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CORPORATE GOVERNANCE DISCLOSURE
Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders and considers the role of the individual members of management who are appointed by the Board and who are charged with day-to-day management of the Company. Sativa Wellness Group Inc is managed with reference to CSE and AQUIS rules and regulations as well as the QCA corporate governance code. See the QCA code adoption by the company here.
Pursuant to Canadian National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”), the Company is required to disclose its corporate governance practices. The Board will monitor such practices on an ongoing basis and when necessary implement such additional practices as it deems appropriate.
National Policy 58-201 – Corporate Governance Guidelines establishes corporate governance guidelines to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices, which are both in the interest of its Shareholders and contribute to effective and efficient decision making.
In order to comply with rule 71 of the AQSE Rules we are providing the information below.
The location of incorporation for Sativa Wellness Group Inc is British Columbia, Canada.
The Company has the following Ordinary Shares, Options and Warrants outstanding:
Common Shares | 364,615,913 |
Options | 38,970,050 |
Warrants | 48,686,830 |
The table below sets out a summary of the terms of the options and warrants that have been issued by the Company.
| Option / Warrant Instrument | Number | Exercise price per Common Share | Exercise period – From | Exercise period – To | % of Issued Share Capital following exercise |
| Value capped options / MIP shares | 27,952,569 | June 03, 2020 | June 03,2025 | 7.7% | |
| MIP shares | 446,759 | June 17, 2020 | June 17, 2025 | 0.1% | |
| MIP shares | 979,435 | August 23, 2020 | August 23, 2025 | 0.3% | |
| Options | 4,188,375 | $ 0.025 | September 30, 2020 | March 01, 2023 | 1.1% |
| Options | 335,070 | $ 0.050 | September 30, 2020 | March 01, 2023 | 0.1% |
| Options | 748,323 | $0.075 | September 30, 2020 | March 30, 2030 | 0.2% |
| Options | 1,861,500 | $ 0.112 | September 30, 2020 | March 30, 2030 | 0.5% |
| Options | 360,845 | $0.326 | September 30, 2020 | March 30, 2030 | 0.1% |
| Options | 350,000 | $0.63 | October 15, 2018 | October 15, 2023 | 0.1% |
| Options | 300,000 | $1.23 | May 27, 2019 | May 27, 2024 | 0.1% |
| Warrants | 1,447,173 | $0.062 | July 8, 2021 | July 8, 2025 | 0.4% |
| Warrants | 10,328,533 | $0.242 | January 12, 2018 | January 12, 2023 | 2.8% |
| Warrants | 3,097,500 | $0.100 | December 19, 2021 | December 19, 2023 | 0.8% |
| Warrants | 26,110,463 | $0.1050 | March 31, 2021 | March 31, 2023 | 7.2% |
| Warrants | 7,703,159 | $0.1050 | March 31, 2021 | March 31, 2023 | 2.1% |
| Warrants | 1,447,173 | $0.062 | July 8, 2021 | July 8, 2024 | 0.4% |
Full exercise of all outstanding options and warrants would result in dilution of approximately 19.5%.
Name – Number of Ordinary Shares – % of issued Share Capital
| Name | Holding | Percentage |
| Mr Geremy Thomas / Carbon Managers Ltd | 78,406,380 | 21.5% |
| Bmak Investment LTD / Ken Lawrence | 15,189,841 | 4.2% |
| Exhall Pty Ltd / Clive Standish | 13,600,555 | 3.7% |
N.B 64.7% of common shares are in public hands
