwriters and their counsel, dated the Closing Date, and in form and substance satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for Canadian Underwriters and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporationtheir counsel; (ii2) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (i) the Unit SharesCanadian Underwriters having received a comfort letter, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSE; (j) the Underwriters receiving at dated the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the CorporationDate, in form and substance satisfactory to the Canadian Underwriters, acting reasonably, bringing forward to a date not more than two Business Days business days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(aparagraph 9(1)(a); (3) the Canadian Underwriters receiving at the Time of Closing a legal opinion (or opinions) addressed to the Canadian Underwriters and their counsel, in form and substance satisfactory to the Canadian Underwriters and their counsel, as to mining title matters with respect to each of the Material Resource Properties (as hereinafter defined); (4) the Canadian Underwriters receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Canadian Underwriters and their counsel, addressed to the Canadian Underwriters and their counsel from local counsel to the Corporation, stating that each of Caystar Holdings, Bogoso Holdings, Bogoso Gold Limited and Wasford Holdings has been duly created and is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, and that the Corporation or a Material Subsidiary owns all of the issued and outstanding share capital of such corporations, except as set out in Schedule A, in each case addressed to the Canadian Underwriters and their counsel, dated the Closing Date, and in form and substance satisfactory to the Canadian Underwriters and their counsel; (5) at the Time of Closing, there having been no material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation on a consolidated basis since the date hereof; (k6) the Underwriters receiving a lock-up agreement from each U.S. Agreement having been executed by the Corporation and the U.S. Agents, and none of the officersU.S. Agents shall have relied upon any rights of termination in the U.S. Agreement to terminate the offering of the Securities in the United States, directors and principal shareholders all conditions to the U.S. Agents' obligations thereunder having been satisfied or waived by the U.S. Agents; (7) the U.S. Registration Statement being declared effective by the SEC; (8) the Corporation delivering a certificate signed on behalf of the Corporation as set out in Section 8(y) herein; and (l) by the Chief Executive Officer of the Corporation and the Chief Financial Officer of the Corporation, addressed to the Canadian Underwriters receiving such other documents or opinions as and dated the Underwriters may reasonably requestClosing Date, in each case in a form customary for transactions of this nature and all in a form satisfactory to the UnderwritersCanadian Underwriters and their counsel, each acting reasonably; provided certifying for and on behalf of the Corporation and not in their personal capacities that, Beacon will provide written notice to the actual knowledge of any the persons signing such request for documents certificate, after having made due inquiry: (a) the Corporation has complied in all respects with all covenants and opinions not explicitly contemplated by satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at least three Business Days or prior to the Time of Closing on the Closing Date; (b) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Securities or any of the Corporation's issued securities has been issued and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened; (c) the Corporation is a "reporting issuer" or its equivalent under the securities laws of each of the Qualifying Provinces and eligible to use the POP System and no material change relating to the Corporation on a consolidated basis has occurred since the date hereof with respect to which the requisite material change report has not been filed and no such disclosure has been made on a confidential basis that remains subject to confidentiality; and (d) all of the representations and warranties made by the Corporation in this Agreement are true and correct as of the Time of Closing with the same force and effect as if made at and as of the Time of Closing after giving effect to the transactions contemplated hereby; (9) the National Association of Securities Dealers, Inc. ("NASD") has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements related to the Offering; and (10) the Canadian Underwriters receiving at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation as may be contemplated herein or as the Canadian Underwriters or their counsel may reasonably require.

Conditions of the Offering. The Underwriters’ obligations under this Agreement to purchase the Units are subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditions: (a) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Ontario Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the Underwriters, in a form acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors and shareholders of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates and the Offering Documents, as applicable, and the distribution of the Units without restriction; (c) the Corporation delivering to the Underwriters, at the Closing Time, and the Over- Allotment Closing Time, as applicable, a certificate dated the Closing Date Date, or the Over- Allotment Closing Date, as applicable, addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon)Corporation, in a form satisfactory to Beaconthe Lead Underwriter, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time or the Over-Allotment Closing Time, as applicable; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, or the Over- Allotment Closing Time, as applicable, with the same force and effect as if made on and as at the Closing Time or the Over-Allotment Closing Time, as applicable, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has receipts have been issued by the Securities Commissions in the Qualifying Jurisdictions for the Prospectus and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: Prospectus (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Underwriters and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws and the regulations thereunder; (ii) that the Corporation is a company incorporated under the laws of Canada the Province of Ontario and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates; (iiiii) as to that the authorized share capital of the CorporationCorporation consists of an unlimited number of common shares and 2,000,000 special redeemable, voting, non-participating preference shares immediately prior to the Closing Time; (iviii) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (viv) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations on enforceability; (viv) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates and the performance of the Corporation’s obligations hereunder and thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation, or any resolution of any of the directors (or committees of directors) or shareholders; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British ColumbiaOntario; (viivi) that all necessary forms have been filed with the CSE to effect the issuance and listing of the Unit Common Shares, the Warrant Shares and Warrants (including those issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the pursuant to exercise of the Compensation OptionsWarrants) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viiivii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, Warrants Units and the Compensation OptionsWarrants; (ixviii) that the Warrants and the Compensation Options Warrants have been validly created and issued by the Corporation; (xix) that upon the payment of the Offering Price therefor, the Unit Common Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xix) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xiixi) that the Compensation Shares Underlying Securities issuable upon the exercise of the Compensation Options Warrants have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options Warrants in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiiixii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xivxiii) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xvxiv) that the attributes of the Unit Common Shares, Warrants and Compensation Options Warrants are consistent in all material respects with the description thereof in the Prospectus; and (xvixv) that the Transfer Warrant Agent, at its principal office in the City of CalgaryToronto, has been duly appointed as the transfer warrant agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to to, or for the account or benefit of, persons within of a U.S. Person or a person in the United States or U.S. PersonsStates, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that (i) the offer and sale of the Units in the United States, States or to or for the account or benefit of, persons within of a U.S. Person or a person in the United States or U.S. Persons and the issuance of the Warrant Shares on exercise of the Warrants is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the UnitsUnits and (ii) the Corporation is not, and after the sale of the Units shall not be, an “investment company” within the meaning of the United States Investment Company Act of 1940, as amended; (f) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ Subsidiaries respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) all of the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documentsname of the Corporation; (g) the Underwriters receiving at the Closing Time on the Closing Date, shall have received legal opinions to be addressed to the Underwriters, in form and substance acceptable satisfactory to the UnderwritersUnderwriter, acting reasonably, dated as of the date of the Prospectus and the Closing Date from the Corporation’s regulatory counsel to the effect that Corporation regarding the compliance of the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance each Subsidiary with applicable state cannabis laws in the United States in a form materially similar state and municipal laws relating to that delivered to Canaccord and Beacon at the time manufacture, cultivation, importation, possession, sale or distribution of the Corporation’s initial public offeringcannabis; (h) the Underwriters receiving at the Closing Time and the Over-Allotment Closing Time, as applicable, a certificate, dated as of the Closing Date or the Over-Allotment Closing Date, as applicable, signed by an officer the corporate secretary of the CorporationCorporation (or such other officer as the Underwriters may agree to), in a form satisfactory to the Co-Lead UnderwritersUnderwriter, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (i) the Unit Common Shares, the Warrant Shares and Warrants (including those issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the pursuant to exercise of the Compensation OptionsWarrants) issued pursuant to the Offering being approved are listed and posted for listing trading on the CSE, subject only to the standard listing conditions of the CSE; (j) the Underwriters receiving at the Closing Time or the Over-Allotment Closing Time, as applicable, on the Closing Date or the Over-Allotment Closing Date, as applicable, comfort letters dated as of the Closing Date from the auditors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereof; (k) the Underwriters receiving Agents shall have received a lock-up agreement certificate from each of the officers, directors and principal shareholders of the Corporation Computershare Trust Company as set out in Section 8(y) herein; and (l) the Underwriters receiving such other documents or opinions as the Underwriters may reasonably request, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each acting reasonably; provided that, Beacon will provide written notice number of any such request for documents Common Shares issued and opinions not explicitly contemplated by this Agreement outstanding as at least three Business Days the date immediately prior to the Closing Date; and; (l) to the extent not previously provided, the Agents shall have received the lock-up undertakings requested by the Agents pursuant to Section 8(z).

Conditions of the Offering. The Underwriters’ obligations under this Agreement obligation of the Purchasers to purchase the Units are Special Warrants or the Private Placement Units, as applicable, at the applicable Closing Time shall be subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditions: (a) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the UnderwritersAgents, in a form acceptable to the UnderwritersAgents, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors and shareholders of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, each of the Warrant Indenture and the Compensation Option Certificates and the Offering Transaction Documents, as applicable, and the distribution of the Special Warrants and the Private Placement Units, the issuance of the Unit Shares and Warrants comprising the Units without restrictionissuable upon exercise of the Special Warrants, the issuance of the Warrant Shares issuable upon exercise of the Warrants, the issuance of the PP Unit Shares and PP Warrants comprising the Private Placement Units, the issuance of the PP Warrant Shares issuable upon exercise of the PP Warrants, the issuance of the Agents Compensation Options, the issuance of the Agents’ Commission Shares and Agents’ Commission Warrants comprising the Compensation Units and the issuance of the Agents’ Commission Warrant Shares on exercise of the Agents’ Commission Warrant; (cb) the Corporation delivering to the UnderwritersAgents, at the applicable Closing Time, a certificate dated the applicable Closing Date addressed to the Underwriters Agents and signed by the Chief Executive Officer and the Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon)Corporation, in a form satisfactory to Beaconthe Agents, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Materialenquiries, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the applicable Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the applicable Closing Time, Time with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreementsuch date; (iii) the Final Receipt has been issued and no ordersince September 30, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or2022, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: (A) there has been no material adverse change affecting the Corporation on a consolidated basis, and (B) other than the bridge loan agreement dated December 5, 2022 by and among the Corporation, Silver Valley Metals Corp. and certain affiliates of Sprott Private Resource Streaming & Royalty Corp., no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and; (viv) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus Disclosure Record misleading or untrue in any material respect or which would result in a misrepresentation in the ProspectusDisclosure Record or which would result in the Disclosure Record not complying with applicable Canadian Securities Laws or U.S. Securities Laws; and (v) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting or suspending the offering, issue or sale of the Special Warrants or the Private Placement Units or any of the Corporation’s issued securities, having been issued, and no proceeding for such purpose being, to the knowledge of such officers, pending or threatened; (dc) the Underwriters Agents receiving, at the applicable Closing Time, Time a legal opinion dated the applicable Closing Date, to be addressed to the UnderwritersAgents, in form and substance acceptable to the Underwriters Agents acting reasonably, of Bxxxx, Cxxxxxx & Gxxxxxx LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Underwriters Agents and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws and the regulations thereunder; (ii) that the Corporation is a company incorporated under the laws of Canada and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option Certificates; (iii) as to the authorized share capital of the Corporation; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Certificates have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations on enforceability; (vid) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (x) that upon the payment of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters Agents receiving, at the applicable Closing Time on the applicable Closing Date, a legal opinion dated as of the applicable Closing Date, to be addressed to the UnderwritersAgents, in form and substance acceptable to the Underwriters, acting reasonablyAgents, of J.X. Xxxxx & Co., United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Agents and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the effect following matters: (i) as to the incorporation and valid existence of the Corporation; (ii) as to the incorporation and subsistence of each Subsidiary; (iii) that the Corporation has all necessary corporate power to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under the Transaction Documents, and to issue and sell the Special Warrants, the Private Placement Units, the Unit Shares and Warrants comprising the Units issuable upon exercise of the Special Warrants, the Warrant Shares issuable upon exercise of the Warrants, the Agents Compensation Options, the Agents’ Commission Shares and Agents’ Commission Warrants comprising the Compensation Units issuable on exercise of the Agents Compensation Options and the Agents’ Commission Warrant Shares on exercise of the Agents’ Commission Warrants, as applicable; (iv) the execution and delivery by the Corporation of the Transaction Documents and the performance by it of its obligations thereunder and the issuance of the Special Warrants, the Unit Shares and Warrants comprising the Units issuable upon exercise of the Special Warrants, the issuance of the Warrant Shares issuable upon exercise of the Warrants, the issuance of the PP Unit Shares and PP Warrants comprising the Private Placement Units, the issuance of the PP Warrant Shares issuable upon exercise of the PP Warrants, the issuance of the Agents Compensation Options, the issuance of the Agents’ Commission Shares and Agents’ Commission Warrants comprising the Compensation Units issuable on exercise of the Agents Compensation Options and the issuance of the Agents’ Commission Warrant Shares on exercise of the Agents’ Commission Warrants, as applicable, have been duly authorized by all necessary corporate action on the Corporation’s part; (v) the Corporation has duly executed and delivered each of the Transaction Documents; (vi) the execution and delivery by the Corporation of each of the Transaction Documents and the performance by it of its obligations hereunder and thereunder and the issuance and sale of the Special Warrants, the Unit Shares and Warrants comprising the Units issuable upon exercise of the Special Warrants, the Warrant Shares issuable upon exercise of the Warrants, the PP Unit Shares and PP Warrants comprising the Private Placement Units, the PP Warrant Shares issuable upon exercise of the PP Warrants, the Agents Compensation Options, the Agents’ Commission Shares and Agents’ Commission Warrants comprising the Compensation Units issuable on exercise of the Agents Compensation Options and the Agents’ Commission Warrant Shares on exercise of the Agents’ Commission Warrants, as applicable, does not conflict with or result in a breach or violation of any of the terms of provisions of, or constitute a default under: (A) the constating documents of the Corporation; and (B) any Laws applicable to the Corporation in the United States; (vii) that the Special Warrants, the PP Unit Shares, the PP Warrants and the Agents Compensation Options have been validly created and issued by the Corporation; (viii) that the issuance of the Unit Shares and Warrants comprising the Units issuable upon exercise of the Special Warrants has been duly authorized by all necessary corporate action on the part of the Corporation and when issued in accordance with the terms of the Special Warrants, the Unit Shares and the Warrants will be validly created and issued by the Corporation; (ix) that the issuance of the PP Unit Shares comprising the Private Placement Units has been duly authorized by all necessary corporate action on the part of the Corporation and that the PP Unit Shares have been validly issued as fully paid and non-assessable Common Shares; (x) that the issuance of the PP Warrants comprising the Private Placement Units has been duly authorized by all necessary corporate action on the part of the Corporation and that the PP Warrants will be validly created and issued by the Corporation; (xi) that the issuance of the Unit Shares has been duly authorized by all necessary corporate action on the part of the Corporation and, when issued in accordance with the terms of the Special Warrants, the Unit Shares will be validly issued as fully paid and non-assessable Common Shares; (xii) that the issuance of the Warrant Shares has been duly authorized by all necessary corporate action on the part of the Corporation and, when issued in accordance with the terms of the Warrants, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (xiii) that the issuance of the PP Warrant Shares has been duly authorized by all necessary corporate action on the part of the Corporation and, when issued in accordance with the terms of the PP Warrants, the PP Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (xiv) that the issuance of the Agents’ Commission Shares issuable upon exercises of the Agents Compensation Options has been duly authorized by all necessary corporate action on the part of the Corporation and, when issued in accordance with the terms of the Agents Compensation Options, the Agents’ Commission Shares will be validly issued as fully paid and non-assessable Common Shares; (xv) the issuance of the Agents’ Commission Warrants issuable on exercise of the Agents Compensation Options has been duly authorized by all necessary corporation action on the part of the Corporation and, when issued in accordance with terms of the Agents Compensation Options, the Agents’ Commission Warrants will be validly created and issued by the Corporation; (xvi) that the issuance of the Agents’ Commission Warrant Shares has been duly authorized by all necessary corporate action on the part of the Corporation and, when issued in accordance with the terms of the Agents’ Commission Warrants, the Agents’ Commission Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (xvii) that the form and terms of the Special Warrant Certificates, the PP Warrant Certificates, the Agents Compensation Option Certificates, the Warrant Certificates, and the certificates representing the Unit Shares, the PP Units Shares, the Underlying Shares and Agents’ Commission Warrants have been approved and adopted by the directors of the Corporation; and (xviii) the offer and sale of the Units in Offered Securities and the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons Compensation Securities is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” heretothis Agreement; it being understood that such counsel need not express its opinion with respect to any resale of the UnitsOffered Securities and the Compensation Securities; (e) the Agents shall have received a favourable legal opinion addressed to the Agents from counsel to the Corporation, as applicable, dated as of the Initial Closing Date, in the form and substance satisfactory to the Agents and their counsel, acting reasonably, as to title of the Properties and the Corporation’s or the Subsidiary’s interest therein; (f) the Underwriters Agents receiving at the applicable Closing Time on the Closing DateTime, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documents; (g) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters receiving at the Closing Time a certificate, dated as signed by the Chief Executive Officer and the Chief Financial Officer of the Closing Date, signed by an officer of Corporation (or such other officers as the CorporationAgents may agree to), in a form satisfactory to the Co-Lead UnderwritersAgents, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Special Warrants, the Private Placement Units, the Unit Shares and Warrants issuable upon exercise of the Special Warrants, the Warrant Shares issuable upon exercise of the Warrants, the PP Unit Shares, the PP Warrants, the PP Warrant Shares issuable upon exercise of the PP Warrants, the Agents Compensation Options, the Agents’ Commission Shares and Agents’ Commission Warrants comprising the Compensation Units issuable upon exercise of the Agents Compensation Options, and the Agents’ Commission Warrant Shares issuable on exercise of the Agents’ Commission Warrants issuable thereunder and the authorization of the other agreements Transaction Documents and transactions contemplated hereinherein and therein; and (iii) the incumbency and signatures of signing officers of the Corporation; (ig) the Unit Shares, Agents shall have received a certificate of status (or the Warrant Shares (issuable upon the exercise of the Warrantsequivalent) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant with respect to the Offering being approved for listing on jurisdiction in which the CSECorporation and each Subsidiary is incorporated, subject only to amalgamated or continued, as the standard listing conditions of the CSEcase may be; (jh) the Underwriters receiving at Agents shall have received the Closing Time on Special Warrant Certificates, or evidence of electronic registration, as applicable, the Closing Date comfort letters dated PP Unit Share certificates, or evidence of electronic registration, as of applicable, the Closing Date from PP Warrant Certificates and the auditors of the Corporation, Agents Compensation Options Certificates in form and substance satisfactory to the UnderwritersAgents, acting reasonably; (i) all consents, bringing forward to a date not more than two Business Days prior approval, permits, authorizations or filings as may be required under Canadian Securities Laws or U.S. Securities Laws necessary for the Offering and the transactions contemplated by this Agreement, shall have been obtained or made, as applicable; (j) each of the Transaction Documents shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereofAgents, acting reasonably; (k) the Underwriters receiving a lock-up agreement from Agents not having previously terminated their obligations pursuant to Section 10 of this Agreement; (l) prior to the initial Closing Time, the Corporation shall use reasonable efforts to cause each of the officers, directors and principal 10% shareholders (on a non-diluted basis) of the Corporation as set out to enter into an undertaking in Section 8(yfavour of the Agents (the “Lock-Up Agreements”) hereinpursuant to which such person shall agree not to, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation for a period of 120 days after the final Closing Date, without the prior written consent of Echelon, on behalf of the Agents, (such consent not to be unreasonably withheld or delayed); (m) the Agents shall have completed, to their satisfaction, their due diligence review of the Corporation and its Subsidiaries and each of their respective businesses, operations and financial condition; and (ln) the Underwriters receiving Agents shall have received at the applicable Closing Time such further certificates, opinions of counsel and other documents documentation from the Corporation contemplated herein, provided, however, that the Agents or opinions as the Underwriters may reasonably request, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each acting reasonably; provided that, Beacon will provide written notice of their counsel shall request any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days certificate or document within a reasonable period prior to the applicable Closing DateTime that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of the Offering. ‌ The Underwriters’ obligations under this Agreement to purchase the Units are subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditions: (a) the Preliminary Prospectus Prospectus, the Amended and Restated Prospectus, and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus, the Amended and Restated Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the Underwriters, in a form acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors and shareholders of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and Indenture, the Compensation Option Warrant Certificates and the Offering Documents, as applicable, the granting of the Over-Allotment Option and the distribution of the Units and the Common Shares issuable on exercise of the Compensation Warrants without restriction; (c) the Corporation delivering to the Underwriters, at the Closing Time, a certificate dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon)Corporation, in a form satisfactory to BeaconEight, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has receipts have been issued by the Securities Commissions in the Qualifying Jurisdictions for the Prospectus and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: Prospectus (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of XxXxxxxx LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Underwriters and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the British Columbia Act and the regulations thereunder and has a similar status under the Canadian Securities Laws and of each of the regulations thereunderother Qualifying Jurisdictions; (ii) that the Corporation is a company incorporated under the laws of Canada the Province of British Columbia and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates; (iii) as to that the authorized share capital of the CorporationCorporation consists of an unlimited number of Common Shares and specifying the number of issued and outstanding Common Shares immediately prior to the Closing Time; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended and Restated Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations on enforceability; (vi) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates and the performance of the Corporation’s obligations hereunder and thereunder thereunder, including the granting of the Over-Allotment Option issuance and the sale and delivery of the Units and the Common Shares issuable upon exercise of the Compensation Warrants, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the notice of articles or by-laws articles and other constating documents of the Corporation, or any resolution of any of the directors (or committees of directors) or shareholders; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit SharesCommon Shares and Warrants comprising the Units, the Compensation Warrants and the Common Shares issuable on exercise of the Compensation OptionsWarrants; (ixviii) that the Warrants and the Compensation Options Warrants have been validly created and issued by the Corporation; (xix) that upon the payment of the Offering Price therefor, the Unit Common Shares partially comprising the Units and the Common Shares issuable upon exercise of the Compensation Warrants will be duly and validly issued as fully paid and non-assessable Common Shares; (xix) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xi) that the Common Shares and Warrants comprising the Over-Allotment Units have been authorized and allotted for issuance and, upon the due exercise of the Over-allotment Option, the Over-Allotment Units will be validly created and issued, as applicable; (xii) that the Compensation Common Shares issuable upon the exercise of the Compensation Options Warrants have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options Warrants in accordance with the provisions thereof, will be validly created issued as fully paid and issued, as applicablenon-assessable Common Shares; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units and the Common Shares issuable upon exercise of the Compensation Warrants in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the issuance of the Warrant Shares issuable upon the exercise of the Warrants is exempt from the prospectus requirements of applicable Canadian Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws to permit such issuance; (xv) that the issuance of the Common Shares issuable upon the exercise of the Compensation Warrants is exempt from the prospectus requirements of applicable Canadian Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws to permit such issuance; (xvi) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Certain Material Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xvxvii) that the attributes of the Unit Common Shares, Warrants and Compensation Options Warrants are consistent in all material respects with the description thereof in the Prospectus; (xviii) that the form of the certificates respecting the Common Shares, Warrants and Compensation Warrants have been approved and adopted by the board of directors of the Corporation and do not conflict with the notice of articles or articles of the Corporation or any applicable Laws and complies with the rules and regulations of the CSE; and (xvixix) that the Transfer Agent, at its principal office in the City of CalgaryVancouver, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonablyof XxXxxxxx LLP, of special United States legal securities law counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that it is not necessary to register under the U.S. Securities Act the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities ActUnits, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units, Common Shares or Warrants (other than the initial resale by the Underwriters of the Units to Qualified Institutional Buyers (as defined in Schedule “A” hereto) pursuant to Rule 144A); (f) the Underwriters receiving at the Closing Time on the Closing Date, a legal opinions opinion to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective Subsidiary’s counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) all of the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documentsname of the Corporation or a Subsidiary, as applicable; (g) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters receiving at the Closing Time a certificate, dated as of the Closing Date, signed by an officer the Chief Executive Officer of the CorporationCorporation (or such other officer as the Underwriters may agree to), in a form satisfactory to the Co-Lead UnderwritersEight, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the Common Shares issuable on exercise of the Compensation Warrants and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (ih) the Unit SharesCommon Shares issuable pursuant to the Offering (including, for greater certainty, the Warrant Shares (and any Common Shares issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the on exercise of the Compensation OptionsWarrants) issued pursuant to the Offering being approved are listed and posted for listing trading on the CSE, subject only to the standard listing conditions of the CSE;; and (ji) the Underwriters receiving at the Closing Time on the Closing Date a comfort letters letter dated as of the Closing Date from the auditors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereof; (k) the Underwriters receiving a lock-up agreement from each of the officers, directors and principal shareholders of the Corporation as set out in Section 8(y) herein; and (l) the Underwriters receiving such other documents or opinions as the Underwriters may reasonably request, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each acting reasonably; provided that, Beacon will provide written notice of any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days prior to the Closing Date.

Conditions of the Offering. The Underwriters’ obligations under this Agreement to purchase the Units are subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditions: (a) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the Underwriters, in a form acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors and shareholders of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and Indenture, the Compensation Option Warrant Certificates and the Offering Documents, as applicable, the granting of the Over-Allotment Option and the distribution of the Units without restriction; (c) the Corporation delivering to the Underwriters, at the Closing Time, a certificate dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon)Corporation, in a form satisfactory to BeaconCanaccord, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has receipts have been issued by the Securities Commissions in the Qualifying Jurisdictions for the Prospectus and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: Prospectus (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of Xxxxxx LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Underwriters and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the British Columbia Act and the regulations thereunder and has a similar status under the Canadian Securities Laws and of each of the regulations thereunderother Qualifying Jurisdictions; (ii) that the Corporation is a company incorporated under the laws of Canada the Province of British Columbia and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates; (iii) as to that the authorized share capital of the CorporationCorporation consists of an unlimited number of Common Shares and specifying the number of issued and outstanding Common Shares immediately prior to the Closing Time; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations on enforceability; (vi) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates and the performance of the Corporation’s obligations hereunder and thereunder thereunder, including the granting of the Over- Allotment Option issuance and the sale and delivery of the Units, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation; , or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province resolution of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect the issuance and listing any of the Unit Shares, the Warrant Shares directors (issuable upon the exercise or committees of the Warrantsdirectors) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (x) that upon the payment of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectusor shareholders; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documents; (g) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters receiving at the Closing Time a certificate, dated as of the Closing Date, signed by an officer of the Corporation, in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (i) the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSE; (j) the Underwriters receiving at the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereof; (k) the Underwriters receiving a lock-up agreement from each of the officers, directors and principal shareholders of the Corporation as set out in Section 8(y) herein; and (l) the Underwriters receiving such other documents or opinions as the Underwriters may reasonably request, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each acting reasonably; provided that, Beacon will provide written notice of any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days prior to the Closing Date.or

Conditions of the Offering. The Underwriters’ obligations under this Agreement to purchase the Units are conditional upon and subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditionsto: (a1) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the Underwriters, in a form acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the Offering Documents, as applicable, and the distribution of the Units without restriction; (c) the Corporation delivering to the Underwriters, Underwriters receiving at the Time of Closing Time, a certificate favourable legal opinions dated the Closing Date Date, addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon), in a form satisfactory to Beacon, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: their counsel from (i) the Corporation has complied in all material respects (except where already qualified by materialityFasken Mxxxxxxxx DxXxxxxx LLP, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has been issued and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation and counsel to the Underwriters as to the qualification of the Common Shares for sale to the public and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice law and may rely, to the extent appropriate in the circumstances, as to matters of fact, fact on certificates of officers, of public officials and exchange of Exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matterseffect set forth below: (ia) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws having been amalgamated and the regulations thereunder; (ii) that the Corporation is a company incorporated existing under the laws of Canada and has Canada; (b) the Corporation having the corporate capacity and power and capacity to own or and lease its properties and assets, carry on assets and to conduct its business as it is currently conducted, described in the Final Prospectus and to execute, execute and deliver this Agreement and perform its obligations under this Agreement, to carry out the Warrant Indenture and the Compensation Option Certificatestransactions contemplated hereby; (iiic) as to the authorized and issued share capital of the CorporationCorporation being as described in the Final Prospectus; (ivd) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has having been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture Agreement and the Compensation Option Certificates Agency Agreement and the performance of the Corporation’s its obligations hereunder and thereunder and this Agreement, the Warrant Indenture Agreement and the Compensation Option Certificates Agency Agreement have each been duly authorized, executed and delivered by the Corporation, Corporation and each this Agreement constitutes a legal, valid and binding agreement of the Corporationobligation of, and is enforceable against against, the Corporation in accordance with the its terms thereof, (subject to customary limitations on enforceability; (vibankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution) and the execution and delivery by the Corporation of this Agreement and the Agency Agreement, the Warrant Indenture fulfilment of the terms hereof and thereof by the Corporation, and the Compensation Option Certificates issue, sale and delivery on the Closing Date of the Common Shares to the Underwriters and the performance of Agents as contemplated herein and in the Corporation’s obligations hereunder and thereunder Agency Agreement do not and will not constitute or result in a breach of or a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of or default underof, and do not and will not conflict with: (A) , any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (viie) that all necessary forms have been filed with the CSE to effect Option and the issuance and listing sale of the Unit Shares, the Warrant Common Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that have been authorized by all necessary corporate action has been taken by on the Corporation to authorize the issuance part of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (xf) that upon all documents required to be filed by the payment Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having been filed and taken in order to qualify the distribution (or distribution to the public, as the case may be) of the Offering Price therefor, the Unit Common Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by Provinces through investment dealers or brokers duly registered in the Corporation to qualify appropriate category under the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and laws thereof who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documentsthereof; (g) the Underwriters receiving at the Closing Time Common Shares having been conditionally approved for listing on the Closing Date, legal opinions TSX subject only to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time documentary filing requirements of the Corporation’s initial public offeringTSX; (h) the Underwriters receiving at the Closing Time a certificate, dated as attributes and characteristics of the Closing Date, signed by an officer Common Shares being accurately summarized in all material respects under the heading “Description of Share Capital” in the Corporation, in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to:Final Prospectus; (i) the constating documents Common Shares, when issued by the Corporation upon receipt of the aggregate purchase price as consideration for the issue thereof, having been validly issued by the Corporation and articles being fully-paid and non-assessable shares in the capital of the Corporation; (iij) as to certain Canadian federal income tax matters, as described in the resolutions of Final Prospectus under the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated hereinheading “Eligibility for Investment”; and (iiik) a “10b-5” opinion to the incumbency and signatures of signing officers effect that during the course of the Corporation’s preparation of the Final Prospectus and its participation in conferences with officers and other representatives of the Corporation, the Corporation’s independent public accountants, the Agents and the Underwriters and their counsel, during which the contents of the Final Prospectus were discussed, and while it has not independently verified and is not passing upon the accuracy, completeness or fairness of the statements made in the Final Prospectus except as explicitly set forth in paragraph (k) hereof, no facts have come to its attention that lead it to believe that the Final Prospectus contained any untrue statement of a material fact (as such term is defined in the Securities Act (Ontario)) or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (other than the financial statements and notes thereto and related schedules therein or other financial data derived from accounting records or incorporated therein and other than statistical, mineral reserve and resource and geological information, as to which such counsel is not expressing an opinion); and (ii) from Dxxxx Xxxxxx & Sxxxxx LLP, the Corporation’s U.S. counsel, as to those matters set forth in Schedule B to the Agency Agreement, in each case addressed to the Underwriters, dated the Closing Date, and in form and substance satisfactory to the Underwriters and their counsel acting reasonably; (i2) the Unit Shares, Underwriters having received the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant comfort letter referred to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSEin Section 9(1)(a); (j3) the Underwriters receiving at having received a comfort letter, dated the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the CorporationDate, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days business days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a9(1)(a); (4) the Underwriters receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Underwriters and their counsel acting reasonably, addressed to the Underwriters and their counsel, from local counsel to the Corporation, as to mining title matters with respect to each of the Material Resource Properties; (5) the Underwriters receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Underwriters and their counsel, addressed to the Underwriters and their counsel, from local counsel to the Corporation, stating that each of the Material Subsidiaries has been duly created and is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, and that the Corporation or a Material Subsidiary owns all of the issued and outstanding share capital of such corporations, except as set out in Schedule A; (6) at the Time of Closing, there having been no material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation on a consolidated basis since the date hereof; (k7) at the Time of Closing, CIBC Mellon Trust Company, at is principal office in Vancouver, having been duly appointed as the transfer agent and registrar for the Common Shares; (8) the Agency Agreement having been executed by the Corporation and the Agents; (9) the Underwriters receiving Corporation delivering a lock-up agreement from each of the officers, directors and principal shareholders certificate signed on behalf of the Corporation as set out in Section 8(y) herein; and (l) by the Chief Executive Officer of the Corporation or the Chief Financial Officer of the Corporation, addressed to the Underwriters receiving such other documents or opinions as and dated the Underwriters may reasonably requestClosing Date, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each Underwriters and their counsel acting reasonably; provided , certifying for and on behalf of the Corporation and not in their personal capacities that, Beacon will provide written notice to the actual knowledge of any the persons signing such request for documents certificate, after having made due inquiry: (a) the Corporation has complied in all material respects with all covenants and opinions not explicitly contemplated by satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at least three Business Days or prior to the Time of Closing on the Closing Date; (b) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Common Shares or any of the Corporation’s issued securities has been issued and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened; (c) no order suspending the effectiveness of the U.S. Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or, to the knowledge of such officers, threatened by the SEC and any additional information requested on the part of the SEC shall have been complied with to the reasonable satisfaction of the Underwriters; (d) the Corporation is a “reporting issuer” or its equivalent under the securities laws of each of the Qualifying Provinces and eligible to use the POP System and no material change relating to the Corporation on a consolidated basis has occurred since the date hereof with respect to which the requisite material change report has not been filed and no such disclosure has been made on a confidential basis that remains subject to confidentiality; and (e) all of the representations and warranties made by the Corporation in this Agreement are true and correct as of the Time of Closing with the same force and effect as if made at and as of the Time of Closing after giving effect to the transactions contemplated hereby; and (10) the Underwriters receiving at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation as are consistent with the transactions contemplated herein and provided that no less than 48 hours notice thereof is given prior to the Time of Closing.

Conditions of the Offering. The Underwriters’ ' obligations under this Agreement to purchase the Units are conditional upon and subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditionsto: (a1) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the Underwriters, in a form acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the Offering Documents, as applicable, and the distribution of the Units without restriction; (c) the Corporation delivering to the Underwriters, Underwriters receiving at the Time of Closing Time, a certificate favourable legal opinions dated the Closing Date Date, addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon), in a form satisfactory to Beacon, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: their counsel from (i) the Corporation has complied in all material respects (except where already qualified by materialityField LLP, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has been issued and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation and counsel to the Underwriters as to the qualification of the Common Shares for sale to the public and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact, fact on certificates of officers, of public officials and exchange of Exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matterseffect set forth below: (ia) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws having been amalgamated and the regulations thereunder; (ii) that the Corporation is a company incorporated existing under the laws of Canada and has Canada; (b) the Corporation having the corporate capacity and power and capacity to own or and lease its properties and assets, carry on assets and to conduct its business as it is currently conducted, described in the Final Prospectus and to execute, execute and deliver this Agreement and perform its obligations under this Agreement, to carry out the Warrant Indenture and the Compensation Option Certificatestransactions contemplated hereby; (iiic) as to the authorized share capital of the CorporationCorporation being as described in the Final Prospectus; (ivd) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has having been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture Agreement and the Compensation Option Certificates Agency Agreement and the performance of the Corporation’s its obligations hereunder and thereunder and this Agreement, the Warrant Indenture Agreement and the Compensation Option Certificates Agency Agreement have each been duly authorized, executed and delivered by the Corporation, Corporation and each agreement constitutes a legal, valid and binding agreement of the Corporationobligation of, and is enforceable against against, the Corporation in accordance with the its terms thereof, (subject to customary limitations on enforceability; (vibankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution) and the execution and delivery by the Corporation of this Agreement and the Agency Agreement, the Warrant Indenture fulfilment of the terms hereof and thereof by the Corporation, and the Compensation Option Certificates issue, sale and delivery on the Closing Date of the Common Shares to the Underwriters and the performance of Agents as contemplated herein and in the Corporation’s obligations hereunder and thereunder Agency Agreement do not and will not constitute or result in a breach of or a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of or default underof, and do not and will not conflict with: (A) , any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (viie) that all necessary forms have been filed with the CSE to effect the issuance and listing sale of the Unit Shares, the Warrant Common Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that have been authorized by all necessary corporate action has been taken by on the Corporation to authorize the issuance part of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (xf) that upon all documents required to be filed by the payment Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having been filed and taken in order to qualify the distribution (or distribution to the public, as the case may be) of the Offering Price therefor, the Unit Common Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions Provinces through persons who are investment dealers or brokers registered under the applicable Canadian Securities Laws and laws thereof who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documentsthereof; (g) the Underwriters receiving at the Closing Time Common Shares having been conditionally approved for listing on the Closing Date, legal opinions TSX subject only to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time documentary filing requirements of the Corporation’s initial public offeringsuch exchange; (h) the Underwriters receiving at the Closing Time a certificate, dated as attributes and characteristics of the Closing Date, signed by an officer Common Shares being accurately summarized in all material respects under the heading "Description of Securities" in the Corporation, in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to:Final Prospectus; (i) the constating documents Common Shares, when issued by the Corporation, having been validly issued by the Corporation and articles being fully-paid and non-assessable shares in the capital of the Corporation; (iij) the resolutions Common Shares being, at the Time of the board of directors of the Corporation relevant Closing, eligible for investment pursuant to the issue and sale of statutes set forth under the Units and heading "Eligibility for Investment" in the authorization of Final Prospectus; (k) as to certain Canadian federal income tax matters, as described in the other agreements and transactions contemplated hereinFinal Prospectus under the heading "Eligibility for Investment"; and (iiil) during the incumbency and signatures of signing officers course of the Corporation's preparation of the Final Prospectus and its participation in conferences with officers and other representatives of the Corporation, the Corporation's independent public accountants, the Agents and the Underwriters and their counsel, during which the contents of the Final Prospectus were discussed, and while it has not independently verified and is not passing upon the accuracy, completeness or fairness of the statements made in the Final Prospectus except as explicitly set forth in paragraphs (j) and (k) hereof, no facts have come to its attention that lead it to believe that the Final Prospectus contained any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (other than the financial statements and notes thereto and related schedules therein or other financial data derived from accounting records and other statistical, ore reserve and resource and geological information, as to which such counsel is not expressing an opinion); or that the Final Prospectus, as of its date, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than the financial statements and notes thereto and related schedules therein or other financial data derived from accounting records and other statistical, ore reserve and resources and geological information, as to which such counsel is not expressing an opinion); and (ii) from Xxxxx Xxxxxx & Xxxxxx LLP, the Corporation's U.S. counsel, as to those matters set forth in Schedule B to the Agency Agreement, in each case addressed to the Underwriters, dated the Closing Date, and in form and substance satisfactory to the Underwriters and their counsel; (i2) the Unit Shares, Underwriters having received the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant comfort letter referred to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSEin Section 9(1)(a); (j3) the Underwriters receiving at having received a comfort letter, dated the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the CorporationDate, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days business days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a9(1)(a); (4) the Underwriters receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Underwriters and their counsel, addressed to the Underwriters and their counsel, from local counsel to the Corporation, as to mining title matters with respect to each of the Material Resource Properties; (5) the Underwriters receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Underwriters and their counsel, addressed to the Underwriters and their counsel, from local counsel to the Corporation, stating that each of Caystar Holdings, Bogoso Holdings, Bogoso Gold Limited, Wasford Holdings, JCI (Ghana) Limited and Wexford Goldfields Limited has been duly created and is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, and that the Corporation or a Material Subsidiary owns all of the issued and outstanding share capital of such corporations, except as set out in Schedule A; (6) at the Time of Closing, there having been no material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation on a consolidated basis since the date hereof; (k7) at the Time of Closing, CIBC Mellon Trust Company, at is principal office in Vancouver, having been duly appointed as the transfer agent and registrar for the Common Shares; (8) the Agency Agreement having been executed by the Corporation and the Agents, and none of the Agents shall have relied upon any rights of termination in the Agency Agreement to terminate the offering of the Common Shares in the United States, and all conditions to the Agents' obligations thereunder having been satisfied or waived by the Agents; (9) the Underwriters receiving Corporation delivering a lock-up agreement from each of the officers, directors and principal shareholders certificate signed on behalf of the Corporation as set out in Section 8(y) herein; and (l) by the Chief Executive Officer of the Corporation and the Chief Financial Officer of the Corporation, addressed to the Underwriters receiving such other documents or opinions as and dated the Underwriters may reasonably requestClosing Date, in each case in a form customary for transactions of this nature and all in a form satisfactory to the UnderwritersUnderwriters and their counsel, each acting reasonably; provided certifying for and on behalf of the Corporation and not in their personal capacities that, Beacon will provide written notice to the actual knowledge of any the persons signing such request for documents certificate, after having made due inquiry: (a) the Corporation has complied in all respects with all covenants and opinions not explicitly contemplated by satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at least three Business Days or prior to the Time of Closing on the Closing Date; (b) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Common Shares or any of the Corporation's issued securities has been issued and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened; (c) no order suspending the effectiveness of the U.S. Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or, to the knowledge of such officers, threatened by the SEC and any additional information requested on the part of the SEC shall have been complied with to the reasonable satisfaction of the Underwriters; and (d) the Corporation is a "reporting issuer" or its equivalent under the securities laws of each of the Qualifying Provinces and eligible to use the POP System and no material change relating to the Corporation on a consolidated basis has occurred since the date hereof with respect to which the requisite material change report has not been filed and no such disclosure has been made on a confidential basis that remains subject to confidentiality; and (e) all of the representations and warranties made by the Corporation in this Agreement are true and correct as of the Time of Closing with the same force and effect as if made at and as of the Time of Closing after giving effect to the transactions contemplated hereby; and (10) the Underwriters receiving at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation as are consistent with the transactions contemplated herein.

Conditions of the Offering. The Underwriters’ obligations under this Agreement to purchase the Units are conditional upon and subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditionsto: (a1) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the Underwriters, in a form acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the Offering Documents, as applicable, and the distribution of the Units without restriction; (c) the Corporation delivering to the Underwriters, Underwriters receiving at the Time of Closing Time, a certificate favourable legal opinions dated the Closing Date Date, addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon), in a form satisfactory to Beacon, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: their counsel from (i) the Corporation has complied in all material respects (except where already qualified by materialityField LLP, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has been issued and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation and counsel to the Underwriters as to the qualification of the Common Shares for sale to the public and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact, fact on certificates of officers, of public officials and exchange of Exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matterseffect set forth below: (ia) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws having been amalgamated and the regulations thereunder; (ii) that the Corporation is a company incorporated existing under the laws of Canada and has Canada; (b) the Corporation having the corporate capacity and power and capacity to own or and lease its properties and assets, carry on assets and to conduct its business as it is currently conducted, described in the Final Prospectus and to execute, execute and deliver this Agreement and perform its obligations under this Agreement, to carry out the Warrant Indenture and the Compensation Option Certificatestransactions contemplated hereby; (iiic) as to the authorized and issued share capital of the CorporationCorporation being as described in the Final Prospectus; (ivd) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has having been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture Agreement and the Compensation Option Certificates Agency Agreement and the performance of the Corporation’s its obligations hereunder and thereunder and this Agreement, the Warrant Indenture Agreement and the Compensation Option Certificates Agency Agreement have each been duly authorized, executed and delivered by the Corporation, Corporation and each agreement constitutes a legal, valid and binding agreement of the Corporationobligation of, and is enforceable against against, the Corporation in accordance with the its terms thereof, (subject to customary limitations on enforceability; (vibankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution) and the execution and delivery by the Corporation of this Agreement and the Agency Agreement, the Warrant Indenture fulfilment of the terms hereof and thereof by the Corporation, and the Compensation Option Certificates issue, sale and delivery on the Closing Date of the Common Shares to the Underwriters and the performance of Agents as contemplated herein and in the Corporation’s obligations hereunder and thereunder Agency Agreement do not and will not constitute or result in a breach of or a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of or default underof, and do not and will not conflict with: (A) , any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (viie) that all necessary forms have been filed with the CSE to effect Option and the issuance and listing sale of the Unit Shares, the Warrant Common Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that have been authorized by all necessary corporate action has been taken by on the Corporation to authorize the issuance part of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (xf) that upon all documents required to be filed by the payment Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having been filed and taken in order to qualify the distribution (or distribution to the public, as the case may be) of the Offering Price therefor, the Unit Common Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions Provinces through persons who are investment dealers or brokers registered under the applicable Canadian Securities Laws and laws thereof who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documentsthereof; (g) the Underwriters receiving at the Closing Time Common Shares having been conditionally approved for listing on the Closing Date, legal opinions TSX subject only to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time documentary filing requirements of the Corporation’s initial public offeringsuch exchange; (h) the Underwriters receiving at the Closing Time a certificate, dated as attributes and characteristics of the Closing Date, signed by an officer Common Shares being accurately summarized in all material respects under the heading “Description of Securities” in the Corporation, in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to:Final Prospectus; (i) the constating documents Common Shares, when issued by the Corporation, having been validly issued by the Corporation and articles being fully-paid and non-assessable shares in the capital of the Corporation; (iij) the resolutions Common Shares being, at the Time of the board of directors of the Corporation relevant Closing, eligible for investment pursuant to the issue and sale of statutes set forth under the Units and heading “Eligibility for Investment” in the authorization of Final Prospectus; (k) as to certain Canadian federal income tax matters, as described in the other agreements and transactions contemplated hereinFinal Prospectus under the heading “Eligibility for Investment”; and (iiil) a “10b-5” opinion to the incumbency and signatures of signing officers effect that during the course of the Corporation’s preparation of the Final Prospectus and its participation in conferences with officers and other representatives of the Corporation, the Corporation’s independent public accountants, the Agents and the Underwriters and their counsel, during which the contents of the Final Prospectus were discussed, and while it has not independently verified and is not passing upon the accuracy, completeness or fairness of the statements made in the Final Prospectus except as explicitly set forth in paragraphs (j) and (k) hereof, no facts have come to its attention that lead it to believe that the Final Prospectus contained any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (other than the financial statements and notes thereto and related schedules therein or other financial data derived from accounting records and other statistical, ore reserve and resource and geological information, as to which such counsel is not expressing an opinion); or that the Final Prospectus, as of its date, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than the financial statements and notes thereto and related schedules therein or other financial data derived from accounting records and other statistical, ore reserve and resources and geological information, as to which such counsel is not expressing an opinion); and (ii) from Xxxxx Xxxxxx & Xxxxxx LLP, the Corporation’s U.S. counsel, as to those matters set forth in Schedule B to the Agency Agreement, in each case addressed to the Underwriters, dated the Closing Date, and in form and substance satisfactory to the Underwriters and their counsel; (i2) the Unit Shares, Underwriters having received the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant comfort letter referred to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSEin Section 9(1)(a); (j3) the Underwriters receiving at having received a comfort letter, dated the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the CorporationDate, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days business days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a9(1)(a); (4) the Underwriters receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Underwriters and their counsel, addressed to the Underwriters and their counsel, from local counsel to the Corporation, as to mining title matters with respect to each of the Material Resource Properties; (5) the Underwriters receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Underwriters and their counsel, addressed to the Underwriters and their counsel, from local counsel to the Corporation, stating that each of Caystar Holdings, Bogoso Holdings, Bogoso Gold Limited, Wasford Holdings, JCI (Ghana) Limited and Wexford Goldfields Limited has been duly created and is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, and that the Corporation or a Material Subsidiary owns all of the issued and outstanding share capital of such corporations, except as set out in Schedule A; (6) at the Time of Closing, there having been no material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation on a consolidated basis since the date hereof; (k7) at the Time of Closing, CIBC Mellon Trust Company, at is principal office in Vancouver, having been duly appointed as the transfer agent and registrar for the Common Shares; (8) the Agency Agreement having been executed by the Corporation and the Agents, and none of the Agents shall have relied upon any rights of termination in the Agency Agreement to terminate the offering of the Common Shares in the United States, and all conditions to the Agents’ obligations thereunder having been satisfied or waived by the Agents; (9) the Underwriters receiving Corporation delivering a lock-up agreement from each of the officers, directors and principal shareholders certificate signed on behalf of the Corporation as set out in Section 8(y) herein; and (l) by the Chief Executive Officer of the Corporation and the Chief Financial Officer of the Corporation, addressed to the Underwriters receiving such other documents or opinions as and dated the Underwriters may reasonably requestClosing Date, in each case in a form customary for transactions of this nature and all in a form satisfactory to the UnderwritersUnderwriters and their counsel, each acting reasonably; provided certifying for and on behalf of the Corporation and not in their personal capacities that, Beacon will provide written notice to the actual knowledge of any the persons signing such request for documents certificate, after having made due inquiry: (a) the Corporation has complied in all respects with all covenants and opinions not explicitly contemplated by satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at least three Business Days or prior to the Time of Closing on the Closing Date; (b) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Common Shares or any of the Corporation’s issued securities has been issued and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened; (c) no order suspending the effectiveness of the U.S. Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or, to the knowledge of such officers, threatened by the SEC and any additional information requested on the part of the SEC shall have been complied with to the reasonable satisfaction of the Underwriters; (d) the Corporation is a “reporting issuer” or its equivalent under the securities laws of each of the Qualifying Provinces and eligible to use the POP System and no material change relating to the Corporation on a consolidated basis has occurred since the date hereof with respect to which the requisite material change report has not been filed and no such disclosure has been made on a confidential basis that remains subject to confidentiality; and (e) all of the representations and warranties made by the Corporation in this Agreement are true and correct as of the Time of Closing with the same force and effect as if made at and as of the Time of Closing after giving effect to the transactions contemplated hereby; and (10) the Underwriters receiving at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation as are consistent with the transactions contemplated herein.

Conditions of the Offering. The Underwriters’ obligations under this Agreement to purchase the Units are conditional upon and subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditionsto: (a1) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the Underwriters, in a form acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the Offering Documents, as applicable, and the distribution of the Units without restriction; (c) the Corporation delivering to the Underwriters, Underwriters receiving at the applicable Time of Closing Time, a certificate favourable legal opinions dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon), in a form satisfactory to Beacon, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, thattheir counsel from: (i) the Corporation has complied in all material respects (except where already qualified by materialityFasken Xxxxxxxxx XxXxxxxx LLP, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has been issued and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of counsel to the Corporation (who may relyprovide, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation and counsel to the Underwriters as to the qualification of the Offered Securities for sale to the public and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice law and may rely, to the extent appropriate in the circumstances, as to matters of fact, fact on certificates of officers, of public officials and exchange of Exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matterseffect set forth below: (ia) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws having been amalgamated and the regulations thereunder; (ii) that the Corporation is a company incorporated existing under the laws of Canada and has Canada; (b) the Corporation having the corporate capacity and power and capacity to own or and lease its properties and assets, carry on assets and to conduct its business as it is currently conducted, described in the Canadian Prospectus and to execute, execute and deliver this Agreement and perform its obligations under this Agreement, to carry out the Warrant Indenture and the Compensation Option Certificatestransactions contemplated hereby; (iiic) as to the authorized share capital number of the Corporationoutstanding Common Shares; (ivd) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has having been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates Agreement and the performance of the Corporation’s its obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Certificates have each Agreement has been duly authorized, executed and delivered by the Corporation, Corporation and each constitutes this Agreement constituting a legal, valid and binding agreement of the Corporationobligation of, and is enforceable against against, the Corporation in accordance with the its terms thereof, (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution, and other customary limitations on enforceability; (viqualifications) and the execution and delivery by the Corporation of this Agreement, the Warrant Indenture fulfilment of the terms hereof by the Corporation, and the Compensation Option Certificates issue, sale and delivery on the Closing Date of the Offered Shares (and the performance of Over-Allotment Shares on the Corporation’s obligations hereunder and thereunder Option Closing, to the extent the Option is exercised) to the Underwriters as contemplated herein do not and will not constitute or result in a breach of or a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (viie) that all necessary forms the Option and issuance and sale of the Offered Securities have been filed with the CSE to effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that authorized by all necessary corporate action has been taken by on the Corporation to authorize the issuance part of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (xf) that upon all documents required to be filed by the payment Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having been filed and taken in order to qualify the distribution (or distribution to the public, as the case may be) of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority Offered Securities in each of the Qualifying Jurisdictions have been obtained by Provinces through investment dealers duly registered in the Corporation to qualify appropriate category under the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and laws thereof who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documentsthereof; (g) the Underwriters receiving at the Closing Time Offered Securities having been conditionally approved for listing on the Closing Date, legal opinions TSX subject only to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time documentary filing requirements of the Corporation’s initial public offeringTSX; (h) the Underwriters receiving at the Closing Time a certificate, dated as attributes and characteristics of the Closing Date, signed by an officer Offered Securities being accurately summarized in all material respects under the heading “Description of Share Capital” in the Corporation, in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the CorporationCanadian Prospectus; (i) the Unit Offered Shares, upon payment of the Warrant purchase price for the Offered Shares having been validly issued by the Corporation and being fully-paid and non-assessable shares in the capital of the Corporation; and (issuable ii) the Over-Allotment Shares upon the exercise of the Warrants) Option and the Compensation Shares (issuable upon the exercise payment of the Compensation Options) purchase price for the Over-Allotment Shares, having been validly issued pursuant to by the Offering Corporation and being approved for listing on fully-paid and non-assessable shares in the CSE, subject only to the standard listing conditions capital of the CSE;Corporation; and (j) as to certain Canadian federal income tax matters, as described in the Underwriters receiving at Canadian Final Prospectus under the heading “Eligibility for Investment”. and (ii) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, the Corporation’s U.S. counsel, as to those matters set forth below, in each case addressed to the Underwriters, dated the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the CorporationDate, and in form and substance satisfactory to the Underwriters, Underwriters and their counsel acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereof; (k) The Registration Statement was declared effective under the Underwriters receiving a lock-up agreement from each U.S. Securities Act as of December 18, 2014, and the Commission’s website indicates that no stop order suspending the effectiveness of the officers, directors and principal shareholders of the Corporation as set out in Section 8(y) herein; andRegistration Statement has been issued; (l) assuming compliance of the Underwriters receiving such other documents Canadian Prospectus, including the Documents Incorporated by Reference, with the requirements of Ontario securities laws, as interpreted and applied by the Ontario Securities Commission and that the exhibits to the Registration Statement include all reports or opinions information that in accordance with the requirements of Ontario securities laws, as interpreted and applied by the Underwriters may reasonably requestOntario Securities Commission, must be made publicly available in connection with the Offering, the Registration Statement and the U.S. Prospectus, as of their respective effective or issue times, appear on their face to be appropriately responsive in all material respects to the requirements of the U.S. Securities Act and the rules and regulations thereunder (in each case in a form customary except for transactions the financial statements, financial statement schedules and other financial, accounting or statistical data included or incorporated by reference therein or omitted therefrom or from those documents incorporated by reference, and the information derived from the reports of, or prepared under the supervision of this nature and all in a form satisfactory to the Underwritersor reviewed by (as stated therein), each acting reasonably; provided that, Beacon will provide written notice of any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days prior to the Closing DateXx.

Conditions of the Offering. ‌ The Underwriters’ obligations under this Agreement obligation of the Purchasers to purchase the Units are Special Warrants at the Closing Time shall be subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditions: (a) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the UnderwritersAgents, in a form acceptable to the UnderwritersAgents, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors and shareholders of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, each of the Warrant Indenture and the Compensation Option Certificates and the Offering Transaction Documents, as applicable, and the distribution of the Special Warrants, the issuance of the Unit Shares and Warrants comprising the Units without restrictionissuable upon exercise of the Special Warrants, the issuance of the Warrant Shares issuable upon exercise of the Warrants, the issuance of the Agents Compensation Options, the issuance of the Agents’ Commission Shares and Agents’ Commission Warrants comprising the Compensation Units and the issuance of the Agents’ Commission Warrant Shares on exercise of the Agents’ Commission Warrant; (cb) the Corporation delivering to the UnderwritersAgents, at the Closing Time, a certificate dated the Closing Date addressed to the Underwriters Agents and signed by the Chief Executive Officer and the Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon)Corporation, in a form satisfactory to Beaconthe Agents, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Materialenquiries, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, Time with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreementsuch date; (iii) the Final Receipt has been issued and no ordersince December 31, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or2021, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: (A) there has been no material adverse change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and; (viv) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus Disclosure Record misleading or untrue in any material respect or which would result in a misrepresentation in the ProspectusDisclosure Record or which would result in the Disclosure Record not complying with applicable Canadian Securities Laws or U.S. Securities Laws; and (v) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting or suspending the offering, issue or sale of the Special Warrants or any of the Corporation’s issued securities, having been issued, and no proceeding for such purpose being, to the knowledge of such officers, pending or threatened; (dc) the Underwriters Agents receiving, at the Closing Time, Time a legal opinion dated the Closing Date, to be addressed to the UnderwritersAgents, in form and substance acceptable to the Underwriters Agents acting reasonably, of Xxxxx, Xxxxxxx & Xxxxxxx LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Underwriters Agents and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters:. (i) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws and the regulations thereunder; (ii) that the Corporation is a company incorporated under the laws of Canada and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option Certificates; (iii) as to the authorized share capital of the Corporation; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Certificates have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations on enforceability; (vid) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (x) that upon the payment of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters Agents receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the UnderwritersAgents, in form and substance acceptable to the Underwriters, acting reasonablyAgents, of X.X. Xxxxx & Co., United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Agents and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the effect following matters: (i) as to the incorporation and valid existence of the Corporation; (ii) as to the incorporation and subsistence of each Subsidiary; (iii) that the Corporation has all necessary corporate power to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under the Transaction Documents, and to issue and sell the Special Warrants, the Unit Shares and Warrants comprising the Units issuable upon exercise of the Special Warrants, the Warrant Shares issuable upon exercise of the Warrants, the Agents Compensation Options, the Agents’ Commission Shares and Agents’ Commission Warrants comprising the Compensation Units issuable on exercise of the Agents Compensation Options and the Agents’ Commission Warrant Shares on exercise of the Agents’ Commission Warrants, as applicable; (iv) the execution and delivery by the Corporation of the Transaction Documents and the performance by it of its obligations thereunder and the issuance of the Special Warrants, the Unit Shares and Warrants comprising the Units issuable upon exercise of the Special Warrants, the issuance of the Warrant Shares issuable upon exercise of the Warrants, the issuance of the Agents Compensation Options, the issuance of the Agents’ Commission Shares and Agents’ Commission Warrants comprising the Compensation Units issuable on exercise of the Agents Compensation Options and the issuance of the Agents’ Commission Warrant Shares on exercise of the Agents’ Commission Warrants, as applicable, have been duly authorized by all necessary corporate action on the Corporation's part; (v) the Corporation has duly executed and delivered each of the Transaction Documents; (vi) the execution and delivery by the Corporation of each of the Transaction Documents and the performance by it of its obligations hereunder and thereunder and the issuance and sale of the Special Warrants, the Unit Shares and Warrants comprising the Units issuable upon exercise of the Special Warrants, the Warrant Shares issuable upon exercise of the Warrants, the Agents Compensation Options, the Agents’ Commission Shares and Agents’ Commission Warrants comprising the Compensation Units issuable on exercise of the Agents Compensation Options and the Agents’ Commission Warrant Shares on exercise of the Agents’ Commission Warrants, as applicable, does not conflict with or result in a breach or violation of any of the terms of provisions of, or constitute a default under: (A) the constating documents of the Corporation; and (B) any Laws applicable to the Corporation in the United States; (vii) that the Special Warrants and the Agents Compensation Options have been validly created and issued by the Corporation; (viii) that the issuance of the Unit Shares and Warrants comprising the Units issuable upon exercise of the Special Warrants has been duly authorized by all necessary corporate action on the part of the Corporation and when issued in accordance with the terms of the Special Warrants, the Unit Shares and the Warrants will be validly created and issued by the Corporation; (ix) that the issuance of the Unit Shares has been duly authorized by all necessary corporate action on the part of the Corporation and, when issued in accordance with the terms of the Special Warrants, the Unit Shares will be validly issued as fully paid and non-assessable Common Shares; (x) that the issuance of the Warrant Shares has been duly authorized by all necessary corporate action on the part of the Corporation and, when issued in accordance with the terms of the Warrants, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (xi) that the issuance of the Agents’ Commission Shares issuable upon exercises of the Agents Compensation Options has been duly authorized by all necessary corporate action on the part of the Corporation and, when issued in accordance with the terms of the Agents Compensation Options, the Agents’ Commission Shares will be validly issued as fully paid and non-assessable Common Shares; (xii) the issuance of the Agents’ Commission Warrants issuable on exercise of the Agents Compensation Options has been duly authorized by all necessary corporation action on the part of the Corporation and, when issued in accordance with terms of the Agents Compensation Options, the Agents’ Commission Warrants will be validly created and issued by the Corporation; (xiii) that the issuance of the Agents’ Commission Warrant Shares has been duly authorized by all necessary corporate action on the part of the Corporation and, when issued in accordance with the terms of the Agents’ Commission Warrants, the Agents’ Commission Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; (xiv) that the form and terms of the Special Warrant Certificates, the Agents Compensation Option Certificates, the Warrant Certificates, and the certificates representing the Unit Shares, Underlying Shares and Agents’ Commission Warrants have been approved and adopted by the directors of the Corporation; and (xv) the offer and sale of the Units in Offered Securities and the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons Compensation Securities is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” heretothis Agreement; it being understood that such counsel need not express its opinion with respect to any resale of the UnitsOffered Securities and the Compensation Securities; (fe) the Underwriters Agents receiving at the Closing Time on the Closing DateTime, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documents; (g) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters receiving at the Closing Time a certificate, dated as signed by the Chief Executive Officer and the Chief Financial Officer of the Closing Date, signed by an officer of Corporation (or such other officers as the CorporationAgents may agree to), in a form satisfactory to the Co-Lead UnderwritersAgents, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Special Warrants, the Unit Shares and Warrants issuable upon exercise of the Special Warrants, the Warrant Shares issuable upon exercise of the Warrants, the Agents Compensation Options, the Agents’ Commission Shares and Agents’ Commission Warrants comprising the Compensation Units issuable upon exercise of the Agents Compensation Options, and the Agents’ Commission Warrant Shares issuable on exercise of the Agents’ Commission Warrants issuable thereunder and the authorization of the other agreements Transaction Documents and transactions contemplated hereinherein and therein; and (iii) the incumbency and signatures of signing officers of the Corporation; (if) the Unit Shares, Agents shall have received a certificate of status (or the Warrant Shares (issuable upon the exercise of the Warrantsequivalent) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant with respect to the Offering being approved for listing on jurisdiction in which the CSECorporation and each Subsidiary is incorporated, subject only to amalgamated or continued, as the standard listing conditions of the CSEcase may be; (jg) the Underwriters receiving at Agents shall have received the Closing Time on Special Warrant Certificates and the Closing Date comfort letters dated as of the Closing Date from the auditors of the Corporation, Agents Compensation Options Certificates in form and substance satisfactory to the UnderwritersAgents, acting reasonably; (h) all consents, bringing forward to a date not more than two Business Days prior approval, permits, authorizations or filings as may be required under Canadian Securities Laws or U.S. Securities Laws necessary for the Offering and the transactions contemplated by this Agreement, shall have been obtained or made, as applicable; (i) each of the Transaction Documents shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Closing Date Agents, acting reasonably; (j) the information contained in the comfort letter referred Agents not having previously terminated their obligations pursuant to in Section 9(a) hereof10 of this Agreement; (k) prior to the Underwriters receiving a lock-up agreement from Closing Time, the Corporation shall use reasonable efforts to cause each of the officers, directors and principal 10% shareholders (on a non-diluted basis) of the Corporation as set out to enter into an undertaking in Section 8(yfavour of the Agents (the “Lock-Up Agreements”) herein; andpursuant to which such person shall agree not to, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation for a period of 120 days after the final Closing Date (which shall be reduced to 90 days upon the Qualification Event), without the prior written consent of the Lead Agent, on behalf of the Agents, (such consent not to be unreasonably withheld or delayed); (l) the Underwriters receiving Agents shall have completed, to their satisfaction, their due diligence review of the Corporation and its Subsidiaries and each of their respective businesses, operations and financial condition; and (m) the Agents shall have received at the Closing Time such further certificates, opinions of counsel and other documents documentation from the Corporation contemplated herein, provided, however, that the Agents or opinions as the Underwriters may reasonably request, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each acting reasonably; provided that, Beacon will provide written notice of their counsel shall request any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days certificate or document within a reasonable period prior to the Closing DateTime that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

Conditions of the Offering. The Underwriters’ following are conditions precedent to the obligations under this Agreement of the Agents to complete the closing of the Offering and of the Purchasers to purchase the Units are subject to Offered Shares at the representations and warranties of Closing Time on the Closing Date, which conditions the Corporation contained covenants and agrees to use commercially reasonable efforts to fulfil within the time set out herein therefor, and which conditions may be waived in this Agreement being true and correct writing in all material respects (or, whole or in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance part by the Corporation of its obligations under this Agreement and each of the following conditionsAgents: (a) the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Final Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Ontario Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Final Prospectus from each of the Canadian Securities Commissions; (b) receipt of evidence by the UnderwritersAgents, in a form acceptable to the UnderwritersAgents, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors and shareholders of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Agents’ Warrant Indenture and the Compensation Option Certificates and the Offering Documents, as applicable, and the granting of the Over-Allotment Option and the distribution of the Units Offered Shares without restriction; (c) the Corporation delivering to the UnderwritersAgents, at the Closing Time, a certificate dated the Closing Date addressed to the Underwriters Agents and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon)Corporation, in a form satisfactory to Beaconthe Lead Agent, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) receipts have been issued by the Canadian Securities Commissions for the Final Receipt has been issued Prospectus and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: Final Prospectus (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Underwriters and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws and the regulations thereunder; (ii) that the Corporation is a company incorporated under the laws of Canada and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option Certificates; (iii) as to the authorized share capital of the Corporation; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Certificates have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations on enforceability; (vi) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (x) that upon the payment of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documents; (g) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters receiving at the Closing Time a certificate, dated as of the Closing Date, signed by an officer of the Corporation, in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (i) the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSE; (j) the Underwriters receiving at the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereof; (k) the Underwriters receiving a lock-up agreement from each of the officers, directors and principal shareholders of the Corporation as set out in Section 8(y) herein; and (l) the Underwriters receiving such other documents or opinions as the Underwriters may reasonably request, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each acting reasonably; provided that, Beacon will provide written notice of any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days prior to the Closing Date.

Conditions of the Offering. The Canadian Underwriters’ ' obligations under this Agreement to purchase are conditional upon and subject to: (1) the Units are subject Canadian Underwriters receiving at the Time of Closing favourable legal opinions dated the Closing Date, addressed to the representations Canadian Underwriters and warranties their counsel from Field Atkinson Perraton LLP, Canadian counsel to the Corporation (xxx xxx rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation and counsel to the Canadian Underwriters as to the qualification of the Corporation contained Securities for sale to the public and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in this Agreement being true which they are qualified to practice and correct in all material respects (ormay rely, to the extent appropriate in the case circumstances, as to matters of any representation fact on certificates of officers, of public officials and of Exchange officials or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as auditors or transfer agent of the Closing TimeCorporation), to the performance by the Corporation of its obligations under this Agreement and each of the following conditionseffect set forth below: (a) the Preliminary Prospectus and the Prospectus Corporation having been signed amalgamated and certified on behalf existing under the laws of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities CommissionsCanada; (b) receipt of evidence by the Underwriters, Corporation having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in a form acceptable the Final Prospectus and to execute and deliver this agreement and to carry out the Underwriters, acting reasonably, that all actions required to be taken by or on behalf transactions contemplated hereby; (c) the authorized share capital of the Corporation, including Corporation being as described in the passing of Final Prospectus; (d) all requisite resolutions of the directors of the Corporation, necessary corporate action having been taken so as by the Corporation to approve authorize the execution and delivery of this Agreement and the U.S. Agreement and the performance of its obligations hereunder and thereunder and this Agreement and the U.S. Agreement have been duly executed and delivered by the Corporation and each agreement constitutes a legal, valid and binding obligation of, and is enforceable against, the Corporation in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution) and the execution and delivery by the Corporation of this Agreement and the U.S. Agreement, the fulfilment of the terms hereof and thereof by the Corporation, and the issue, sale and delivery on the Closing Date of the Securities and the Underwriters' Warrants to the Canadian Underwriters and the U.S. Agents as contemplated herein and in the U.S. Agreement do not constitute or result in a breach of or a default under, and do not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of, and will not conflict with, any of the terms, conditions or provisions of the articles or by-laws of the Corporation; (e) all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of the Warrant Indenture and the Compensation Option Certificates performance of the its obligations thereunder and that the Warrant Indenture has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of, and is enforceable against, the Corporation in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the Offering Documentsqualification that no opinion need be expressed as to rights to indemnity, as applicablecontribution and waiver of contribution); (f) the issuance and sale of the Common Shares comprised in the Securities, the creation, issuance and sale of the Warrants comprised in the Securities, and the distribution creation and issuance of the Units without restrictionUnderwriters' Warrants have been authorized by all necessary action on the part of the Corporation; (cg) all documents required to be filed by the Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having been filed and taken in order to qualify the distribution (or distribution to the public, as the case may be) of the Securities in each of the Qualifying Provinces through investment dealers or brokers registered under the applicable laws thereof who have complied with the relevant provisions thereof; (h) all legal requirements will have been fulfilled by the Corporation under applicable Canadian Securities Laws so that the issuance of the Common Shares on exercise of Warrants and the Underwriters' Warrants (the "UNDERLYING COMMON SHARES") will be exempt from the prospectus requirements of the applicable Canadian Securities Laws, and such Underlying Common Shares will not be subject to any statutory hold period, and no other documents will be required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws to permit the trading in the Qualifying Provinces of the Underlying Common Shares, through registrants registered under applicable Canadian Securities Laws or in circumstances in which there is an exemption from the registration requirements of such applicable laws, subject to usual exceptions; (i) the Securities and the Underlying Common Shares having been conditionally approved for listing on the TSX subject only to compliance with the documentary filing requirements of such exchange; (j) the attributes and characteristics of the Securities being accurately summarized in all material respects under the heading "Details of the Offering" in the Final Prospectus; (k) the Common Shares and the Underlying Common Shares, when and if issued by the Corporation, having been validly issued by the Corporation and being fully-paid and non-assessable shares in the capital of the Corporation; (l) the Securities being, at the Time of Closing, eligible for investment pursuant to the statutes set forth under the heading "Eligibility for Investment" in the Final Prospectus; (m) as to certain Canadian federal income tax matters, as described in the Final Prospectus under the heading "Eligibility for Investment"; and (n) during the course of the Corporation's preparation of the Final Prospectus and its participation in conferences with officers and other representatives of the Corporation, the Corporation's independent public accountants, the U.S. Agents and the Canadian Underwriters and their counsel, during which the contents of the Final Prospectus were discussed, and while it has not independently verified and is not passing upon the accuracy, completeness or fairness of the statements made in the Final Prospectus except as explicitly set forth in paragraphs (l) and (m) hereof, no facts have come to its attention that lead it to believe that the Final Prospectus (other than the financial statements, financial and related statistical data and supporting schedules as to which it makes no statement), contained any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or that the Final Prospectus, as of its date or as of the Closing Date, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. and Stoel Rives LLP, the Corporation's U.S. counsel as to those matters set forth in Schedule B to the U.S. Agreement, in each case addressed to the Canadian Underwriters and their counsel, dated the Closing Date, and in form and substance satisfactory to the Canadian Underwriters and their counsel; (2) the Canadian Underwriters having received the comfort letter referred to in Section 9(1)(a); (3) the Canadian Underwriters having received a comfort letter, dated the Closing Date, in form and substance satisfactory to the Canadian Underwriters, acting reasonably, bringing forward to a date not more than two business days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(1)(a); (4) the Canadian Underwriters receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Canadian Underwriters and their counsel, addressed to the Canadian Underwriters and their counsel, from local counsel to the Corporation, as to mining title matters with respect to each of the Material Resource Properties (as hereinafter defined); (5) the Canadian Underwriters receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Canadian Underwriters and their counsel, addressed to the Canadian Underwriters and their counsel, from local counsel to the Corporation, stating that each of Caystar Holdings, Bogoso Holdings, Bogoso Gold Limited and Wasford Holdings has been duly created and is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, and that the Corporation or a Material Subsidiary owns all of the issued and outstanding share capital of such corporations, except as set out in Schedule A, in each case addressed to the Canadian Underwriters and their counsel, dated the Closing Date, and in form and substance satisfactory to the Canadian Underwriters and their counsel; (6) at the Time of Closing, there having been no material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation on a consolidated basis since the date hereof; (7) at the Time of Closing, CIBC Mellon Trust Company, at is principal office in Vancouver, having been duly appointed as the transfer agent and registrar for the Common Shares and warrant trustee for the Warrants, and the Warrant Indenture having been executed by the Corporation and CIBC Mellon Trust Company; (8) the U.S. Agreement having been executed by the Corporation and the U.S. Agents, and none of the U.S. Agents shall have relied upon any rights of termination in the U.S. Agreement to terminate the offering of the Securities in the United States, and all conditions to the U.S. Agents' obligations thereunder having been satisfied or waived by the U.S. Agents; (9) the U.S. Registration Statement being declared effective by the SEC; (10) the Corporation delivering to the Underwriters, at the Closing Time, a certificate dated signed on behalf of the Closing Date addressed to the Underwriters and signed Corporation by the Chief Executive Officer of the Corporation and the Chief Financial Officer of the Corporation (or such other officers of Corporation, addressed to the Corporation as are agreed to by Canadian Underwriters and dated the Corporation and Beacon)Closing Date, in a form satisfactory to Beacon, acting reasonablythe Canadian Underwriters and their counsel, certifying for and on behalf of the Corporation and without not in their personal liabilitycapacities that, to the actual knowledge of the persons signing such certificate, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, thatinquiry: (ia) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Time of Closing Timeon the Closing Date; (iib) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has been issued and no order, ruling or determination having the effect of ceasing the trading or suspending trading in any securities of the Corporation or prohibiting the sale of the Common Shares Securities or any other securities of the Corporation Corporation's issued securities has been issued by any Governmental Authority and is continuing in effect and no proceedings proceeding for such purpose have been instituted or are is pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authoritythreatened; (ivc) since the respective dates as Corporation is a "reporting issuer" or its equivalent under the securities laws of which information is given in each of the Prospectus: (A) there has been Qualifying Provinces and eligible to use the POP System and no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material relating to the Corporation on a consolidated basis, other than basis has occurred since the date hereof with respect to be disclosed in which the Prospectus or any Supplementary Material, as the case may berequisite material change report has not been filed and no such disclosure has been made on a confidential basis that remains subject to confidentiality; and (vd) there has been no change all of the representations and warranties made by the Corporation in any material fact (which includes this Agreement are true and correct as of the disclosure Time of any previously undisclosed material fact or a new material fact) contained in Closing with the Prospectus which material fact or change is same force and effect as if made at and as of such a nature as the Time of Closing after giving effect to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectustransactions contemplated hereby; (d11) the Underwriters receivingNational Association of Securities Dealers, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of counsel to the Corporation Inc. (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Underwriters and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), "NASD") has confirmed that it has not raised any objection with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement fairness and reasonableness of the Canadian Securities Laws underwriting terms and the regulations thereunder; (ii) that the Corporation is a company incorporated under the laws of Canada and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option Certificates; (iii) as to the authorized share capital of the Corporation; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Certificates have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations on enforceability; (vi) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant arrangements related to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (x) that upon the payment of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f12) the Canadian Underwriters receiving at the Time of Closing Time on the Closing Datesuch further certificates, legal opinions to be addressed to the Underwriters, in form of counsel and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documents; (g) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, other documentation from the Corporation’s regulatory counsel to Corporation as are consistent with the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters receiving at the Closing Time a certificate, dated as of the Closing Date, signed by an officer of the Corporation, in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (i) the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSE; (j) the Underwriters receiving at the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereof; (k) the Underwriters receiving a lock-up agreement from each of the officers, directors and principal shareholders of the Corporation as set out in Section 8(y) herein; and (l) the Underwriters receiving such other documents or opinions as the Underwriters may reasonably request, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each acting reasonably; provided that, Beacon will provide written notice of any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days prior to the Closing Date.

Conditions of the Offering. The Canadian Underwriters’ ' obligations under this Agreement to purchase the Units agreement are conditional upon and subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditionsto: (a1) the Preliminary Prospectus and Canadian Underwriters receiving at the Prospectus having been signed and certified on behalf Time of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect Closing favourable legal opinions to be delivered to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence Canadian Underwriters by the UnderwritersFraser Milner Casgrain LLP, in a form acceptable Canaxxxx xounsel to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the Offering Documents, as applicable, and the distribution of the Units without restriction; (c) the Corporation delivering to the Underwriters, at the Closing Time, a certificate dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon), in a form satisfactory to Beacon, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has been issued and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation and counsel to the Canadian Underwriters as to the qualification of the Securities for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws and the regulations thereunder; (ii) that the Corporation is a company incorporated under the laws of Canada and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option Certificates; (iii) as to the authorized share capital of the Corporation; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Certificates have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations on enforceability; (vi) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (x) that upon the payment of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, fact on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that set forth below: (a) the offer Corporation having been incorporated and sale existing under the laws of Canada; (b) the Corporation having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Final Prospectus and to execute and deliver this agreement and to carry out the transactions contemplated hereby; (c) the authorized share capital of the Units Corporation being as described in the United StatesFinal Prospectus; (d) all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of this Canadian Underwriting Agreement and the performance of its obligations hereunder and this agreement has been duly executed and delivered by the Corporation and constitutes a legal, or to or for the account or benefit valid and binding obligation of, persons within and is enforceable against, the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made Corporation in accordance with Schedule “A” hereto; it being understood its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that such counsel no opinion need not express its opinion with respect be expressed as to any resale rights to indemnity, contribution and waiver of contribution) and the execution and delivery by the Corporation of this agreement, the fulfilment of the Unitsterms hereof by the Corporation, and the issue, sale and delivery on the Closing Date of the Securities to the Canadian Underwriters as contemplated herein do not constitute or result in a breach of or a default under, and do not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of, and will not conflict with, any of the terms, conditions or provisions of the articles or by-laws of the Corporation; (e) all necessary corporate action having been taken by the Corporation to authorize the execution and delivery of the Warrant Indenture and the performance of the its obligations thereunder has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of, and is enforceable against, the Corporation in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution); (f) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions all documents required to be addressed filed by the Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having been filed and taken in order to qualify the distribution (or distribution to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamationpublic, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) of the issued and outstanding shares Securities in each of capital of such Subsidiary are the Qualifying Provinces through investment dealers or brokers registered as set out in under the Offering Documentsapplicable laws thereof who have complied with the relevant provisions thereof; (g) all legal requirements will have been fulfilled by the Underwriters receiving at Corporation under the Closing Time applicable Canadian Securities Laws so that the issuance of the Common Shares on exercise of Warrants (the Closing Date"Underlying Common Shares") will be exempt from the prospectus requirements of the applicable Canadian Securities Laws, legal opinions and such Underlying Common Shares will not be subject to any statutory hold period, and no other documents will be required to be addressed filed, proceedings taken, or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws to permit the Underwriterstrading in the Qualifying Provinces of the Underlying Shares, through registrants registered under applicable Canadian Securities Laws or in form and substance acceptable to the Underwriters, circumstances in which there is an exemption from the Corporation’s regulatory counsel registration requirements of such applicable laws, subject to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offeringusual exceptions; (h) the Underwriters receiving at Securities and the Closing Time a certificateUnderlying Common Shares having been conditionally approved for listing on the TSX subject only to compliance with the documentary filing requirements of such exchange, dated as and in the case of the Closing Datelisting of Warrants and Underlying Common Shares, signed by an officer subject also to meeting the requirement of the Corporation, in TSX that a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf minimum number of the Corporation and without personal liability, with respect to:holders hold such Warrants; (i) the constating documents attributes and articles characteristics of the Securities being accurately summarized in all material respects under the heading "Details of the Offering") in the Final Prospectus; (j) the Common Shares and the Underlying Common Shares, when and if issued by the Corporation, having been validly issued by the Corporation and being fully-paid and non-assessable shares in the capital of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (i) the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSE; (j) the Underwriters receiving at the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereof; (k) the Underwriters receiving a lock-up agreement from each Securities being at the Time of Closing eligible for investment in the officers, directors and principal shareholders of the Corporation statutes as set out forth under the heading "Eligibility for Investment" in Section 8(y) hereinthe Final Prospectus; and (l) as to certain Canadian federal income tax matters, as described in the Final Prospectus under the heading "Certain Canadian Federal Income Tax Considerations"; acceptable in all reasonable respects to Canadian counsel to the Canadian Underwriters, Stikeman Elliott; (2) at the Time of Closing, there having been no actual material adverse change (whether financial or otherwise) in the business, affairs, operations, assets, liabilities or financial condition of the Corporation on a consolidated basis since the date hereof; (3) the U.S. Underwriting Agreement having been executed by the Corporation and the U.S. Underwriters, and none of the U.S. Underwriters shall have relied upon any rights of termination in the U.S. Underwriting agreement to terminate the offering of Securities in the United States; and (4) the Canadian Underwriters receiving at the Time of Closing such further certificates, opinions of counsel and other documents documentation from the Corporation as may be contemplated herein or opinions as the Canadian Underwriters or their counsel may reasonably requestrequire, in each case in a form customary for transactions of this nature and all in a form satisfactory to provided, however, that the Underwriters, each acting reasonably; provided that, Beacon will provide written notice of Canadian Underwriters or their counsel shall request any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days certificate or document within a reasonable period prior to the Time of Closing Datethat is sufficient for the Corporation to obtain and deliver such certificate or document, and in any event, at least 48 hours prior to the Time of Closing.

Conditions of the Offering. The Underwriters’ obligations under this Agreement obligation of the Purchasers to purchase the Units are Special Warrants at the applicable Closing Time shall be subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditions: (a) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the UnderwritersAgents, in a form acceptable to the UnderwritersAgents, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors and shareholders of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, each of the Warrant Indenture and the Compensation Option Certificates and the Offering Transaction Documents, as applicable, and the distribution of the Special Warrants, the issuance of the Convertible Debentures and Warrants comprising the Convertible Debenture Units without restrictionissuable upon exercise of the Special Warrants, the issuance of the Debenture Shares upon conversion of the Convertible Debentures, the issuance of the Warrant Shares issuable upon exercise of the Warrants, the issuance of the Corporate Finance Shares, the issuance of the Broker Special Warrants, the issuance of the Broker Warrants on exercise of the Broker Special Warrants, the issuance of the Compensation Units on exercise of the Broker Warrants, the issuance of the Agents’ Commission Shares and Agents’ Commission Warrants comprising the Compensation Units and the issuance of the Agents’ Commission Warrant Shares on exercise of the Agents’ Commission Warrant; (cb) the Corporation delivering to the UnderwritersAgents, at the applicable Closing Time, a certificate dated the applicable Closing Date addressed to the Underwriters Agents and signed by the Chief Executive Officer and the Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon)Corporation, in a form satisfactory to Beaconthe Agents, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Materialenquiries, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the applicable Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the applicable Closing Time, Time with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreementsuch date; (iii) the Final Receipt has been issued and no ordersince September 30, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or2018, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: (A) there has been no material adverse change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and; (viv) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus Disclosure Record misleading or untrue in any material respect or which would result in a misrepresentation in the ProspectusDisclosure Record or which would result in the Disclosure Record not complying with applicable Canadian Securities Laws or U.S. Securities Laws; and (v) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting or suspending the offering, issue or sale of the Special Warrants or any of the Corporation’s issued securities, having been issued, and no proceeding for such purpose being, to the knowledge of such officers, pending or threatened; (dc) the Underwriters Agents receiving, at the applicable Closing Time, Time a legal opinion dated the applicable Closing Date, to be addressed to the UnderwritersAgents, in form and substance acceptable to the Underwriters Agents acting reasonably, of Dentons Canada LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Underwriters Agents and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws and the regulations thereunder; (ii) that the Corporation is a company incorporated under the laws of Canada and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option Certificates; (iii) as to the authorized share capital of the Corporation; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying JurisdictionsReporting Jurisdictions and is not on the list of defaulting issuers maintained under such legislation; (vii) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Certificates have each been duly authorized, executed and delivered by the Corporation, and each Transaction Document constitutes a legal, valid and binding agreement obligation of the Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the terms thereofrights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, subject and by the fact that rights to customary limitations on enforceabilityindemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Law; (viiii) that the execution offering, sale and delivery issuance of this Agreement, the Warrant Indenture Special Warrants through the Agents to the Purchasers resident in the Qualifying Jurisdictions in accordance with the Subscription Agreements and the Compensation Option Certificates granting and the performance of the Corporation’s obligations hereunder and thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, Warrants Corporate Finance Shares and the Compensation Options; (ix) that Broker Special Warrants to the Warrants and the Compensation Options have been validly created and issued by the Corporation; (x) that upon the payment of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants Agents in accordance with the terms thereofof this Agreement are exempt from the prospectus requirements of the Canadian Securities Laws, will and the only filing, proceeding, approval, permit, consent or authorization required to be validly issued made, taken or obtained under the Canadian Securities Laws is the filing with the applicable provincial securities regulatory authorities within the prescribed time periods, the Presentation and a report in Form 45-106F1, as fully paid prescribed by NI 45-106, prepared and non-assessable Common Sharesexecuted in accordance with applicable Canadian Securities Laws, together with the requisite filing fees; (xiiiv) that no prospectus is required nor are any other documents, proceedings or approvals, permits, consents or authorizations of regulatory authorities required to be filed, taken or obtained (other than those which have been filed, taken or obtained) under the Compensation Shares Canadian Securities Laws to permit the issuance by the Corporation of (A) the Convertible Debentures and Warrants comprising the Convertible Debenture Units issuable upon on the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Special Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documents; (g) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters receiving at the Closing Time a certificate, dated as of the Closing Date, signed by an officer of the Corporation, in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (i) the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSE; (j) the Underwriters receiving at the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereof; (k) the Underwriters receiving a lock-up agreement from each of the officers, directors and principal shareholders of the Corporation as set out in Section 8(y) herein; and (l) the Underwriters receiving such other documents or opinions as the Underwriters may reasonably request, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each acting reasonably; provided that, Beacon will provide written notice of any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days prior to the Closing Date.,

Conditions of the Offering. The Underwriters’ Underwriter’s obligations under this Agreement to purchase the Units are subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditions: (a) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the UnderwritersUnderwriter, in a form acceptable to the UnderwritersUnderwriter, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors and shareholders of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates Transaction Documents and the Offering Documents, as applicable, the granting of the Over-Allotment Option and the distribution of the Units without restriction; (c) the Corporation delivering to the UnderwritersUnderwriter, at the Closing Time, a certificate dated the Closing Date addressed to the Underwriters Underwriter and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon)Corporation, in a form satisfactory to Beaconthe Underwriter, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has receipts have been issued by the Securities Commissions in the Qualifying Jurisdictions for the Prospectus and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: Prospectus (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters Underwriter receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the UnderwritersUnderwriter, in form and substance acceptable to the Underwriters Underwriter acting reasonably, of Xxxxxx Law LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Underwriters Underwriter and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the British Columbia Act and the regulations thereunder and has a similar status under the Canadian Securities Laws and of each of the regulations thereunderother Qualifying Jurisdictions; (ii) that the Corporation is a company incorporated under the laws of Canada the Province of British Columbia and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option CertificatesTransaction Documents; (iii) as to that the authorized share capital of the CorporationCorporation consists of an unlimited number of Common Shares and specifying the number of issued and outstanding Common Shares immediately prior to the Closing Time; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates Transaction Documents and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Certificates Transaction Documents have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations on enforceability; (vi) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder thereunder, including the granting of the Over-Allotment Option and the issuance and the sale and delivery of the Units, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation, or any resolution of any of the directors (or committees of directors) or shareholders; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect NEO has conditionally approved the issuance and listing of the Unit Shares, Common Shares and the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing the conditions set forth in the conditional approval letter of the CSENEO; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, Common Shares and Warrants comprising the Units and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (x) that upon the payment of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (x) that the Warrants have been validly created and issued by the Corporation; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Unit Shares and Warrants comprising the Over-Allotment Units have been authorized and allotted for issuance and, upon the due exercise of the Over-Allotment Option, the Over-Allotment Units, Over-Allotment Shares and/or Over-Allotment Warrants will be validly created and issued, as applicable; (xiii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created issued as fully paid and issued, as applicablenon-assessable Common Shares; (xiiixiv) that the Compensation Warrants issuable upon the exercise of the Compensation Options have been validly created and issued by the Corporation; (xv) that the Compensation Warrant Shares issuable upon the exercise of the Compensation Warrants have been authorized and allotted for issuance and, upon the due exercise of the Compensation Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xvi) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xivxvii) that the issuance of the Warrant Shares issuable upon the exercise of the Warrants, the Compensation Shares and Compensation Warrants issuable upon exercise of the Compensation Options, and the Compensation Warrant Shares issuable upon exercise of the Compensation Warrants are exempt from the prospectus requirements of applicable Canadian Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws to permit such issuances; (xviii) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xvxix) that the attributes of the Unit Shares, Warrants and Compensation Options (and the securities underlying such Compensation Options) are consistent in all material respects with the description thereof in the Prospectus; (xx) that the form of the certificates respecting the Unit Shares, Warrants and Compensation Options have been approved and adopted by the board of directors of the Corporation and do not conflict with the articles or by-laws of the Corporation or any applicable Laws; and (xvixxi) that the Transfer Agent, at its principal office in the City of CalgaryVancouver, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f) the Underwriters Underwriter receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the UnderwritersUnderwriter, in form and substance acceptable to the UnderwritersUnderwriter acting reasonably, from each of the Subsidiaries’ Subsidiary’s respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) all of the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documentsname of the Corporation or a Subsidiary, as applicable; (gf) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters Underwriter receiving at the Closing Time a certificate, dated as of the Closing Date, signed by an officer the corporate secretary of the CorporationCorporation (or such other officer as the Underwriter may agree to), in a form satisfactory to the Co-Lead UnderwritersUnderwriter, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (g) the Underwriter receiving at the Closing Time on the Closing Date a certificate of status or the equivalent dated within one Business Day of the Closing Date, in respect of the Corporation and the Subsidiaries; (h) the Underwriter shall have received a certificate from the Transfer Agent, as to the number of issued and outstanding Common Shares as at the end of the Business Day on the day prior to the Closing Date; (i) the Unit Shares, the Warrant Common Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant to the Offering being approved (including, for listing greater certainty, the Warrant Shares, the Compensation Shares and the Compensation Warrant Shares) are listed and posted for trading on the CSENEO, subject only to the standard listing conditions of the CSENEO; (j) the Underwriters Underwriter receiving at the Closing Time on the Closing Date a comfort letters letter dated as of the Closing Date from the auditors of the Corporation’s Auditors, in form and substance satisfactory to the Underwriters, Underwriter acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereof;; and (k) the Underwriters Underwriter receiving a lock-up agreement at the Closing Time on the Closing Date agreements from each of the Corporation’s senior officers, directors directors, insiders and principal shareholders holding greater than 5% of the issued and outstanding Common Shares, on a pro forma basis, in favour of the Underwriter (the “Lock-Up Agreements”) pursuant to which each will agree not to, for a period of 90 days following the Closing Date, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, securities of the Corporation as set out held by them, directly or indirectly, without the prior consent of the Underwriter, which consent shall not unreasonably withheld or delayed, provided that the Underwriter’s consent shall not be required in Section 8(y) herein; and connection with (li) the Underwriters receiving such exercise of previously issued options or other documents convertible securities; (ii) transfers among a shareholder and its affiliates for tax or opinions as other planning purposes; (iii) a tender or sale by a shareholder of securities of the Underwriters may reasonably requestCorporation in or pursuant to a take-over bid or similar transaction involving a change of control of the Corporation; or (iv) a secondary sale of Common Shares by directors, in each case in a form customary for transactions senior officers and insiders of this nature and all in a form satisfactory the Corporation pursuant to the UnderwritersNASDAQ Offering, each acting reasonably; provided that, Beacon will provide written notice that the terms of any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days prior sale are no less favourable to the Closing DateUnderwriter and the purchasers than the price and terms of the Offering.

Conditions of the Offering. The Underwriters’ ' obligations under this Agreement to purchase the Units are subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditions: (a) the Preliminary Prospectus Prospectus, the Amended and Restated Prospectus, and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus, the Amended and Restated Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the Underwriters, in a form acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors and shareholders of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and Indenture, the Compensation Option Warrant Certificates and the Offering Documents, as applicable, the granting of the Over-Allotment Option and the distribution of the Units and the Common Shares issuable on exercise of the Compensation Warrants without restriction; (c) the Corporation delivering to the Underwriters, at the Closing Time, a certificate dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon)Corporation, in a form satisfactory to BeaconEight, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has receipts have been issued by the Securities Commissions in the Qualifying Jurisdictions for the Prospectus and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: Prospectus (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of XxXxxxxx LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Underwriters and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the British Columbia Act and the regulations thereunder and has a similar status under the Canadian Securities Laws and of each of the regulations thereunderother Qualifying Jurisdictions; (ii) that the Corporation is a company incorporated under the laws of Canada the Province of British Columbia and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates; (iii) as to that the authorized share capital of the CorporationCorporation consists of an unlimited number of Common Shares and specifying the number of issued and outstanding Common Shares immediately prior to the Closing Time; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus, the Amended and Restated Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates and the performance of the Corporation’s 's obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations on enforceability; (vi) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates and the performance of the Corporation’s 's obligations hereunder and thereunder thereunder, including the granting of the Over-Allotment Option issuance and the sale and delivery of the Units and the Common Shares issuable upon exercise of the Compensation Warrants, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the notice of articles or by-laws articles and other constating documents of the Corporation, or any resolution of any of the directors (or committees of directors) or shareholders; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit SharesCommon Shares and Warrants comprising the Units, the Compensation Warrants and the Common Shares issuable on exercise of the Compensation OptionsWarrants; (ixviii) that the Warrants and the Compensation Options Warrants have been validly created and issued by the Corporation; (xix) that upon the payment of the Offering Price therefor, the Unit Common Shares partially comprising the Units and the Common Shares issuable upon exercise of the Compensation Warrants will be duly and validly issued as fully paid and non-assessable Common Shares; (xix) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xi) that the Common Shares and Warrants comprising the Over-Allotment Units have been authorized and allotted for issuance and, upon the due exercise of the Over-allotment Option, the Over-Allotment Units will be validly created and issued, as applicable; (xii) that the Compensation Common Shares issuable upon the exercise of the Compensation Options Warrants have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options Warrants in accordance with the provisions thereof, will be validly created issued as fully paid and issued, as applicablenon-assessable Common Shares; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units and the Common Shares issuable upon exercise of the Compensation Warrants in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the issuance of the Warrant Shares issuable upon the exercise of the Warrants is exempt from the prospectus requirements of applicable Canadian Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws to permit such issuance; (xv) that the issuance of the Common Shares issuable upon the exercise of the Compensation Warrants is exempt from the prospectus requirements of applicable Canadian Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws to permit such issuance; (xvi) that the statements set forth in the Prospectus under the caption “"Eligibility for Investment” " and “"Certain Material Canadian Federal Income Tax Considerations” " in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xvxvii) that the attributes of the Unit Common Shares, Warrants and Compensation Options Warrants are consistent in all material respects with the description thereof in the Prospectus; (xviii) that the form of the certificates respecting the Common Shares, Warrants and Compensation Warrants have been approved and adopted by the board of directors of the Corporation and do not conflict with the notice of articles or articles of the Corporation or any applicable Laws and complies with the rules and regulations of the CSE; and (xvixix) that the Transfer Agent, at its principal office in the City of CalgaryVancouver, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonablyof XxXxxxxx LLP, of special United States legal securities law counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that it is not necessary to register under the U.S. Securities Act the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities ActUnits, provided such offers and sales are made in accordance with Schedule “"A” " hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units, Common Shares or Warrants (other than the initial resale by the Underwriters of the Units to Qualified Institutional Buyers (as defined in Schedule "A" hereto) pursuant to Rule 144A); (f) the Underwriters receiving at the Closing Time on the Closing Date, a legal opinions opinion to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective Subsidiary's counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) all of the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documentsname of the Corporation or a Subsidiary, as applicable; (g) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters receiving at the Closing Time a certificate, dated as of the Closing Date, signed by an officer the Chief Executive Officer of the CorporationCorporation (or such other officer as the Underwriters may agree to), in a form satisfactory to the Co-Lead UnderwritersEight, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the Common Shares issuable on exercise of the Compensation Warrants and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (ih) the Unit SharesCommon Shares issuable pursuant to the Offering (including, for greater certainty, the Warrant Shares (and any Common Shares issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the on exercise of the Compensation OptionsWarrants) issued pursuant to the Offering being approved are listed and posted for listing trading on the CSE, subject only to the standard listing conditions of the CSE;; and (ji) the Underwriters receiving at the Closing Time on the Closing Date a comfort letters letter dated as of the Closing Date from the auditors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereof; (k) the Underwriters receiving a lock-up agreement from each of the officers, directors and principal shareholders of the Corporation as set out in Section 8(y) herein; and (l) the Underwriters receiving such other documents or opinions as the Underwriters may reasonably request, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each acting reasonably; provided that, Beacon will provide written notice of any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days prior to the Closing Date.

Conditions of the Offering. The Canadian Underwriters’ ' obligations under this Agreement to purchase the Units are conditional upon and subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditionsto: (a1) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the Underwriters, in a form acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the Offering Documents, as applicable, and the distribution of the Units without restriction; (c) the Corporation delivering to the Underwriters, Underwriters receiving at the Time of Closing Time, a certificate dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon), in a form satisfactory to Beacon, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has been issued and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a favourable legal opinion opinions dated the Closing Date, to be addressed to the UnderwritersCanadian Underwriters and their counsel from Field Xxxxxxxx Perraton LLP, in form and substance acceptable to the Underwriters acting reasonably, of Canadian counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation and counsel to the Canadian Underwriters as to the qualification of the Securities for sale to the public and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact, fact on certificates of officers, of public officials and exchange of Exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matterseffect set forth below: (ia) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws having been amalgamated and the regulations thereunder; (ii) that the Corporation is a company incorporated existing under the laws of Canada and has Canada; (b) the Corporation having the corporate capacity and power and capacity to own or and lease its properties and assets, carry on assets and to conduct its business as it is currently conducted, described in the Final Prospectus and to execute, execute and deliver this agreement and perform its obligations under this Agreement, to carry out the Warrant Indenture and the Compensation Option Certificatestransactions contemplated hereby; (iiic) as to the authorized share capital of the CorporationCorporation being as described in the Final Prospectus; (ivd) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has having been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture Agreement and the Compensation Option Certificates U.S. Agreement and the performance of the Corporation’s its obligations hereunder and thereunder and this Agreement, the Warrant Indenture Agreement and the Compensation Option Certificates U.S. Agreement have each been duly authorized, executed and delivered by the Corporation, Corporation and each agreement constitutes a legal, valid and binding agreement of the Corporationobligation of, and is enforceable against against, the Corporation in accordance with the its terms thereof, (subject to customary limitations on enforceability; (vibankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution) and the execution and delivery by the Corporation of this Agreement and the U.S. Agreement, the Warrant Indenture fulfilment of the terms hereof and thereof by the Corporation, and the Compensation Option Certificates issue, sale and delivery on the Closing Date of the Securities and the performance of Underwriters' Warrants to the Corporation’s obligations hereunder Canadian Underwriters and thereunder the U.S. Agents as contemplated herein and in the U.S. Agreement do not and will not constitute or result in a breach of or a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of or default underof, and do not and will not conflict with: (A) , any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (viie) that all necessary forms have been filed with the CSE to effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has having been taken by the Corporation to authorize the execution and delivery of the Warrant Indenture and the performance of the its obligations thereunder and that the Warrant Indenture has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of, and is enforceable against, the Corporation in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution); (f) the issuance and sale of the Common Shares comprised in the Securities, the creation, issuance and sale of the Warrants comprised in the Securities, and the creation and issuance of the Unit Shares, Underwriters' Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued authorized by all necessary action on the part of the Corporation; (xg) that upon all documents required to be filed by the payment Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having been filed and taken in order to qualify the distribution (or distribution to the public, as the case may be) of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority Securities in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions Provinces through persons who are investment dealers or brokers registered under the applicable Canadian Securities Laws and laws thereof who have complied with the relevant provisions thereof; (h) all legal requirements will have been fulfilled by the Corporation under applicable Canadian Securities Laws so that the issuance of the Common Shares on exercise of Warrants and the Underwriters' Warrants (the "UNDERLYING COMMON SHARES") will be exempt from the prospectus requirements of the applicable Canadian Securities Laws, and such Underlying Common Shares will not be subject to any statutory hold period, and no other documents will be required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws to permit the trading in the Qualifying Provinces of the Underlying Common Shares, through registrants registered under applicable Canadian Securities Laws or in circumstances in which there is an exemption from the registration requirements of such applicable laws, subject to usual exceptions; (xivi) that the statements set forth in Securities and the Prospectus under Underlying Common Shares having been conditionally approved for listing on the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in TSX subject only to compliance with the Prospectus are accurate, subject to the limitations and qualifications set out thereindocumentary filing requirements of such exchange; (xvj) that the attributes and characteristics of the Unit Shares, Warrants and Compensation Options are consistent Securities being accurately summarized in all material respects with under the description thereof heading "Details of the Offering" in the Final Prospectus; and; (xvik) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has Underlying Common Shares, when and if issued by the Corporation, having been duly appointed as warrant agent validly issued by the Corporation and being fully-paid and non-assessable shares in respect the capital of the WarrantsCorporation; (el) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receivingSecurities being, at the Closing Time on of Closing, eligible for investment pursuant to the Closing Datestatutes set forth under the heading "Eligibility for Investment" in the Final Prospectus; (m) as to certain Canadian federal income tax matters, as described in the Final Prospectus under the heading "Eligibility for Investment"; and (n) during the course of the Corporation's preparation of the Final Prospectus and its participation in conferences with officers and other representatives of the Corporation, the Corporation's independent public accountants, the U.S. Agents and the Canadian Underwriters and their counsel, during which the contents of the Final Prospectus were discussed, and while it has not independently verified and is not passing upon the accuracy, completeness or fairness of the statements made in the Final Prospectus except as explicitly set forth in paragraphs (l) and (m) hereof, no facts have come to its attention that lead it to believe that the Final Prospectus (other than the financial statements, financial and related statistical data and supporting schedules as to which it makes no statement), contained any untrue statement of a legal opinion dated material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or that the Final Prospectus, as of its date or as of the Closing Date, contains any untrue statement of a material fact or omits to be state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. and Stoel Rives LLP, the Corporation's U.S. counsel as to those matters set forth in Schedule B to the U.S. Agreement, in each case addressed to the UnderwritersCanadian Underwriters and their counsel, dated the Closing Date, and in form and substance acceptable satisfactory to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public Canadian Underwriters and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Unitstheir counsel; (f2) the Canadian Underwriters receiving at having received the Closing Time on comfort letter referred to in Section 9(1)(a); (3) the Canadian Underwriters having received a comfort letter, dated the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documents; (g) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters receiving at the Closing Time a certificate, dated as of the Closing Date, signed by an officer of the Corporation, in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (i) the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSE; (j) the Underwriters receiving at the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the Corporation, in form and substance satisfactory to the Canadian Underwriters, acting reasonably, bringing forward to a date not more than two Business Days business days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a9(1)(a); (4) the Canadian Underwriters receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Canadian Underwriters and their counsel, addressed to the Canadian Underwriters and their counsel, from local counsel to the Corporation, as to mining title matters with respect to each of the Material Resource Properties (as hereinafter defined); (5) the Canadian Underwriters receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Canadian Underwriters and their counsel, addressed to the Canadian Underwriters and their counsel, from local counsel to the Corporation, stating that each of Caystar Holdings, Bogoso Holdings, Bogoso Gold Limited and Wasford Holdings has been duly created and is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, and that the Corporation or a Material Subsidiary owns all of the issued and outstanding share capital of such corporations, except as set out in Schedule A, in each case addressed to the Canadian Underwriters and their counsel, dated the Closing Date, and in form and substance satisfactory to the Canadian Underwriters and their counsel; (6) at the Time of Closing, there having been no material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation on a consolidated basis since the date hereof; (k7) at the Time of Closing, CIBC Mellon Trust Company, at is principal office in Vancouver, having been duly appointed as the transfer agent and registrar for the Common Shares and warrant trustee for the Warrants, and the Warrant Indenture having been executed by the Corporation and CIBC Mellon Trust Company; (8) the U.S. Agreement having been executed by the Corporation and the U.S. Agents, and none of the U.S. Agents shall have relied upon any rights of termination in the U.S. Agreement to terminate the offering of the Securities in the United States, and all conditions to the U.S. Agents' obligations thereunder having been satisfied or waived by the U.S. Agents; (9) the Underwriters receiving U.S. Registration Statement being declared effective by the SEC; (10) the Corporation delivering a lock-up agreement from each of the officers, directors and principal shareholders certificate signed on behalf of the Corporation as set out in Section 8(y) herein; and (l) by the Chief Executive Officer of the Corporation and the Chief Financial Officer of the Corporation, addressed to the Canadian Underwriters receiving such other documents or opinions as and dated the Underwriters may reasonably requestClosing Date, in each case in a form customary for transactions of this nature and all in a form satisfactory to the UnderwritersCanadian Underwriters and their counsel, each acting reasonably; provided certifying for and on behalf of the Corporation and not in their personal capacities that, Beacon will provide written notice to the actual knowledge of any the persons signing such request for documents certificate, after having made due inquiry: (a) the Corporation has complied in all respects with all covenants and opinions not explicitly contemplated by satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at least three Business Days or prior to the Time of Closing on the Closing Date; (b) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Securities or any of the Corporation's issued securities has been issued and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened; (c) the Corporation is a "reporting issuer" or its equivalent under the securities laws of each of the Qualifying Provinces and eligible to use the POP System and no material change relating to the Corporation on a consolidated basis has occurred since the date hereof with respect to which the requisite material change report has not been filed and no such disclosure has been made on a confidential basis that remains subject to confidentiality; and (d) all of the representations and warranties made by the Corporation in this Agreement are true and correct as of the Time of Closing with the same force and effect as if made at and as of the Time of Closing after giving effect to the transactions contemplated hereby; (11) the National Association of Securities Dealers, Inc. ("NASD") has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements related to the Offering; and (12) the Canadian Underwriters receiving at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation as are consistent with the transactions contemplated herein.

Conditions of the Offering. The following are conditions of the Underwriters’ obligations under this Agreement to complete the purchase the Units are subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in Purchased Shares, which conditions the Company covenants to exercise all material respects (or, in the case of any representation reasonable commercial efforts to have fulfilled at or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of prior to the Closing Time, the performance which conditions may be waived in writing in whole or in part by the Corporation of its obligations under this Agreement and each of the following conditionsUnderwriters: (a) 1. the Preliminary Prospectus Company will have made and/or obtained the necessary filings, approvals, consents and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each acceptances of the Securities Commissions; (b) receipt of evidence , the TSX and the OTC, if any, required to be made or obtained by the UnderwritersCompany to complete the Offering and to list and post for trading all of the Purchased Shares and all of the Over-Allotment Option Shares which the Underwriters have agreed to purchase at the Closing Time pursuant to the exercise of the Over-Allotment Option on the TSX, in a form on terms which are acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the Offering Documents, as applicable, and the distribution of the Units without restriction; (c) the Corporation delivering to the Underwriters, at the Closing Time, a certificate dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon), in a form satisfactory to Beacon, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) 2. the representations Company’s board of directors shall have authorized this agreement, the issuance of and warranties sale of the Corporation contained in this Agreement and any certificate Offered Shares, the creation of the Corporation delivered hereunder are true Over-Allotment Option and, upon due exercise thereof, the issuance of the Over-Allotment Shares, respectively, and correct in all material respects (ormatters relating thereto, in it being hereby represented by the case of any representation Company that such authorization has been obtained or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as will be obtained prior to the Closing Time; 3. the Underwriters shall have received at the Closing TimeTime certificates dated the Closing Date, signed by senior officers of the Company acceptable to the Underwriters, acting reasonably, and addressed to the Underwriters and their counsel, with respect to the same force articles and effect by-laws of the Company, all resolutions of the board of directors and other corporate action relating to this agreement and to the creation, allotment, issue and sale of the Offered Shares, the incumbency and specimen signatures of signing officers and with respect to such other matters as if made the Underwriters and their counsel may reasonably request; 4. the Company will deliver a certificate and covenant of the Company under its corporate seal and signed on behalf of the Company by any two senior officers of the Company acceptable to the Underwriters, acting reasonably, addressed to the Underwriters and as at dated the Closing TimeDate, after giving effect in a form satisfactory to the transactions contemplated by this Agreement;Underwriters’ counsel, Fasken Xxxxxxxxx DuMoulin LLP, acting reasonably, certifying that: (iiii) the Final Receipt has been issued and no order, ruling or determination having the effect of order ceasing the trading or suspending trading in any securities of the Company or prohibiting the sale of the Common Offered Shares or any other securities of the Corporation Company’s issued securities has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authoritythreatened; (ivii) since November 30, 2002, and except as has been the respective dates as subject of which information is given in a material change report filed by the Prospectus: (A) Company with the Securities Commissions, there has been no material change affecting the Corporation on a consolidated basis(actual, and (Bproposed or prospective, whether financial or otherwise) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation on Company or a consolidated basis, other than to be disclosed change in any matter covered by a statement contained or incorporated by reference in the Prospectus which is of such a nature to make such statement or any Supplementary Materialthe Prospectus misleading or that would constitute a misrepresentation; (iii) the Company is a “reporting issuer” (or its equivalent) not in default and in good standing under the Applicable Laws and no material change relating to the Company, except for the Offering contemplated hereby, has occurred with respect to which the requisite material change statement or report has not been filed and no such disclosure has been made on a confidential basis; (iv) all of the representations and warranties given by the Company in this agreement continue to be true and correct as of the case may beClosing Time with the same force and effect as if made by the Company as at the Closing Time; and (v) there the Company has been no change complied with all covenants and satisfied all terms and conditions of this agreement on its part to be complied with up to the Closing Time; 5. the Company will have caused a favourable legal opinion to be delivered by its Canadian legal counsel, and by local counsel, addressed to the Underwriters and their counsel, with respect to such matters as the Underwriters may reasonably request relating to the transactions contemplated hereby, acceptable in all reasonable respects to the Underwriters’ counsel, including, without limiting the generality of the foregoing, the matters set forth in Schedule “D” attached hereto; in giving the opinions contemplated above, counsel to the Company shall be entitled to rely, where appropriate, upon local counsel and shall be entitled, as to matters of fact not within their knowledge, to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy; 6. if any material fact (which includes Offered Shares are to be offered or sold by the disclosure of any previously undisclosed material fact or a new material fact) contained Underwriters in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) United States, the Underwriters receiving, shall have received at the Closing TimeTime from the Company’s United States counsel: (i) a favourable legal opinion, a legal opinion in form and substance satisfactory to the Company and the Underwriters and their counsel, acting reasonably, dated the Closing Date, Date to the effect that the offer and sale in the United States of the Offered Shares is not required to be registered under the United States Securities Act of 1933, as amended; and (ii) a “blue sky” survey dated no earlier than two business days prior to the Closing Date issued by such counsel and addressed as aforesaid relating to the applicable United States securities laws; 7. the Underwriters shall have received at the Closing Time a comfort letter dated the Closing Date from the Company’s auditors addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable satisfactory to the Underwriters and their counsel, acting reasonably, similar to the comfort letter to be delivered to the Underwriters pursuant to paragraph 2(a) of Part D with such changes as may relybe necessary to bring the information therein forward to the Closing Date, which changes shall be acceptable to the Underwriters; 8. the Underwriters shall have received standstill agreements (the “Standstill Agreements”) in the form of Schedule “E” hereto addressed to them from each of the directors and officers of the Company pursuant to which such persons agree not to sell, transfer, assign, pledge or otherwise dispose of any securities of the Company owned by any such persons, directly or indirectly, until the later of: (a) the 30th day following the Closing Date; and (b) the earlier of: (i) the public announcement by the Company of a completed partnership with respect to RSD1235 (one of the Company’s product candidates); and (ii) the 90th day following the Closing Date, other than any Offered Shares subscribed for by, and issued to, such persons under the Offering, without the prior written consent of Orion Securities Inc.; and 9. each of the representations and warranties of the Company contained in this agreement shall be true and correct as of the Closing Time, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws and the regulations thereunder; (ii) that the Corporation is a company incorporated under the laws of Canada and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option Certificates; (iii) as to the authorized share capital of the Corporation; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery satisfaction of each of the Preliminary Prospectus Underwriters, as if made at and as of the Closing Time, and the Prospectus and the filing thereof under Canadian Securities Laws in Company shall have fulfilled each of the Qualifying Jurisdictions; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of covenants contained in this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Certificates have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations on enforceability; (vi) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (x) that upon the payment of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) Underwriters. The Company agrees that the statements set forth in the Prospectus under the caption “Eligibility for Investment” aforesaid legal opinions, certificates, agreements and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, covenants delivered at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to will also be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documents; (g) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters receiving at the Closing Time a certificate, dated as of the Closing Date, signed by an officer of the Corporation, in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (i) the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSE; (j) the Underwriters receiving at the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereof; (k) the Underwriters receiving a lock-up agreement from each of the officers, directors and principal shareholders of the Corporation as set out in Section 8(y) herein; and (l) the Underwriters receiving such other documents or opinions as the Underwriters may reasonably request, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each acting reasonably; provided that, Beacon will provide written notice of any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days prior to the Closing Datecounsel.

Conditions of the Offering. The Underwriters’ obligations under this Agreement to purchase the Units are conditional upon and subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditionsto: (a1) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the Underwriters, in a form acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the Offering Documents, as applicable, and the distribution of the Units without restriction; (c) the Corporation delivering to the Underwriters, Underwriters receiving at the Time of Closing Time, a certificate favourable legal opinions dated the Closing Date Date, addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon), in a form satisfactory to Beacon, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, thattheir counsel from: (i) the Corporation has complied in all material respects (except where already qualified by materialityFasken Xxxxxxxxx DuMoulin LLP, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has been issued and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of counsel to the Corporation (who may relyrely on or otherwise provide, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation and counsel to the Underwriters as to the qualification of the Common Shares for sale to the public and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice law and may rely, to the extent appropriate in the circumstances, as to matters of fact, fact on certificates of officers, of public officials and exchange of Exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matterseffect set forth below: (ia) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws having been amalgamated and the regulations thereunder; (ii) that the Corporation is a company incorporated existing under the laws of Canada and has Canada; (b) the Corporation having the corporate capacity and power and capacity to own or and lease its properties and assets, carry on assets and to conduct its business as it is currently conducted, described in the Final Prospectus and to execute, execute and deliver this Agreement and perform its obligations under this Agreement, to carry out the Warrant Indenture and the Compensation Option Certificatestransactions contemplated hereby; (iiic) as to the authorized and issued share capital of the CorporationCorporation being as described in the Final Prospectus; (ivd) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has having been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture Agreement and the Compensation Option Certificates Agency Agreement and the performance of the Corporation’s its obligations hereunder and thereunder and this Agreement, the Warrant Indenture Agreement and the Compensation Option Certificates Agency Agreement have each been duly authorized, executed and delivered by the Corporation, Corporation and each this Agreement constitutes a legal, valid and binding agreement of the Corporationobligation of, and is enforceable against against, the Corporation in accordance with the its terms thereof, (subject to customary limitations on enforceability; (vibankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution) and the execution and delivery by the Corporation of this Agreement and the Agency Agreement, the Warrant Indenture fulfilment of the terms hereof and thereof by the Corporation, and the Compensation Option Certificates issue, sale and delivery on the Closing Date of the Common Shares to the Underwriters and the performance of Agents as contemplated herein and in the Corporation’s obligations hereunder and thereunder Agency Agreement do not and will not constitute or result in a breach of or a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of or default underof, and do not and will not conflict with: (A) , any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (viie) that all necessary forms have been filed with the CSE to effect Option and the issuance and listing sale of the Unit Shares, the Warrant Common Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that have been authorized by all necessary corporate action has been taken by on the Corporation to authorize the issuance part of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (xf) that upon all documents required to be filed by the payment Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having been filed and taken in order to qualify the distribution (or distribution to the public, as the case may be) of the Offering Price therefor, the Unit Common Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by Provinces through investment dealers or brokers duly registered in the Corporation to qualify appropriate category under the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and laws thereof who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documentsthereof; (g) the Underwriters receiving at the Closing Time Common Shares having been conditionally approved for listing on the Closing Date, legal opinions TSX subject only to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time documentary filing requirements of the Corporation’s initial public offeringTSX; (h) the Underwriters receiving at the Closing Time a certificate, dated as attributes and characteristics of the Closing Date, signed by an officer Common Shares being accurately summarized in all material respects under the heading “Description of Share Capital” in the Corporation, in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to:Final Prospectus; (i) the constating documents Common Shares, when issued by the Corporation upon receipt of the aggregate purchase price as consideration for the issue thereof, having been validly issued by the Corporation and articles being fully-paid and non-assessable shares in the capital of the Corporation; (iij) as to certain Canadian federal income tax matters, as described in the resolutions of Final Prospectus under the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated hereinheading “Eligibility for Investment”; and (iiik) a “10b-5” opinion to the incumbency and signatures of signing officers effect that during the course of the Corporation’s preparation of the Final Prospectus and its participation in conferences with officers and other representatives of the Corporation, the Corporation’s independent public accountants, the Agents and the Underwriters and their counsel, during which the contents of the Final Prospectus were discussed, and while it has not independently verified and is not passing upon the accuracy, completeness or fairness of the statements made in the Final Prospectus except as explicitly set forth in paragraph (k) hereof, no facts have come to its attention that lead it to believe that the Final Prospectus contained any untrue statement of a material fact (as such term is defined in the Securities Act (Ontario)) or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (other than the financial statements and notes thereto and related schedules therein or other financial data derived from accounting records or incorporated therein and other than statistical, mineral reserve and resource and geological information, as to which such counsel is not expressing an opinion); and (ii) Xxxxx Xxxxxx & Xxxxxx LLP, the Corporation’s U.S. counsel, as to those matters set forth in Schedule B to the Agency Agreement and 4(1)(i)(k) above, in each case addressed to the Underwriters, dated the Closing Date, and in form and substance satisfactory to the Underwriters and their counsel acting reasonably; (i2) the Unit Shares, Underwriters having received the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant comfort letter referred to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSEin Section 9(1)(a); (j3) the Underwriters receiving at having received a comfort letter, dated the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the CorporationDate, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days business days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a9(1)(a); (4) the Underwriters receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Underwriters and their counsel acting reasonably, addressed to the Underwriters and their counsel, from local counsel to the Corporation, as to mining title matters with respect to each of the Material Resource Properties; (5) the Underwriters receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Underwriters and their counsel, addressed to the Underwriters and their counsel, from local counsel to the Corporation, stating that each of the Material Subsidiaries has been duly created and is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, and that the Corporation or a Material Subsidiary owns all of the issued and outstanding share capital of such corporations, except as set out in Schedule A; (6) the Underwriters receiving at the Time of Closing a “10b-5” opinion from each of Stikeman Elliott LLP and Xxxxxx Xxxxxxx LLP in form and substance similar to that provided pursuant to Section 4(1)(i)(k) hereof; (k7) at the Underwriters receiving a lock-up agreement from each Time of Closing, there having been no material adverse change in the officersbusiness, directors and principal shareholders affairs, operations, assets, liabilities or financial condition of the Corporation as set out in Section 8(y) herein; andon a consolidated basis since the date hereof; (l8) at the Time of Closing, CIBC Mellon Trust Company, at is principal office in Vancouver, having been duly appointed as the transfer agent and registrar for the Common Shares; (9) the Underwriters receiving such other documents Agency Agreement having been executed by the Corporation and the Agents; (10) the Corporation delivering a certificate signed on behalf of the Corporation by the Chief Executive Officer of the Corporation or opinions as the Chief Financial Officer of the Corporation, addressed to the Underwriters may reasonably requestand dated the Closing Date, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each Underwriters and their counsel acting reasonably; provided , certifying for and on behalf of the Corporation and not in their personal capacities that, Beacon will provide written notice to the actual knowledge of any the persons signing such request for documents certificate, after having made due inquiry: (a) the Corporation has complied in all material respects with all covenants and opinions not explicitly contemplated by satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at least three Business Days or prior to the Time of Closing on the Closing Date; (b) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Common Shares or any of the Corporation’s issued securities has been issued and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened; (c) no order suspending the effectiveness of the U.S. Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or, to the knowledge of such officers, threatened by the SEC and any additional information requested on the part of the SEC shall have been complied with to the reasonable satisfaction of the Underwriters; (d) the Corporation is a “reporting issuer” or its equivalent under the securities laws of each of the Qualifying Provinces and eligible to use the POP System and no material change relating to the Corporation on a consolidated basis has occurred since the date hereof with respect to which the requisite material change report has not been filed and no such disclosure has been made on a confidential basis that remains subject to confidentiality; and (e) all of the representations and warranties made by the Corporation in this Agreement are true and correct as of the Time of Closing with the same force and effect as if made at and as of the Time of Closing after giving effect to the transactions contemplated hereby; and (11) the Underwriters receiving at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation as are consistent with the transactions contemplated herein and provided that no less than 48 hours notice thereof is given prior to the Time of Closing.

Conditions of the Offering. The Underwriters’ obligations under this Agreement to purchase the Units are subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time and the Over-Allotment Closing Time, as applicable, the performance by the Corporation of its obligations under this Agreement and each of the following conditions: (a) the Preliminary Prospectus and the Final Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Ontario Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Final Prospectus from each of the Securities Commissions; (b) receipt of evidence by the Underwriters, in a form acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors and shareholders of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Warrant Certificates and the Offering Documents, as applicable, the granting of the Over-Allotment Option and the distribution of the Units without restriction; (c) the Corporation delivering to the Underwriters, at the Closing Time and the Over- Allotment Closing Time, as applicable, a certificate dated the Closing Date or the Over- Allotment Closing Date, as applicable, addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer President of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon)Corporation, in a form satisfactory to Beaconthe Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Final Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time or the Over- Allotment Closing Time, as applicable; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time or the Over-Allotment Closing Time, as applicable, with the same force and effect as if made on and as at the Closing Time or the Over-Allotment Closing Time, as applicable, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has been issued and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has receipts have been issued by any Governmental Authority and is continuing the Securities Commissions in effect and no proceedings the Designated Jurisdictions for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental AuthorityFinal Prospectus; (iv) since the respective dates as of which information is given in the Prospectus: Final Prospectus (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation or any of its subsidiaries other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and; (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Final Prospectus which material fact or change is of such a nature as to render any statement in the Final Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus; (vi) the Final Prospectus does not contain a misrepresentation and contains full, true and plain disclosure of all material facts relating to the Offering, the Units, the Common Shares and the Warrants; and (vii) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting or suspending the offering, issue or sale of the Units or any of the Corporation’s issued securities, having been issued, and no proceeding for such purpose being threatened or, to the knowledge of such officers, pending. (d) the Underwriters receiving, at the Closing Time, Time a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of Xxxxxxx Xxxxx & Xxxxxxxxx LLP, counsel to the Corporation (who may relyrely on, to the extent appropriate in the circumstances, on the or procure opinions of local counsel acceptable to the Underwriters and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the under Canadian Securities Laws in each of the provinces of British Columbia, Alberta and Ontario and is not on the regulations thereunderlist of defaulting issuers maintained under such legislation; (ii) as to the incorporation and valid existence of the Corporation; (iii) as to the authorized and issued capital of the Corporation; (iv) that the Corporation is a company incorporated under the laws of Canada and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreementthe Transaction Documents; and to issue and sell the Units (including any Units issuable upon exercise of the Compensation Warrants), the Warrant Indenture Compensation Warrants and the Compensation Option CertificatesWarrant Shares, as applicable; (iii) as to the authorized share capital of the Corporation; (ivv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Transaction Documents and the performance of the Corporation’s obligations hereunder and thereunder and the issuance of the Units (including any Units issuable upon exercise of the Compensation Warrants), the Compensation Warrants and the Warrant Shares, as applicable, and the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Designated Jurisdictions; (vvi) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance each of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Certificates have each Transaction Documents has been duly authorized, executed and delivered by the Corporation, Corporation and each such Transaction Document constitutes a legal, valid and legally binding agreement of the Corporation, Corporation enforceable against the Corporation it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the terms thereofrights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, subject and by the fact that rights to customary limitations on enforceabilityindemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (vivii) the execution and delivery of this Agreementthe Transaction Documents, the Warrant Indenture and performance by the Compensation Option Certificates and the performance Corporation of the Corporation’s its obligations hereunder and thereunder do and the issuance and sale of the Units (including any Units issuable upon exercise of the Compensation Warrants), the Compensation Warrants and the Warrant Shares does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, and do not and will not create a state of facts which, whether after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of Laws applicable to the Corporation, including, without limitation, Canadian Securities Laws and the Business Corporations Act (Ontario); or and (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect the issuance and listing constating documents of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSECorporation; (viii) that all necessary corporate action has been taken the Warrants (including any Warrants issuable upon exercise of the Compensation Warrants) and the Compensation Warrants will, upon issuance, be validly created, executed and issued by the Corporation to authorize the issuance and constitute valid and binding obligations of the Unit Shares, Warrants and the Compensation OptionsCorporation enforceable against it in accordance with their terms; (ix) that upon payment of the Warrants and Issue Price therefor, the Common Shares partially comprising the Units (including any Units issuable upon exercise of the Compensation Options have been Warrants) will be duly authorized and validly created allotted for issuance by the Corporation as fully paid and issued by non-assessable shares in the capital of the Corporation; (x) that upon the payment Warrant Shares have been duly authorized and validly allotted for issuance by the Corporation and, when issued in accordance with the terms of the Offering Price thereforWarrants (including any Warrants issuable upon exercise of the Compensation Warrants), the Unit Shares partially comprising the Units will be duly and validly issued as outstanding a fully paid and non-assessable Common Sharesshares in the capital of the Corporation; (xi) that the Warrant Common Shares issuable upon and Warrants comprising the exercise of the Warrants Option Units have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with Over- allotment Option, the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, Option Units will be validly created and issued, as applicable; (xiiixii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Designated Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units and the distribution to the Underwriters of the Compensation Warrants, in each case, in each of the Qualifying Designated Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiii) that the issuance of the Warrant Shares issuable upon the exercise of the Warrants (including any Warrants issuable upon exercise of the Compensation Warrants) is exempt from the prospectus requirements of applicable Canadian Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws to permit such issuance; (xiv) that the statements set forth in the Final Prospectus under the caption “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Common Shares, Warrants and Compensation Options Warrants are consistent in all material respects with the description thereof in the Final Prospectus; and; (xvi) that the Transfer Agentform of the certificates respecting the Common Shares, the Warrants, the Compensation Warrants and the Warrant Shares have been approved and adopted by the board of directors of the Corporation; (xvii) that TSX Trust Company, at its principal office in the City of CalgaryXxxxxxx, Xxxxxxx, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants;; and (exviii) if any Units are sold in the United States, or as to or for the account or benefit of, persons within the United States or U.S. Persons, and if such other matters as may reasonably be requested by the Underwriters, in a form acceptable to the Underwriters, acting reasonably. (e) the Underwriters receiving, at the Closing Time on the Closing DateTime, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from counsel to each Subsidiary with respect to the following matters: (i) the incorporation and subsistence of the Subsidiaries’ respective counsel Subsidiary; (who may relyii) the corporate power, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public capacity and exchange officials or authority of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted presently carried on and to own, lease and operate its property properties and assets; (iii) the authorized and issued capital of the Subsidiary; and (Biv) the ownership of the issued and outstanding shares securities of capital of such Subsidiary are registered as set out in the Offering DocumentsSubsidiary; (gf) the Underwriters receiving at the Closing Time on the Closing DateTime, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters receiving at the Closing Time a certificate, dated as signed by the Chief Executive Officer and the President of the Closing Date, signed by an officer of Corporation (or such other officers as the CorporationUnderwriters may agree to), in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the Compensation Warrants, the allotment and reservation of the Warrant Shares issuable upon exercise of the Warrants (including any Warrants issued upon exercise of the Compensation Warrants) and the authorization of the other agreements Transaction Documents and transactions contemplated hereinherein and therein; and (iii) the incumbency and signatures of signing officers of the Corporation; (i) the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSE; (j) the Underwriters receiving at the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereof; (k) the Underwriters receiving a lock-up agreement from each of the officers, directors and principal shareholders of the Corporation as set out in Section 8(y) herein; and (l) the Underwriters receiving such other documents or opinions as the Underwriters may reasonably request, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each acting reasonably; provided that, Beacon will provide written notice of any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days prior to the Closing Date.

Conditions of the Offering. The Underwriters’ obligations under this Agreement to purchase the Units are subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditions: (a) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the Underwriters, in a form acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the Offering Documents, as applicable, and the distribution of the Units without restriction; (c) the Corporation delivering to the Underwriters, at the Closing Time, a certificate dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon), in a form satisfactory to Beacon, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has been issued and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Underwriters and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws and the regulations thereunder; (ii) that the Corporation is a company incorporated under the laws of Canada and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option Certificates; (iii) as to the authorized share capital of the Corporation; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Certificates have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations on enforceability; (vi) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Canadian Securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect the issuance and listing of the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (x) that upon the payment of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documents; (g) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that those delivered to Canaccord and Beacon at the time of underwriters in connection with the Corporation’s initial public offeringoffering of units which closed on March 27, 2018; (h) the Underwriters receiving at the Closing Time a certificate, dated as of the Closing Date, signed by an officer of the Corporation, in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (i) the Unit Shares, the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSE; (j) the Underwriters receiving at the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the Corporation, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereof; (k) the Underwriters receiving a lock-up agreement from each of the officers, directors and principal shareholders of the Corporation as set out in Section 8(y) herein; and (l) the Underwriters receiving such other documents or opinions as the Underwriters may reasonably request, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each acting reasonably; provided that, Beacon will provide written notice of any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days prior to the Closing Date.

Conditions of the Offering. ‌ The Underwriters’ Underwriter’s obligations under this Agreement to purchase the Units are subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditions: (a) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the UnderwritersUnderwriter, in a form acceptable to the UnderwritersUnderwriter, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors and shareholders of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates Transaction Documents and the Offering Documents, as applicable, the granting of the Over-Allotment Option and the distribution of the Units without restriction; (c) the Corporation delivering to the UnderwritersUnderwriter, at the Closing Time, a certificate dated the Closing Date addressed to the Underwriters Underwriter and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon)Corporation, in a form satisfactory to Beaconthe Underwriter, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by materiality, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has receipts have been issued by the Securities Commissions in the Qualifying Jurisdictions for the Prospectus and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: Prospectus (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters Underwriter receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the UnderwritersUnderwriter, in form and substance acceptable to the Underwriters Underwriter acting reasonably, of Xxxxxx Law LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to the Underwriters Underwriter and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matters: (i) that the Corporation is a reporting issuer not in default of any requirement of the British Columbia Act and the regulations thereunder and has a similar status under the Canadian Securities Laws and of each of the regulations thereunderother Qualifying Jurisdictions; (ii) that the Corporation is a company incorporated under the laws of Canada the Province of British Columbia and has the corporate power and capacity to own or lease its properties and assets, carry on its business as it is currently conducted, and to execute, deliver and perform its obligations under this Agreement, the Warrant Indenture and the Compensation Option CertificatesTransaction Documents; (iii) as to that the authorized share capital of the CorporationCorporation consists of an unlimited number of Common Shares and specifying the number of issued and outstanding Common Shares immediately prior to the Closing Time; (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates Transaction Documents and the performance of the Corporation’s obligations hereunder and thereunder and this Agreement, the Warrant Indenture and the Compensation Option Certificates Transaction Documents have each been duly authorized, executed and delivered by the Corporation, and each constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with the terms thereof, subject to customary limitations on enforceability; (vi) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the performance of the Corporation’s obligations hereunder and thereunder thereunder, including the granting of the Over-Allotment Option and the issuance and the sale and delivery of the Units, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (A) any of the terms, conditions or provisions of the articles or by-laws of the Corporation, or any resolution of any of the directors (or committees of directors) or shareholders; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (vii) that all necessary forms have been filed with the CSE to effect NEO has conditionally approved the issuance and listing of the Unit Shares, Common Shares and the Warrant Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing the conditions set forth in the conditional approval letter of the CSENEO; (viii) that all necessary corporate action has been taken by the Corporation to authorize the issuance of the Unit Shares, Common Shares and Warrants comprising the Units and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (x) that upon the payment of the Offering Price therefor, the Unit Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (x) that the Warrants have been validly created and issued by the Corporation; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Unit Shares and Warrants comprising the Over-Allotment Units have been authorized and allotted for issuance and, upon the due exercise of the Over-Allotment Option, the Over-Allotment Units, Over-Allotment Shares and/or Over-Allotment Warrants will be validly created and issued, as applicable; (xiii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created issued as fully paid and issued, as applicablenon-assessable Common Shares; (xiiixiv) that the Compensation Warrants issuable upon the exercise of the Compensation Options have been validly created and issued by the Corporation; (xv) that the Compensation Warrant Shares issuable upon the exercise of the Compensation Warrants have been authorized and allotted for issuance and, upon the due exercise of the Compensation Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xvi) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Corporation to qualify the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and who have complied with the relevant provisions of applicable Canadian Securities Laws; (xivxvii) that the issuance of the Warrant Shares issuable upon the exercise of the Warrants, the Compensation Shares and Compensation Warrants issuable upon exercise of the Compensation Options, and the Compensation Warrant Shares issuable upon exercise of the Compensation Warrants are exempt from the prospectus requirements of applicable Canadian Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Canadian Securities Laws to permit such issuances; (xviii) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xvxix) that the attributes of the Unit Shares, Warrants and Compensation Options (and the securities underlying such Compensation Options) are consistent in all material respects with the description thereof in the Prospectus; (xx) that the form of the certificates respecting the Unit Shares, Warrants and Compensation Options have been approved and adopted by the board of directors of the Corporation and do not conflict with the articles or by-laws of the Corporation or any applicable Laws; and (xvixxi) that the Transfer Agent, at its principal office in the City of CalgaryVancouver, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f) the Underwriters Underwriter receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the UnderwritersUnderwriter, in form and substance acceptable to the UnderwritersUnderwriter acting reasonably, from each of the Subsidiaries’ Subsidiary’s respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) all of the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documentsname of the Corporation or a Subsidiary, as applicable; (gf) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time of the Corporation’s initial public offering; (h) the Underwriters Underwriter receiving at the Closing Time a certificate, dated as of the Closing Date, signed by an officer the corporate secretary of the CorporationCorporation (or such other officer as the Underwriter may agree to), in a form satisfactory to the Co-Lead UnderwritersUnderwriter, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to: (i) the constating documents and articles of the Corporation; (ii) the resolutions of the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (g) the Underwriter receiving at the Closing Time on the Closing Date a certificate of status or the equivalent dated within one Business Day of the Closing Date, in respect of the Corporation and the Subsidiaries; (h) the Underwriter shall have received a certificate from the Transfer Agent, as to the number of issued and outstanding Common Shares as at the end of the Business Day on the day prior to the Closing Date; (i) the Unit Shares, the Warrant Common Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant to the Offering being approved (including, for listing greater certainty, the Warrant Shares, the Compensation Shares and the Compensation Warrant Shares) are listed and posted for trading on the CSENEO, subject only to the standard listing conditions of the CSENEO; (j) the Underwriters Underwriter receiving at the Closing Time on the Closing Date a comfort letters letter dated as of the Closing Date from the auditors of the Corporation’s Auditors, in form and substance satisfactory to the Underwriters, Underwriter acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a) hereof;; and (k) the Underwriters Underwriter receiving a lock-up agreement at the Closing Time on the Closing Date agreements from each of the Corporation’s senior officers, directors directors, insiders and principal shareholders holding greater than 5% of the issued and outstanding Common Shares, on a pro forma basis, in favour of the Underwriter (the “Lock-Up Agreements”) pursuant to which each will agree not to, for a period of 90 days following the Closing Date, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, securities of the Corporation as set out held by them, directly or indirectly, without the prior consent of the Underwriter, which consent shall not unreasonably withheld or delayed, provided that the Underwriter’s consent shall not be required in Section 8(y) herein; and connection with (li) the Underwriters receiving such exercise of previously issued options or other documents convertible securities; (ii) transfers among a shareholder and its affiliates for tax or opinions as other planning purposes; (iii) a tender or sale by a shareholder of securities of the Underwriters may reasonably requestCorporation in or pursuant to a take-over bid or similar transaction involving a change of control of the Corporation; or (iv) a secondary sale of Common Shares by directors, in each case in a form customary for transactions senior officers and insiders of this nature and all in a form satisfactory the Corporation pursuant to the UnderwritersNASDAQ Offering, each acting reasonably; provided that, Beacon will provide written notice that the terms of any such request for documents and opinions not explicitly contemplated by this Agreement at least three Business Days prior sale are no less favourable to the Closing DateUnderwriter and the purchasers than the price and terms of the Offering.

Conditions of the Offering. The Underwriters’ obligations under this Agreement to purchase the Units are conditional upon and subject to the representations and warranties of the Corporation contained in this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as of the date of this Agreement and as of the Closing Time, the performance by the Corporation of its obligations under this Agreement and each of the following conditionsto: (a1) the Preliminary Prospectus and the Prospectus having been signed and certified on behalf of the Corporation and filed with the Securities Commissions in accordance with Canadian Securities Laws and a receipt having been obtained therefor by the Corporation from the British Columbia Securities Commission, as principal regulator, evidencing that a receipt has been issued with respect to the Preliminary Prospectus and the Prospectus from each of the Securities Commissions; (b) receipt of evidence by the Underwriters, in a form acceptable to the Underwriters, acting reasonably, that all actions required to be taken by or on behalf of the Corporation, including the passing of all requisite resolutions of the directors of the Corporation, having been taken so as to approve the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates and the Offering Documents, as applicable, and the distribution of the Units without restriction; (c) the Corporation delivering to the Underwriters, Underwriters receiving at the Time of Closing Time, a certificate favourable legal opinions dated the Closing Date Date, addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation (or such other officers of the Corporation as are agreed to by the Corporation and Beacon), in a form satisfactory to Beacon, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries and after having carefully examined the Prospectus and any Supplementary Material, that: their counsel from (i) the Corporation has complied in all material respects (except where already qualified by materialityFasken Mxxxxxxxx DxXxxxxx LLP, in which case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by materiality, in which case the Corporation has satisfied in all respects) all the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) the representations and warranties of the Corporation contained in this Agreement and any certificate of the Corporation delivered hereunder are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Agreement; (iii) the Final Receipt has been issued and no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any Canadian Securities Laws or U.S. Securities Laws or by any Governmental Authority; (iv) since the respective dates as of which information is given in the Prospectus: (A) there has been no material change affecting the Corporation on a consolidated basis, and (B) no transaction has been entered into by the Corporation other than in the ordinary course of business, which is material to the Corporation on a consolidated basis, other than to be disclosed in the Prospectus or any Supplementary Material, as the case may be; and (v) there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact or a new material fact) contained in the Prospectus which material fact or change is of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus; (d) the Underwriters receiving, at the Closing Time, a legal opinion dated the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters acting reasonably, of counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation and counsel to the Underwriters as to the qualification of the Common Shares for sale to the public and as to other matters governed by the laws of the Qualifying Provinces other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact, fact on certificates of officers, of public officials and exchange of Exchange officials or of the auditors or transfer agent of the Corporation), with respect to the following matterseffect set forth below: (ia) that the Corporation is a reporting issuer not in default of any requirement of the Canadian Securities Laws having been amalgamated and the regulations thereunder; (ii) that the Corporation is a company incorporated existing under the laws of Canada and has Canada; (b) the Corporation having the corporate capacity and power and capacity to own or and lease its properties and assets, carry on assets and to conduct its business as it is currently conducted, described in the Final Prospectus and to execute, execute and deliver this Agreement and perform its obligations under this Agreement, to carry out the Warrant Indenture and the Compensation Option Certificatestransactions contemplated hereby; (iiic) as to the authorized and issued share capital of the CorporationCorporation being as described in the Final Prospectus; (ivd) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of each of the Preliminary Prospectus and the Prospectus and the filing thereof under Canadian Securities Laws in each of the Qualifying Jurisdictions; (v) that all necessary corporate action has having been taken by the Corporation to authorize the execution and delivery of this Agreement, the Warrant Indenture Agreement and the Compensation Option Certificates Agency Agreement and the performance of the Corporation’s its obligations hereunder and thereunder and this Agreement, the Warrant Indenture Agreement and the Compensation Option Certificates Agency Agreement have each been duly authorized, executed and delivered by the Corporation, Corporation and each this Agreement constitutes a legal, valid and binding agreement of the Corporationobligation of, and is enforceable against against, the Corporation in accordance with the its terms thereof, (subject to customary limitations on enforceability; (vibankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, contribution and waiver of contribution) and the execution and delivery by the Corporation of this Agreement and the Agency Agreement, the Warrant Indenture fulfilment of the terms hereof and thereof by the Corporation, and the Compensation Option Certificates issue, sale and delivery on the Closing Date of the Common Shares to the Underwriters and the performance of Agents as contemplated herein and in the Corporation’s obligations hereunder and thereunder Agency Agreement do not and will not constitute or result in a breach of or a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will constitute or result in a breach of or default underof, and do not and will not conflict with: (A) , any of the terms, conditions or provisions of the articles or by-laws of the Corporation; or (B) the Canada Business Corporations Act and all regulations thereunder and any securities Laws having force in the Province of British Columbia; (viie) that all necessary forms have been filed with the CSE to effect Option and the issuance and listing sale of the Unit Shares, the Warrant Common Shares (issuable upon the exercise of the Warrants) and the Compensation Shares (issuable upon the exercise of the Compensation Options) being issued and sold pursuant to the Offering, subject to the satisfaction of standard listing conditions of the CSE; (viii) that have been authorized by all necessary corporate action has been taken by on the Corporation to authorize the issuance part of the Unit Shares, Warrants and the Compensation Options; (ix) that the Warrants and the Compensation Options have been validly created and issued by the Corporation; (xf) that upon all documents required to be filed by the payment Corporation and all proceedings required to be taken by the Corporation under applicable Canadian Securities Laws having been filed and taken in order to qualify the distribution (or distribution to the public, as the case may be) of the Offering Price therefor, the Unit Common Shares partially comprising the Units will be duly and validly issued as fully paid and non-assessable Common Shares; (xi) that the Warrant Shares issuable upon the exercise of the Warrants have been authorized and allotted for issuance and, upon the due exercise of the Warrants in accordance with the terms thereof, will be validly issued as fully paid and non-assessable Common Shares; (xii) that the Compensation Shares issuable upon the exercise of the Compensation Options have been authorized and allotted for issuance and, upon the due exercise of the Compensation Options in accordance with the provisions thereof, will be validly created and issued, as applicable; (xiii) that all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by Provinces through investment dealers or brokers duly registered in the Corporation to qualify appropriate category under the distribution to the public of the Units in each of the Qualifying Jurisdictions through persons who are registered under applicable Canadian Securities Laws and laws thereof who have complied with the relevant provisions of applicable Canadian Securities Laws; (xiv) that the statements set forth in the Prospectus under the caption “Eligibility for Investment” and “Canadian Federal Income Tax Considerations” in the Prospectus are accurate, subject to the limitations and qualifications set out therein; (xv) that the attributes of the Unit Shares, Warrants and Compensation Options are consistent in all material respects with the description thereof in the Prospectus; and (xvi) that the Transfer Agent, at its office in the City of Calgary, has been duly appointed as the transfer agent and registrar for the Common Shares and the Warrant Agent has been duly appointed as warrant agent in respect of the Warrants; (e) if any Units are sold in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons, and if requested by the Underwriters, the Underwriters receiving, at the Closing Time on the Closing Date, a legal opinion dated as of the Closing Date, to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, acting reasonably, of United States legal counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of the Corporation), to the effect that the offer and sale of the Units in the United States, or to or for the account or benefit of, persons within the United States or U.S. Persons is not required to be registered under the U.S. Securities Act, provided such offers and sales are made in accordance with Schedule “A” hereto; it being understood that such counsel need not express its opinion with respect to any resale of the Units; (f) the Underwriters receiving at the Closing Time on the Closing Date, legal opinions to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from each of the Subsidiaries’ respective counsel (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers, public and exchange officials or of the auditors or transfer agent of each Subsidiary, as applicable), that (A) the Subsidiary is a corporation existing under the laws of its jurisdiction of incorporation or amalgamation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted and to own, lease and operate its property and assets; and (B) the issued and outstanding shares of capital of such Subsidiary are registered as set out in the Offering Documentsthereof; (g) the Underwriters receiving at the Closing Time Common Shares having been conditionally approved for listing on the Closing Date, legal opinions TSX subject only to be addressed to the Underwriters, in form and substance acceptable to the Underwriters, from the Corporation’s regulatory counsel to the effect that the Corporation and CP Logistics, LLC and A1 Xxxxx, LLC are in compliance with applicable state cannabis laws in the United States in a form materially similar to that delivered to Canaccord and Beacon at the time documentary filing requirements of the Corporation’s initial public offeringsuch Exchange; (h) the Underwriters receiving at the Closing Time a certificate, dated as attributes and characteristics of the Closing Date, signed by an officer Common Shares being accurately summarized in all material respects under the heading “Description of Share Capital” in the Corporation, in a form satisfactory to the Co-Lead Underwriters, acting reasonably, certifying for and on behalf of the Corporation and without personal liability, with respect to:Final Prospectus; (i) the constating documents Common Shares, when issued by the Corporation upon receipt of the aggregate purchase price as consideration for the issue thereof, having been validly issued by the Corporation and articles being fully-paid and non-assessable shares in the capital of the Corporation; (iij) as to certain Canadian federal income tax matters, as described in the resolutions of Final Prospectus under the board of directors of the Corporation relevant to the issue and sale of the Units and the authorization of the other agreements and transactions contemplated hereinheading “Eligibility for Investment”; and (iiik) a “10b-5” opinion to the incumbency and signatures of signing officers effect that during the course of the Corporation’s preparation of the Final Prospectus and its participation in conferences with officers and other representatives of the Corporation, the Corporation’s independent public accountants, the Agents and the Underwriters and their counsel, during which the contents of the Final Prospectus were discussed, and while it has not independently verified and is not passing upon the accuracy, completeness or fairness of the statements made in the Final Prospectus except as explicitly set forth in paragraph (k) hereof, no facts have come to its attention that lead it to believe that the Final Prospectus contained any untrue statement of a material fact (as such term is defined in the Securities Act (Ontario)) or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (other than the financial statements and notes thereto and related schedules therein or other financial data derived from accounting records; other than Appendix C to the Final Prospectus; and other than statistical, ore reserve and resource and geological information, as to which such counsel is not expressing an opinion); and (ii) from Dxxxx Xxxxxx & Sxxxxx LLP, the Corporation’s U.S. counsel, as to those matters set forth in Schedule B to the Agency Agreement, in each case addressed to the Underwriters, dated the Closing Date, and in form and substance satisfactory to the Underwriters and their counsel acting reasonably; (i2) the Unit Shares, Underwriters having received the Warrant Shares (issuable upon the exercise of the Warrantscomfort letters referred to in Section 9(1)(a) and the Compensation Shares (issuable upon the exercise of the Compensation Options) issued pursuant to the Offering being approved for listing on the CSE, subject only to the standard listing conditions of the CSESection 9(1)(b); (j3) the Underwriters receiving at having received comfort letters, dated the Closing Time on the Closing Date comfort letters dated as of the Closing Date from the auditors of the CorporationDate, in form and substance satisfactory to the Underwriters, acting reasonably, bringing forward to a date not more than two Business Days business days prior to the Closing Date the information contained in the comfort letter referred to in Section 9(a9(1)(a) and Section 9(1)(b); (4) the Underwriters receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Underwriters and their counsel acting reasonably, addressed to the Underwriters and their counsel, from local counsel to the Corporation, as to mining title matters with respect to each of the Material Resource Properties (other than Hwini-Butre); (5) the Underwriters receiving at the Time of Closing a legal opinion (or opinions) dated the Closing Date, in form and substance satisfactory to the Underwriters and their counsel, addressed to the Underwriters and their counsel, from local counsel to the Corporation, stating that each of the Material Subsidiaries has been duly created and is validly existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, and that the Corporation or a Material Subsidiary owns all of the issued and outstanding share capital of such corporations, except as set out in Schedule A; (6) at the Time of Closing, there having been no material adverse change in the business, affairs, operations, assets, liabilities or financial condition of the Corporation on a consolidated basis since the date hereof; (k7) at the Time of Closing, CIBC Mellon Trust Company, at is principal office in Vancouver, having been duly appointed as the transfer agent and registrar for the Common Shares; (8) the Agency Agreement having been executed by the Corporation and the Agents; (9) the Underwriters receiving Corporation delivering a lock-up agreement from each of the officers, directors and principal shareholders certificate signed on behalf of the Corporation as set out in Section 8(y) herein; and (l) by the Chief Executive Officer of the Corporation and the Chief Financial Officer of the Corporation, addressed to the Underwriters receiving such other documents or opinions as and dated the Underwriters may reasonably requestClosing Date, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Underwriters, each Underwriters and their counsel acting reasonably; provided , certifying for and on behalf of the Corporation and not in their personal capacities that, Beacon will provide written notice to the actual knowledge of any the persons signing such request for documents certificate, after having made due inquiry: (a) the Corporation has complied in all respects with all covenants and opinions not explicitly contemplated by satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at least three Business Days or prior to the Time of Closing on the Closing Date; (b) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Common Shares or any of the Corporation’s issued securities has been issued and no proceeding for such purpose is pending or, to the knowledge of such officers, threatened; (c) no order suspending the effectiveness of the U.S. Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or, to the knowledge of such officers, threatened by the SEC and any additional information requested on the part of the SEC shall have been complied with to the reasonable satisfaction of the Underwriters; (d) the Corporation is a “reporting issuer” or its equivalent under the securities laws of each of the Qualifying Provinces and eligible to use the POP System and no material change relating to the Corporation on a consolidated basis has occurred since the date hereof with respect to which the requisite material change report has not been filed and no such disclosure has been made on a confidential basis that remains subject to confidentiality; and (e) all of the representations and warranties made by the Corporation in this Agreement are true and correct as of the Time of Closing with the same force and effect as if made at and as of the Time of Closing after giving effect to the transactions contemplated hereby; and (10) the Underwriters receiving at the Time of Closing such further certificates, opinions of counsel and other documentation from the Corporation as are consistent with the transactions contemplated herein and provided that no less than 48 hours notice thereof is given prior to the Time of Closing.