Shareholder information

Introduction

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.

Country of incorporation

The location of incorporation for Sativa Wellness Group Inc is British Columbia, Canada.

Articles of Association / Name change certificate

AGM Sept 16, 2021

AGM Jan 26, 2021

Financial Results

Securities in issue

Number of securities

The Company has the following Ordinary Shares, Options and Warrants outstanding:

Common Shares

364,615,913

Options

38,620,050

Warrants

49,317,379

Table of Terms

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 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 26,741,012 $0.1050 March 31, 2021 March 31, 2023 7.3%
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 19.4%.

Substantial Shareholders

Name – Number of Ordinary Shares – % of issued Share Capital

NameHoldingPercentage
Mr Geremy Thomas / Carbon Managers Ltd78,406,38021.5%
Bmak Investment LTD / Ken Lawrence15,189,8414.2%
Exhall Pty Ltd / Clive Standish13,600,5553.7%

N.B 64.7% of common shares are in public hands

Table of Contents

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