Representative Matters

MediPharm Labs Corp. to Acquire VIVO Cannabis Inc.

MediPharm Labs Corp. (TSX:LABS) and VIVO Cannabis Inc. (TSX:VIVO), two global leaders in the medical wellness cannabis industry, entered into a definitive arrangement agreement whereby MediPharm will acquire all of the issued and outstanding shares of VIVO, resulting in the combination of their synergistic businesses.

Under the terms of the arrangement agreement, holders of common shares of VIVO ("VIVO Shares") will receive between 0.2110 and 0.4267 common shares of MediPharm for each VIVO Share held, subject to adjustment (the "Exchange Ratio"). The Exchange Ratio at closing will be determined by the amount of interim working capital of VIVO (the "Interim Working Capital"), taking into account any funds advanced by MediPharm to VIVO up to a maximum of $3.75 million, by way of a promissory note. The Interim Working Capital will allow VIVO to continue operations in the ordinary course throughout the proposed closing period. Upon the completion of the transaction, existing MediPharm shareholders are expected to own between 65% and 79% of the combined company resulting from the transaction and VIVO shareholders are expected to own between 35% and 21% of the combined company.

Aird & Berlis is acting as legal counsel to MediPharm, with a team comprising Adria Leung Lim, Jackson Phillips, Amy Marcen-Gaudaur, Meredith McCann, Barbra Worndl, Steve Hundal, Mistrale Lepage-Chouinard, Annie Xie and Karlie Nordstrom.