(f-1)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

ABATTIS BIOCEUTICALS CORP.

(Exact name of registrant as specified in its charter)

1040 - 885 West Georgia Street, Vancouver, British Columbia, V6C 3H1
604-336-0881

(Address, including zip code, and telephone number,

including area code, of Registrant's principal executive office)

William Fleming

1040 - 885 West Georgia Street, Vancouver, British Columbia, V6C 3H1
604-336-0881

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practical after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Calculation of Registration Fee

Notes:

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED April 27, 2015

ABATTIS BIOCEUTICALS CORP.

Distribution of

180,000,000 Shares of Common Stock

The selling stockholders identified in this prospectus may offer and sell up to 180,000,000 shares of our common stock (the "Shares"), which will consist of 180,000,000 shares of common stock issued to Dutchess Opportunity Fund, II, LP ("Dutchess" or the "Selling Security Holder") pursuant to an Investment Agreement dated January 28, 2015 (the "Investment Agreement").

The selling stockholders may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices or at negotiated prices.

The Investment Agreement with Dutchess provides that, for a period of thirty-six (36) months commencing on the effective date of the registration statement, Dutchess is committed to purchase up to $25,000,000 of our common stock.  We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Investment Agreement.  The 180,000,000 Shares included in this prospectus represent the Shares issuable to the Selling Security Holder under the Investment Agreement.

Dutchess is an "underwriter" within the meaning of the Securities Act of 1933 (the "Securities Act") in connection with the resale of our common stock under the Investment Agreement.  No other underwriter or person has been engaged to facilitate the sale of shares of our common stock in this offering.  Dutchess will pay us ninety-five percent (95%) of the volume weighted average price of the Company's common stock for the five (5) consecutive trading days after the Company delivers to Dutchess an advance notice in writing requiring Dhess to advance funds (an "Advance") to the Company, subject to the terms of the Investment Agreement.

We will not receive any proceeds from the sale of these Shares offered by the Selling Security Holder.  However, we will receive proceeds from the sale of our Shares under the Investment Agreement.  The proceeds will be used for working capital or general corporate purposes.  We will bear all costs associated with this registration.

We are currently listed on the OTCQX.  Our common stock is quoted on the OTCQX under the symbol "ATTBF".  The Shares registered hereunder are being offered for sale by the Selling Security Holder at prices established on the OTCQX during the term of this offering.  On April 24, 2015, the closing price as reported on the OTCQX was $0.101 per share.  This price will fluctuate based on the demand for our common stock.

We are also listed on the Canadian Securities Exchange (the "CSE") under the trading symbol "ATT". On April 24, 2015, the closing price as reported on the CSE was CDN $0.12 per share. This price will fluctuate based on the demand for our common stock.

The Company qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, which became law in April 2012 and will be subject to reduced public company reporting requirements. See "The Company: Jumpstart Our Business Startups Act" contained herein.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission (the "SEC") is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

We are an "emerging growth company" as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

This investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss.  See "Risk Factors" beginning on page 13.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

The date of this prospectus is April 27, 2015.

TABLE OF CONTENTS

DEALER AND PROSPECTUS DELIVERY OBLIGATIONS

Until 90 days after the effective date of this prospectus, all dealers that effect transactions in these securities, whether participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

 

CURRENCY AND EXCHANGE RATES

All dollar amounts in this prospectus are expressed in Canadian dollars unless otherwise indicated. The Company's accounts are maintained in Canadian dollars and the Company's financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. All reference to "U.S. dollars", "USD", or to "US$" are to United States dollars.

The following table sets forth the rate of exchange for the Canadian dollar, expressed in United States dollars in effect at the end of the periods indicated, the average of exchange rates in effect during such periods, and the high and low exchange rates during such periods based on the noon rate of exchange as reported by the Bank of Canada for conversion of Canadian dollars into United States dollars.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as "project", "believe", "anticipate", "plan", "expect", "estimate", "intend", "should", "would", "could", or "may", or other such words, verbs in the future tense and words and phrases that convey similar meaning and uncertainty of future events or outcomes to identify these forward-looking statements. There are a number of important factors beyond our control that could cause actual results to differ materially from the results anticipated by these forward-looking statements. While we make these forward-looking statements based on various factors and using numerous assumptions, you have no assurance the factors and assumptions will prove to be materially accurate when the events they anticipate actually occur in the future.

The forward-looking statements are based upon our beliefs and assumptions using information available at the time we make these statements. We caution you not to place undue reliance on our forward-looking statements as (i) these statements are neither predictions nor guaranties of future events or circumstances, and (ii) the assumptions, beliefs, expectations, forecasts and projections about future events may differ materially from actual results. We undertake no obligation to publicly update any forward-looking statement to reflect developments occurring after the date of this prospectus.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus.  This summary does not contain all the information that you should consider before investing in the common stock of the Company.  You should carefully read the entire prospectus, including "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Financial Statements, before making an investment decision. In this prospectus, the terms "Company," "we," "us" and "our" refer to Abattis Bioceuticals Corp.

Corporate Overview

Abattis Bioceuticals Corp. ("Abattis" or the "Company"), was incorporated in British Columbia on June 30, 1997 under the name "Sinocan Capital Group Inc." The Company changed its name to Sican Ventures Inc. on September 29, 1997, to Abattis Biologix Corporation on September 14, 2009 and to Abattis Bioceuticals Corp. on September 5, 2012. As of April 27, 2015, there were 69,667,951 shares of common stock outstanding.

Our principal executive offices are located at 1040 - 885 West Georgia Street, Vancouver, British Columbia, V6C 3H1. Our telephone number is (604) 336-0881. Our internet address is www.abattis.com. Information on our website does not constitute part of this prospectus.

We are a reporting issuer in the Canadian provinces of British Columbia, Alberta, and Ontario. Our common shares are listed on the Canadian Securities Exchange under the symbol "ATT" and are quoted under the OTCQX under the symbol "ATTBF".

Our Current Business

Overview

Abattis is a specialty biotechnology company who intends with capabilities through its wholly owned subsidiaries of cultivating, licensing, and marketing proprietary ingredients, bio-similar compounds, patented equipment and consulting services to medicinal markets in North America. Management believes the Company is positioned to capitalize on the fast growing trend toward marijuana legalization in the United States and for medicinal use in Canada and international jurisdictions by supplying and collaborating with companies to employ its vertical cultivation systems, extraction equipment/technology, and strategic marketing support to licensed growers. The Company also has an extensive pipeline of high-quality products and intellectual property for the rapidly expanding botanical drug market. We follow strict Standard Operating Protocols and adhere to the laws of Canada and Foreign Jurisdictions. As of the date of this prospectus, we have not commenced the actual production and sale of medical marijuana but are seeking to lay the foundation to commence this business.

Canadian Regulatory Changes Regarding Medical Marijuana

Until recently, the medical use of marijuana in Canada was governed by the Marihuana Medical Access Regulations (or MMAR), a regulation to the federal Controlled Drugs and Substances Act (or CDSA), which allowed qualified patients to access medical marijuana by growing their own marijuana, designating a third party to grow marijuana for them, or purchasing marijuana directly from Health Canada, the department of the federal Canadian government which oversees public health matters. Although the MMAR was repealed effective March 31, 2014, preliminary injunction orders rendered by the Federal Court of Canada on March 21, 2014 and May 7, 2014 have exempted certain MMAR patients from the repeal, pending a trial of the issues raised in those proceedings.

Since April 1, 2014, access to medical marijuana in Canada has been exclusively pursuant to the Marihuana for Medical Purposes Regulations (or MMPR), the bulk of which came into force in 2013. The MMPR, which is also a regulation to the CDSA creates a licensing scheme for the commercial production and distribution of dried marijuana for medical purposes. Patients (other than those subject to the preliminary injunction orders previously mentioned) are now prohibited from growing their own medical marijuana. Rather, the production and distribution of medical marijuana is restricted to licensed producers pursuant to the MMPR. Licensed producers are permitted to grow strains of their choosing based on market demand and to freely set pricing for their various marijuana strains.

Our Products and Their Markets

Through our Northern Vine Canada Inc. ("N. Vine") subsidiary, we have applied to obtain a license through Health Canada for handling, extraction and analytics of marijuana. N. Vine, under Health Canada's new regulations, intends to begin operations in a commercial property in Langley, British Columbia. N. Vine will produce medical marijuana, conduct research and development, and coordinate its distribution efforts at the Langley facility. We also plan to retrofit and secure a second location in Squamish, British Columbia.

The Company has a four-pronged approach to furthering its products offered and services provided: research and development, horticultural supremacy, distribution and market penetration, and asset security. These four principles will be the focus of our growth and potential partnerships in the future.

Upon initial entry into the market, we expect to offer a number of products based on different strains of marijuana and undergo regular review based on customer feedback, sales data and customer data to ensure the optimal suite of products are available that not only maximizes sales but also meets customers' evolving needs.

For a more detailed description of the Company, please refer to the section "DESCRIPTION OF BUSINESS".

Selling Security Holder

Dutchess Opportunity Fund, II, LP

Dutchess is the manager for several global investment funds that provide capital to start-up, pre-IPO and publicly-traded companies worldwide. Since 1996, Dutchess has made over 400 investments globally, with a total transaction value exceeding $2 billion.

Dutchess provides plain vanilla, as well as structured equity and debt financings, for companies located throughout North America, UK and Continental Europe, Australia, Asia and Latin America.

For more information, visit www.dutchesscapital.com.

Dutchess may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices or at negotiated prices.

Dutchess Investment Agreement

This prospectus relates to the resale of up to 180,000,000 Shares by Dutchess of which up to 180,000,000 Shares are to be issued to Dutchess pursuant to a Put Notice(s) under the Investment Agreement.

Dutchess will obtain our common stock pursuant to the Investment Agreement entered into by Dutchess and us, dated January 28, 2015.

Although we are not mandated to sell shares under the Investment Agreement, the Investment Agreement gives us the option to sell to Dutchess, up to $25,000,000 worth of Shares, without par value per share over a thirty-six (36) month period following effectiveness of the registration of which this prospectus forms a part. We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Investment Agreement. The purchase price of the common stock shall be set at ninety-five percent (95%) of the volume weighted average price ("VWAP") of the common stock during the pricing period. The pricing period shall be the five (5) consecutive trading days immediately after the Put Notice Date (the "Pricing Period"). The Put Amount shall be equal to up to either (1) two-hundred-and-fifty-thousand ($250,000); (2) two hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the three (3) Trading Days prior to the applicable Put Notice Date. The obligation of Dutchess to purchase our shares is contingent upon our filing of a registration statement registering the shares of our Common Stock with the SEC and such registration statement being declared effective, as well as our Common Stock continuing to be listed for trading, among other things. There are no assurances that our registration statement will be deemed effective, or that we will elect to take advantage of this opportunity.

On each Put Notice submitted to Dutchess by us, we have the option to specify a suspension price ("Suspension Price") for that Put. In the event the Common Stock price falls below the Suspension Price, the Put shall be temporarily suspended. The Put shall resume at such time as the Common Stock is above the Suspension Price, provided the dates for the Pricing Period for that particular Put are still valid. In the event the Pricing Period has been completed, any shares above the Suspension Price due to Dutchess shall be sold by us at the Suspension Price under the terms of this Agreement. The Suspension Price for a Put may not be changed by us once submitted to Dutchess.

In addition, there is an ownership limit for Dutchess of 4.99%.

On any Closing Date, we shall deliver to Dutchess the number of shares of the Common Stock registered in the name of Dutchess as specified in the Put Notice. In addition, we must deliver the other required documents, instruments, and writings. Dutchess is not required to purchase the shares unless:

Dutchess will not engage in any "short-sale" (as defined in Rule 200 of Regulation SHO) of our common stock at any time during this Agreement. On January 28, 2015 and as amended on April 1, 2015, we entered into a Registration Rights Agreement with Dutchess requiring, among other things that we prepare and file with the SEC a Registration Statement on Form F-1 covering the resale of the shares issuable to Dutchess under the Investment Agreement. As per the Investment Agreement, Dutchess' obligations are not assignable.

Offering

The following is a brief summary of this offering:

Summary Financial Data

The summary financial information set forth below has been derived from the financial statements of Abattis for periods presented and should be read in conjunction with the financial statements and the notes thereto included elsewhere in this prospectus and in the information set forth in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations."

RISK FACTORS

This section of the prospectus discloses all material risks known to us.  We do not make, nor have we authorized any other person to make, any representation about the future market value of our common stock.  In addition to the other information contained in this prospectus, the following factors should be considered carefully in evaluating an investment in our securities.  If any of the risks discussed below materialize, our common stock could decline in value or become worthless.

Risk Factors Related to the Offering

Existing stockholders may experience significant dilution from the sale of our common stock pursuant to the Investment Agreement.

The sale of our common stock to Dutchess in accordance with the Investment Agreement may have a dilutive impact on our shareholders. As a result, our net income per share could decrease in future periods and the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise our put options, the more shares of our common stock we will have to issue to Dutchess in order to exercise a put under the Investment Agreement. If our stock price decreases, then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering.

The perceived risk of dilution may cause our stockholders to sell their shares, which may cause a decline in the price of our common stock. Moreover, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our common stock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our common stock.

The issuance of shares pursuant to the Investment Agreement may have a significant dilutive effect.

Depending on the number of shares we issue pursuant to the Investment Agreement, it could have a significant dilutive effect upon our existing shareholders. Although the number of shares that we may issue pursuant to the Investment Agreement will vary based on our stock price (the higher our stock price, the less shares we have to issue) the information set out below indicates the potential dilutive effect to our shareholders, based on different potential future stock prices, if the full amount of the Investment Agreement is realized.

Dilution based upon common stock put to Dutchess and the stock price discounted to Dutchess' purchase price of 95% of the Market Price of the VWAP during the pricing period.  The example below illustrates dilution based upon a $0.20 market price/$0.19 purchase price and other increased/decreased prices (without regard to Dutchess' 4.99% ownership limit):

$25,000,000 Put

 
Note:

Dutchess will pay less than the then-prevailing market price of our common stock, which could cause the price of our common stock to decline.

Our common stock to be issued under the Investment Agreement will be purchased at a discount of 95% of the Market Price (subject to a minimum price of $0.05) of the VWAP during the five trading days immediately following our notice to Dutchess of our election to exercise our "put" right.

Dutchess has a financial incentive to sell our shares immediately upon receiving the shares to realize the profit between the discounted price and the market price. If Dutchess sells our shares, the price of our common stock may decrease. If our stock price decreases, Dutchess may have a further incentive to sell such shares. Accordingly, the discounted sales price in the Investment Agreements may cause the price of our common stock to decline.

Dutchess has entered into similar agreements with other public companies and may not have sufficient capital to meet our put notices.

Dutchess has entered into similar Investment Agreements with other public companies, and some of those companies have filed registration statements with the intent of registering shares to be sold to Dutchess pursuant to the Investment Agreement. We do not know if management at any of the companies who have or will have effective registration statements intend to raise funds now or in the future, what the size or frequency of each put request would be, if floors will be used to restrict the amount of shares sold, or if the Investment Agreement will ultimately be cancelled or expire before the entire amount of shares are put to Dutchess. Since we do not have any control over the requests of these other companies, if Dutchess receives significant requests, it may not have the financial ability to meet our requests. If so, the amount of available funds may be significantly less than we anticipate.

We are registering an aggregate of 180,000,000 shares of common stock to be issued under the Investment Agreement. The sale of such shares could depress the market price of our common stock.

We are registering an aggregate of 180,000,000 shares of common stock under the registration statement of which this prospectus forms a part for issuance pursuant to the Investment Agreement. The sale of these shares into the public market by Dutchess could depress the market price of our common stock.

Risks Related to Our Business and Industry

We are reliant on our senior management team. The loss of any of these key personnel may hamper our ability to manage a publicly traded company while developing our products, which may harm our business.

The Company strongly depends on the business and technical expertise of its management and consultants, and it is unlikely that this dependence will decrease in the near term. Loss of the Company's key personnel could slow the Company's ability to innovate, although the effect on ongoing operations would be manageable as experienced key operations personnel could be put in place. As the Company's operations expand, additional general management resources will be required.

If the Company expands its operations, the ability of the Company to recruit, train, integrate and manage a large number of new employees is uncertain and failure to do so would have a negative impact on the Company's business plans.

Given our lack of revenue and cash flow, we will need to raise additional capital, which may be unavailable to us or, even if consummated, may cause dilution or place significant restrictions on our ability to operate.

According to our management's estimates, based on our current cash on hand and further based on our budget, we believe that we will have sufficient resources to continue our activities only into June, 2015.

Since we are likely to be unable to generate sufficient, if any, revenue or cash flow to fund our operations for the foreseeable future, we will need to seek additional equity or debt financing to provide the capital required to establish or expand our operations. We may also need additional funding for developing products and services, increasing our sales and marketing capabilities, promoting brand identity, and acquiring complementary companies, technologies and assets, as well as for working capital requirements and other operating and general corporate purposes.

Other than our agreement with Dutchess, we do not currently have any arrangements or credit facilities in place as a source of funds, and there can be no assurance that we will be able to raise sufficient additional capital on acceptable terms, or at all.  If such financing is not available on satisfactory terms, or is not available at all, we may be required to delay, scale back or eliminate the development of business opportunities, our operations and financial condition may be materially adversely affected and our business might fail. 

If we raise additional capital by issuing equity securities, the percentage ownership of our existing stockholders may be reduced, and accordingly these stockholders may experience substantial dilution.  We may also issue equity securities that provide for rights, preferences and privileges senior to those of our common stock. Given our need for cash and that equity raising is the most common type of fundraising for companies like ours, the risk of dilution is particularly significant for stockholders of our company.

Debt financing, if obtained, may involve agreements that include liens on our assets, covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, could increase our

expenses and require that our assets be provided as a security for such debt.  Debt financing would also be required to be repaid regardless of our operating results.

If we raise additional funds through collaborations and licensing arrangements, we may be required to relinquish some rights to our technologies or candidate products, or to grant licenses on terms that are not favorable to us.

We are subject to significant regulation by the Canadian Federal Government. There is no assurance that we or our affiliates will be granted licensed producer status by Health Canada. Any failure or delay in obtaining such status would materially and adversely affect our operations.

The Company depends heavily on the success of acquiring a Production License from Health Canada to be able to grow, store and distribute medical marijuana in Canada. There is no assurance that we or our affiliates will be approved by Health Canada or will be granted licensed producer status. Should we or our affiliates be unable to obtain all required licenses, or if the regulations in Canada continue to change, our business would not be able to operate or there could be significant cost to change our operations to remain compliant with the laws and regulations.

Once a Production License is obtained, any failure to comply with the terms of the Production License, or any failure to renew the Production License after its expiry date, would have a material adverse impact on the financial condition and operations of our business.

The Company's operations are subject to regulations promulgated by government regulatory agencies from time to time. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations. However, there can be no guarantee that the Company will be able to obtain and maintain, at all times, all necessary licenses and permits required to carry out its business.

There are many regulations and governmental agencies that regulate the medical marijuana industry, and there will likely be increased and/or changing regulations as the industry becomes more mainstream with more participants.

The Company's operations are subject to a variety laws, regulations and guidelines relating to the manufacture, management, transportation, storage and disposal of medical marijuana but also including laws and regulations relating to health and safety, the conduct of operations and the protection of the environment. While to the knowledge of management, the Company is currently in compliance with all such laws, changes to such laws, regulations and guidelines due to matters beyond the control of the Company may cause adverse effects to its operations.

The MMPR is a new regime established in June 2013. As such, revisions to the regime could be implemented which could have an impact on the Company's operations. There is also some uncertainty regarding the likely interpretation of certain regulatory provisions by the regulator. Changes in legislation or regulator interpretation could negatively impact the operations of the Company. Similarly, a change in government could result in meaningful changes to the regulatory regime under which the Company operates, which could negatively impact its operations.

On March 21, 2014, the Federal Court of Canada issued an order affecting the repeal of the MMAR and the application of certain portions of the MMPR which are inconsistent with the MMAR in response to a motion brought by four individuals. As of the date of this prospectus, the Government of Canada has indicated its intention to appeal the order but it is unclear whether this will be successful or how the Federal Court of Canada might ultimately decide the case to which the order relates. The risks to the business of the Company represented by this or similar actions are that they might lead to court rulings or legislative changes that allow those with existing licenses to possess and/or grow medical marijuana and perhaps others to opt out of the regulated supply system implemented through the MMPR, in which the Company is a Licensed Producer. This could significantly reduce the addressable market for the

Company's products and could materially and adversely affect the business, financial condition and results of operations of the Company.

While the impact of such changes are uncertain and are highly dependent on which specific laws, regulations or guidelines are changed and on the outcome of any such court actions, it is not expected that any such changes would have an effect on the Company's operations that is materially different than the effect on similar-sized companies in the same business as the Company.

There are sales risks associated with the cannabis and medical marijuana industry because cannabis is a controlled substance.

As cannabis is a controlled substance in Canada, direct consumer marketing is not allowed. All products can only be prescribed by a physician and, to be successful, companies will have to develop programs targeted to this group. Traditionally in this sector, growers have targeted users as opposed to the doctors. The new regulations will change this traditional approach and will require growers to target doctors.  If we are unable to properly conduct sales in a regulated environment or target the appropriate audiences for our medical marijuana products, our results of operations and business prospects could be substantially impaired.

Cannabis is not legal to grow in the U.S. under federal law, although it may be imported and sold in the U.S. Importation is subject to a "zero tolerance" policy as a controlled substance under the U.S. Controlled Substances Act.

In certain states, the growth and cultivation of cannabis is legal (California, Colorado, Hawaii, Maine, Maryland, Michigan, Montana, New Mexico, Oregon, Rhode Island, Vermont and Washington), although states are resistant to allow the cultivation of cannabis due to resistance from the U.S. Department of Drug Enforcement Agency and prohibitions of federal law. Upon the production and sale of marijuana-based products to consumers, our products will be required to comply with various regulations at the province and Canadian levels. At this time, our product will only be sold in Canada under the MMPR.  We will be unable for the foreseeable future to sell our products in the United States, which would impair our prospects for revenue and profit.

There are safety operational risks related to the cultivation and storage of our products at the facilities.

Given the nature of the product and its lack of legal availability outside of the therapeutic channels, as well as the concentration of abundant stock within one facility, despite meeting or exceeding Health Canada's security requirements, there remains a risk of shrinkage as well as theft. Also, as an agricultural product, despite meeting or exceeding Health Canada's requirements regarding good production practices, there remains a risk of diseases and pests impacting not only yield and revenue but overall product quality to consumers.

We may not be able to use the facilities as planned and will therefore not be able to commence operations on the timetable or the scale that we have planned.

To date, the Company's activities and resources have been primarily focused on its facility near Vancouver, BC and the Company will continue to be focused on this facility for the foreseeable future. Adverse changes or developments affecting the facility, including but not limited to a breach of security, could have a material and adverse effect on the Company's business, financial condition and prospects. Any breach of the security measures and other facility requirements, including any failure to comply with recommendations or requirements arising from inspections by Health Canada, could also have an impact on the Company's ability to continue operating under the License.

We may not acquire market share or achieve profits due to competition in the medical marihuana industry.

There is potential that the Company will face intense competition from other companies, some of which can be expected to have longer operating histories and more financial resources and manufacturing and marketing experience than the Company. Increased competition by larger and better financed competitors could materially and adversely affect the business, financial condition and results of operations of the Company.

Because of the early stage of the industry in which the Company operates, the Company expects to face additional competition from new entrants. If the number of users of medical marijuana in Canada increases, the demand for products will increase and the Company expects that competition will become more intense, as current and future competitors begin to offer an increasing number of diversified products. To remain competitive, the Company will require a continued high level of investment in research and development, marketing, sales and client support. The Company may not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations of the Company.

We are subject to risks inherent in an agricultural business.

The Company's business involves the growing of medical marijuana, an agricultural product. As such, the business is subject to the risks inherent in the agricultural business, such as insects, plant diseases and similar agricultural risks. Although the Company intends to grow its products indoors under climate controlled conditions and carefully monitor the growing conditions with trained personnel, there can be no assurance that natural elements will not have a material adverse effect on the production of its products.

We are subject to risks related to the availability of seed supply.

Our ability to commence and continue operations will be dependent on our ability to acquire starting materials. There are four legal sources of starting materials under the MMPR: Health Canada; Personal-Use Production License holders under the MMAR regime; Designated-Person Production License holders under the MMAR regime; and importation. There is no guarantee that we will be able to acquire seeds from such sources and a failure to do so would limit our ability to produce the predicted amounts of product. This would have an adverse effect on our operations and financial results.

We are subject to risks related to rising energy costs.

Medical marijuana growing operations consume considerable energy, making the Company vulnerable to rising energy costs. Rising or volatile energy costs may adversely impact the business of the Company and its ability to operate profitably.

We are subject to risks related to transportation disruptions.

Due to the perishable and premium nature of the Company's products, the Company will depend on fast and efficient courier services to distribute its product. Any prolonged disruption of this courier service could have an adverse effect on the financial condition and results of operations of the Company. Rising costs associated with the courier services used by the Company to ship its products may also adversely impact the business of the Company and its ability to operate profitably.

No commercial products have been developed.

We have not completed the development of any commercial products, and accordingly we have not begun to market or generate revenues from sales of the products we are developing.

There can be no assurance that any of our product candidates will meet applicable health regulatory standards, obtain required regulatory approvals, be capable of being produced in commercial quantities at reasonable costs, be successfully marketed or that the investment made in such product candidates will be recouped through sales or related royalties. There can be no assurance that we will ever achieve profitability. As a result, an investment in our common shares involves a high degree of risk and should be considered only by those persons who can afford a total loss of their investment.

Our reputation in the industry will be very important as we grow the business, and any negative impact on our reputation could be damaging to our business.

The Company believes the medical marijuana industry is highly dependent upon consumer perception regarding the safety, efficacy and quality of the medical marijuana produced. Consumer perception of the Company's products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of medical marijuana products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favourable to the medical marijuana market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favourable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for the Company's products and the business, results of operations, financial condition and cash flows of the Company.

There are risks related to the quality and quality control of our products.

As a manufacturer and distributor of products designed to be ingested by humans, the Company faces an inherent risk of exposure to product liability claims, regulatory action and litigation if its products are alleged to have caused significant loss or injury. In addition, the manufacture and sale of the Company's products involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of the Company's products alone or in combination with other medications or substances could occur. The Company may be subject to various product liability claims, including, among others, that the Company's products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against the Company could result in increased costs, could adversely affect the Company's reputation with its clients and consumers generally, and could have a material adverse effect on our results of operations and financial condition of the Company.

There can be no assurances that the Company will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of the Company's potential products.

There are risks related to potential product recalls.

Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. If any of the Company's products are recalled due to an alleged product defect or for any other reason, the Company could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. The Company may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention. Although the Company has detailed procedures in place for

testing finished products, there can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if one of the Company's significant brands were subject to recall, the image of that brand and the Company could be harmed. A recall for any of the foregoing reasons could lead to decreased demand for the Company's products and could have a material adverse effect on the results of operations and financial condition of the Company. Additionally, product recalls may lead to increased scrutiny of the Company's operations by Health Canada or other regulatory agencies, requiring further management attention and potential legal fees and other expenses.

There are risks related to product liability claims.

Our product candidates subject us to the risk of product liability claims for which we may not be able to maintain or obtain adequate insurance coverage. Inherent in the use of our product candidates in clinical trials, as well as in the manufacturing and distribution in the future of any approved products, is the risk of financial exposure to product liability claims and adverse publicity in the event that the use of such products results in personal injury or death. There can be no assurance that we will not experience losses due to product liability claims in the future.

There are risks related to potential delays or impairment of future sales.

Even if any of our product candidates receives regulatory approval, we and our collaborators may still face development and regulatory difficulties that may delay or impair future sales. If we or our collaborators obtain regulatory approval for any of our product candidates, we and our collaborators will continue to be subject to extensive regulation by Health Canada, the FDA, other federal authorities, certain state agencies and regulatory authorities elsewhere. These regulations will impact many aspects of our operations and the drug manufacturer's operations including manufacture, record keeping, quality control, adverse event reporting, storage, labelling, advertising, promotion, sale and distribution, export and personnel. The FDA and state agencies may conduct periodic inspections to assess compliance with these requirements. We, together with our collaborators, will be required to conduct post-marketing surveillance of the product. We also may be required to conduct post-marketing studies. Our or our collaborators' failure to comply with applicable FDA and other regulatory requirements, or the later discovery of previously unknown problems, may result in restrictions including:

There are risks related to intellectual property.

Our success depends on our ability to protect our proprietary rights and operate without infringing the proprietary rights of others; we may incur significant expenses or be prevented from developing and/or commercializing products as a result of an intellectual property infringement claim.

Our success will depend in part on our ability and that of our corporate collaborators to obtain and enforce patents and maintain trade secrets, in Canada, the United States and in other countries.

Patent law relating to the scope and enforceability of claims in the fields in which we operate is still evolving. The patent positions of biotechnology and biopharmaceutical companies, including us, is highly uncertain and involves complex legal and technical questions for which legal principles are not firmly established. The degree of future protection for our proprietary rights, therefore, is highly uncertain. In this regard there can be no assurance that patents will issue from any of the pending patent applications. In addition, there may be issued patents and pending applications owned by others directed to technologies relevant to our or our corporate collaborators' research, development and commercialization efforts. There can be no assurance that our or our corporate collaborators' technology can be developed and commercialized without a license to such patents or that such patent applications will not be granted priority over patent applications filed by us or one of our corporate collaborators.

Our commercial success depends significantly on our ability to operate without infringing the patents and proprietary rights of third parties, and there can be no assurance that our and our corporate collaborators' technologies and products do not or will not infringe the patents or proprietary rights of others.

There can be no assurance that third parties will not independently develop similar or alternative technologies to ours, duplicate any of our technologies or the technologies of our corporate collaborators or our licensors, or design around the patented technologies developed by us, our corporate collaborators or our licensors. The occurrence of any of these events would have a material adverse effect on our business, financial condition and results of operations.

Litigation may also be necessary to enforce patents issued or licensed to us or our corporate collaborators or to determine the scope and validity of a third party's proprietary rights. We could incur substantial costs if litigation is required to defend ourselves in patent suits brought by third parties, if we participate in patent suits brought against or initiated by our corporate collaborators or if we initiate such suits, and there can be no assurance that funds or resources would be available in the event of any such litigation. An adverse outcome in litigation or an interference to determine priority or other proceeding in a court or patent office could subject us to significant liabilities, require disputed rights to be licensed from other parties or require us or our corporate collaborators to cease using certain technology or products, any of which may have a material adverse effect on our business, financial condition and results of operations.

The Company will have to expand its patent protection to other countries. There can be no assurances that the Company will be able to do so successfully. The Company may not have the financial resources to enforce its patents should another company compete with a similar or identical product that infringes on the Company's patents.

There is no assurance that we will be able to obtain required supply of materials and skilled labor.

The ability of the Company to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labour, equipment, parts and components. No assurances can be given that the Company will be successful in maintaining its required supply of skilled labour, equipment, parts and components. It is also possible that the final costs of the major equipment contemplated by the Company's capital expenditure program may be significantly greater than anticipated by the Company's management, and may be greater than funds available to the Company, in which circumstance the Company may curtail, or extend the timeframes for completing, its capital expenditure plans. This could have an adverse effect on the financial results of the Company.

The Company's business is dependent on a number of key inputs and their related costs including raw materials and supplies related to its growing operations, as well as electricity, water and other local utilities. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact the business, financial condition and operating results of the Company. Any inability to secure required supplies and services or to do so on appropriate terms could

have a materially adverse impact on the business, financial condition and operating results of the Company.

Our forecasts are highly speculative in nature and we cannot predict results in a development stage company with a high degree of accuracy.  

The Company must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources at this early stage of the medical marijuana industry in North America. A failure in the demand for its products to materialize as a result of competition, technological change or other factors could have a material adverse effect on the business, results of operations and financial condition of the Company.

If we incur substantial liability from litigation, complaints, or enforcement actions our financial condition could suffer.

The Company may become party to litigation from time to time in the ordinary course of business which could adversely affect its business. Should any litigation in which the Company becomes involved be determined against the Company such a decision could adversely affect the Company's ability to continue operating and the market price for the Company's Common Shares and could use significant resources. Even if the Company is involved in litigation and wins, litigation can redirect significant Company resources.

Risks Related to the Ownership of Our Common Stock

Our common shares are thinly traded and you may be unable to sell at or near asking prices, or at all.

We do not have a liquid market for our common stock, and we cannot predict the extent to which an active public market for trading our common stock will be achieved or sustained.

This situation is attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stockbrokers, institutional investors and others in the investment community who generate or influence sales volume. Even if we came to the attention of such persons, those persons tend to be risk-averse and may be reluctant to follow, purchase, or recommend the purchase of shares of an unproven company such as ours until such time as we become more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.

The market price for our common stock is particularly volatile given our status as a relatively small company, which could lead to wide fluctuations in our share price. You may be unable to sell your common stock at or above your purchase price if at all, which may result in substantial losses to you.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a

position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

Our stock price may be volatile, which may result in losses to our shareholders.

The market price for the Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Company's control, including the following:

Financial markets have recently experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Common Shares may decline even if the Company's operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Company's operations could be adversely impacted and the trading price of the Common Shares may be materially adversely affected.

We do not expect to declare any dividends in the foreseeable future.

We do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. Consequently, investors may need to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.

Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.

Our shares are classified as penny stocks. The SEC has adopted regulations which generally define a "penny stock" to be any equity security that has a price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions (including the issuer of the securities having net tangible assets (i.e., total assets less intangible assets and liabilities) in excess of $2,000,000 or average revenue of at least $6,000,000 for the last three years). As a result, our common stock could be subject to these rules that impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally persons with a net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse).  For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase.  Additionally, for any transaction involving a "penny stock," unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the "penny stock" market.  The broker-dealer must also disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market.  Finally, monthly statements must be sent disclosing recent price information for the "penny stock" held in the account and information on the limited market in "penny stocks."  Consequently, although the "penny stock" rules do not currently apply to our securities, if these rules do become applicable in the future, this may restrict the ability of broker-dealers to sell our securities.

Securities analysts may not cover our common stock and this may have a negative impact on our common stock's market price.

The trading market for our common stock may depend on the research and reports that securities analysts publish about us or our business.  We do not have any control over these analysts.  There is no guarantee that securities analysts will cover our common stock.  If securities analysts do not cover our common stock, the lack of research coverage may adversely affect our common stock's market price, if any. If we are covered by securities analysts, and our stock is downgraded, our stock price would likely decline.  If one or more of these analysts ceases to cover us or fails to publish regularly reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

Investment Industry Regulatory Organization of Canada (IIROC) and Financial Industry Regulatory Authority ("FINRA") sales practice requirements may limit your ability to buy and sell our common stock, which could depress the price of our shares.

IIROC and FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status and investment objectives, among other things. Under interpretations of these rules, IIROC and FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, IIROC and FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

Volatility in our common share price may subject us to securities litigation.

The market for our common stock is characterized by significant price volatility as compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. Although we are not currently the subject of any pending litigation, we may, in the future, be the target of such litigation.

Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources.
 

Dilution of common stock

To conduct its business, the Company may from time to time require additional funds. The Company may have to issue additional securities including, but not limited to, common shares or some form of convertible security, the effect of which will result in a dilution of the equity interests of any existing shareholders.

MARKET FOR OUR COMMON STOCK

CSE

The principal market on which the common shares of the Company are traded is the Canadian Securities Exchange ("CSE") under the symbol "ATT".

Trading the Company's common stock on the CSE began on December 23, 2010.  Shown below are the range of high and low sales prices of common stock for the two most recent fiscal years as reported on www.quotemedia.com.

As of the day before the date of this prospectus, the closing price of the common stock on the CSE was CDN $0.12.

OTCQX

In the United States, the common shares of the Company are quoted on the OTCQX under the symbol "ATTBF". Trading of the Company's common stock on the OTCQX began on August 5, 2014. Prior to that date the Company's stock was quoted on the OTC Pinks under the same symbol: "ATTBF".

Shown below are the high and low sales prices of the common stock as reported by the OTCQX for the two most recent fiscal years as reported on by the OTC Markets Group Inc.

As of the day before the date of this prospectus, the closing price of the common stock on the OTCQX was U.S. $0.101.

The above quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

Holders

As of the date of this prospectus, there are 69,667,951 issued and outstanding shares of common stock and 193 shareholders of record.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of our common stock by the selling stockholders. All proceeds from the sale of such shares will be for the account of the selling stockholders. We will pay for expenses of this offering, except that the selling stockholders will pay any broker discounts or commissions or equivalent expenses applicable to the sale of their shares.

SELLING SHAREHOLDER

We agreed to register for resale shares of common stock of the selling security holder, Dutchess. Dutchess may from time to time offer and sell any or all of their shares that are registered under this prospectus. Dutchess and any participating broker-dealers are "underwriters" within the meaning of Securities Act, as amended. All expenses incurred with respect to the registration of the common stock will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commissions or other expenses incurred by Dutchess in connection with the sale of such shares.

The following table provides information regarding the beneficial ownership of our common stock held by Dutchess as of the date of this prospectus, including:

The named party beneficially owns and has sole voting and investment power over all shares or rights to the shares, unless otherwise shown in the table. The numbers in this table assumes that Dutchess sells shares of common stock being offered in this prospectus or purchases additional shares of common stock,

and assumes that all shares offered are sold. The percentages are based on 69,667,951 shares of common stock outstanding on April 27, 2015.

Notes: 

PLAN OF DISTRIBUTION

Investment Agreement / Registration Rights Agreement

On January 28, 2015, we entered into the Investment Agreement and a Registration Rights Agreement with Dutchess in order to establish a possible source of funding for us.

Under the Investment Agreement, Dutchess has agreed to provide us with up to $25,000,000 of funding over a thirty-six (36) month period from the effective date of this prospectus. 180,000,000 Shares are being registered pursuant to this prospectus; of which up to 180,000,000 shares of common stock are to be issued to Dutchess pursuant to a Put Notice(s) under the Investment Agreement.  During this period, we can deliver a put under the Investment Agreement by selling shares of our common stock to Dutchess and Dutchess will be obligated to purchase the shares. A put transaction must close before we can deliver another put notice to Dutchess.

We may request a put by sending a put notice to Dutchess, stating the amount of the put of either $250,000 or 200% of the average daily dollar volume multiplied by the average of the three daily closing prices immediately preceding the Put Date. During the five trading days following a notice, we will calculate the amount of shares we will sell to Dutchess and the purchase price per share. The number of shares of Common Stock that Dutchess shall purchase pursuant to each put notice shall be determined by dividing the amount of the put by the purchase price.

The purchase price per share of common stock will be set at a discount of 95% if the Market Price is up to $0.50 (subject to a minimum price of $0.05) of the VWAP during the five trading days immediately following our notice to Dutchess of our election to exercise our "put" right. On each Put Notice submitted to Dutchess by us, we have the option to specify a Suspension Price for that Put. In the event the Common Stock price falls below the Suspension Price, the Put shall be temporarily suspended. The Put shall resume at such time as the Common Stock is above the Suspension Price, provided the dates for the Pricing Period for that particular Put are still valid. In the event the Pricing Period has been completed, any shares above the Suspension Price due to Dutchess shall be sold Dutchess by us at the Suspension Price under the terms of this Agreement. The Suspension Price for a Put may not be changed by us once submitted to Dutchess.

There is no minimum amount we can put to Dutchess at any one time. Upon effectiveness of the Registration Statement, the Company shall deliver instructions to its transfer agent to issue shares of common stock to Dutchess free of restrictive legends on or before each closing date.

Pursuant to the Investment Agreement, Dutchess and its affiliates shall not be issued shares of our common stock that would result in its beneficial ownership equaling more than 4.99% of our outstanding common stock.

Dutchess will not engage in any "short-sale" (as defined in Rule 200 of Regulation SHO) of our common stock at any time during this Agreement. On January 28, 2015 and as amended on April 1, 2015, we entered into a Registration Rights Agreement with Dutchess requiring, among other things, which we prepare and file with the SEC a Registration Statement on Form F-1 covering the shares issuable to Dutchess under the Investment Agreement.

As per the Investment Agreement, none of Dutchess' obligations thereunder are transferrable and may not be assigned to a third party.

DETERMINATION OF OFFERING PRICE

Dutchess may sell its shares in the over-the-counter market or otherwise, at market prices prevailing at the time of sale, at prices related to the prevailing market price, or at negotiated prices. We will not receive any proceeds from the sale of shares by Dutchess.

We have arbitrarily established the offering price of the common stock for the purpose of this prospectus and it should not be considered to bear any relationship to our assets, book value or net worth and should not be considered to be an indication of our value. No valuation or appraisal has been prepared for our business. Among the factors considered by our management were:
 

DILUTION

"Dilution" represents the difference between the Offering price of the shares of common stock and the net tangible book value per share of common stock immediately after completion of the Offering. "Net

Tangible Book Value" is the amount that results from subtracting total liabilities from total tangible assets. Please refer to the following table presenting the number of shares issued and the corresponding price per share paid before this Offering for more information. Following is a table detailing dilution as of April 27, 2015, to investors if 100%, 75%, 50%, or 10% of the Offering is sold.

* Table assumes 180,000,000 shares in Offering are sold at $0.1388 per share and Company receives 95% of that Offering amount or $0.1318 per share. Based on 69,667,951 Common Shares of the Company issued and outstanding immediately prior to stock sale and net tangible book value per share as set out in September 2014 audited financial statements.

PENNY STOCK CONSIDERATIONS

Trading in our securities is subject to penny stock considerations. Broker-dealer practices in connection with transactions in "penny stocks" are regulated by certain penny stock rules adopted by the SEC.

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

State Securities - Blue Sky Laws

There is a limited public market for our common stock, and there can be no assurance that any market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities regulations or laws promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the Blue Sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant

state Blue Sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the shares of our common stock for an indefinite period of time.

Selling security holders may contact us directly to ascertain procedures necessary for compliance with Blue Sky Laws in the applicable states relating to sellers and/or purchasers of our shares of common stock.

We intend to apply for a listing in Mergent, Inc. Securities Manual which, once published, will provide us with "manual" exemptions (as described below) in approximately 33 states as indicated in CCH Blue Sky Law Desk Reference at Section 6301 entitled "Standard Manuals Exemptions."

Thirty-three states have what is commonly referred to as a "manual exemption" for secondary trading of securities such as those to be resold by selling security holders under this prospectus. In these states, so long as we obtain and maintain a listing in Mergent, Inc. or Standard and Poor's Corporate Manual, secondary trading of our common stock can occur without any filing, review or approval by state regulatory authorities in these states. These states are Alaska, Arizona, Arkansas, Colorado, Connecticut, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia and Wyoming. We cannot secure this listing, and thus this qualification, until after the Registration Statement, of which this prospectus forms a part, is declared effective. Once we secure this listing, secondary trading can occur in these states without further action.

We currently do not intend to and may not be able to qualify our common stock for resale in other states which require shares to be qualified before they can be resold by our security holders.

Limitations Imposed by Regulation M

Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution. In addition and without limiting the foregoing, each selling security holder will be subject to applicable provisions of the Exchange Act and the associated rules and regulations thereunder, including, without limitation, Regulation M, which may limit the timing of purchases and sales of shares of our common stock by the selling security holders. We will make copies of this prospectus available to the selling security holders and will inform them of the need for delivery of copies of this prospectus to purchasers at or prior to the time of any sale of the shares offered hereby. We assume no obligation to so deliver copies of this prospectus or any related prospectus supplement.

SELECTED ANNUAL FINANCIAL INFORMATION

The selected consolidated financial data set forth below as of and for the years ended September 30, 2014, September 30, 2013 and September 30, 2012 is derived from our audited consolidated financial statements, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and are presented elsewhere in this prospectus.

You should read the following selected consolidated financial data in conjunction with, and it is qualified in its entirety by reference to our consolidated financial statements and the related notes appearing

elsewhere in this prospectus and other information provided in this prospectus, including "Management's Discussion and Analysis of Financial Condition and Results of Operations." The historical results set forth below are not necessarily indicative of the results to be expected in future periods.

(Expressed in Canadian Dollars)

(Expressed in Canadian Dollars)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion and analysis should be read in conjunction with "Selected Consolidated Financial Data" and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that are based on our management's current expectations, estimates and projections for our business, which are subject to a number of risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Special Note Regarding Forward-Looking Statements" and "Risk Factors."

Overview

Abattis is a specialty biotechnology company who intends with capabilities, through its wholly owned subsidiaries, of producing, licensing and marketing proprietary ingredients and formulas for use in the Medical Marijuana, BioPharma, Neutraceutical, Cosmetic and Animal Nutrition markets. The Company's strategic plan entails a fully integrated bioceutical company that cultivates, extracts, develops and markets proprietary, natural health and wellness products derived from Cannabis that address unmet health and wellness needs and chronic illnesses through targeted nutritional and medicinal support. It has a deep pipeline of proprietary products ready for sale in high growth areas of the Functional Foods and Supplements business. The Company's wholly owned subsidiaries have the capacity to refine and bring to market a portfolio of proprietary neutraceutical formulations of botanical agents with a demonstrated ability to inhibit the growth of, and reduce the severity and duration of, various strains of human influenza and other viral diseases. Continuing research is being conducted by the Company. The Company has identified targeted channels, to market and license proprietary patent pending antiviral products, throughout the world.

We are considered a development-stage company and have only a limited operating history. Since our inception in 2009, we have devoted substantially all of our resources to identify, acquire and develop our nutraceutical and bioceutical product candidates and providing general and administrative support for these operations. We have funded our operations to date primarily from the issuance and sale of common stock.

We generated $7,720 in revenue for the year ended September 30, 2014 ($17,448 - September 30, 2013) and have incurred net losses since inception. Our net losses were $7,611,540 and $1,102,491 for the year ended September 30, 2014 and September 30, 2013, respectively. As of September 30, 2014, we had an accumulated deficit of $9,108,966. Substantially all of our net losses have resulted from costs incurred in connection with our share based payments, research and development programs and from general and administrative expenses associated with our operations. Our cash and short-term available-for-sale investment balances at September 30, 2014 totaled $1,084,863.

The Company's head office is located at Suite 1040 - 885 West Georgia Street, Vancouver, British Columbia, V6C 3H1, and the Company's Canadian operating facility is located at 104 - 9295 198th Street, Langley, British Columbia.

Highlights and Performance Summary

Results of Operation

Year Ended September 30, 2014 Compared to Year Ended September 30, 2013

The Company incurred a net loss and comprehensive loss of $7,611,540 during the year ended September 30, 2014, an increase of $6,509,049 when compared with the loss of $1,102,491 for year ended September 30, 2013.

Revenue

The Company generated $7,720 of revenue for the year ended September 30, 2014, as compared to $17,448 for the year ended September 30, 2013. We do not expect to receive any revenues from any product candidates that we develop until we obtain regulatory approval and commercialize our products or enter into collaborative agreements with third parties.

Research and Development Expenses

Research and development expenses were $129,057 for the year ended September 30, 2014 compared to $123,559 for the year ended September 30, 2013, an increase of 4%.

Management and Consulting Fees

Management and consulting fees, were $804,755 for the year ended September 30, 2014, compared to $313,433 for the year ended September 30, 2013, an increase of 157%. This increase is attributable to an increase in fees paid in respect of general business consulting services.

General and Administrative Expenses

General and administrative expenses were $369,627 for the year ended September 30, 2014, compared to $83,906 for the year ended September 30, 2013, an increase of 340%. The increase in expenses is primarily attributable to increased professional services and office expenses.

Legal Fees

Legal fees were $722,707 for the year ended September 30, 2014, compared to $167,663 for the year ended September 30, 2013, an increase of 331%. The increase in legal fees in 2014 is attributable to increased professional services.

Accounting and Audit Fees

Accounting and audit were $116,813 for the year ended September 30, 2014, compared to $64,543 for the year ended September 30, 2013. Accounting and audit fees were higher due to implementation of new accounting software, additional work performed for the acquisitions, and the employment of additional accounting staff.

Liquidity and Capital Resources

Since inception, we have funded our operations primarily through the sale of equity securities and convertible notes to investors in private placements.

As at September 30, 2014, the Company had a cash balance of $135,171 (September 30, 2013 - $5,327). During year ended September 30, 2014, cash used for operating activities was $2,108,551 (September 30, 2013 - $230,151); $4,276,505 was received from financing activities (September 30, 2013 - $231,979), and cash used for investing activities was $2,038,110 (September 30, 2013 - $2,000).

The Company continues to utilize its cash resources to fund its administrative requirements and product development. As the Company does not currently generate revenue, cash balances, unless replenished by capital fundraising, will continue to decline as funds are utilized to conduct its operations.

In order to fund the Company's ongoing operational needs, the Company will need funding through equity or debt financing, joint venture arrangements or a combination thereof. The Company's operations to date have been financed by the issuance of its common shares, debt instruments and government assistance. The Company continues to seek capital through various means including the issuance of equity and debt. While the Company has been successful in raising funds in the past, there is no assurance that it will continue to do so in the future or that it will be available on a timely basis or on terms acceptable to the Company.

The financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future. If the Company is unable to obtain sufficient funding, the ability of the Company to meet its obligations as they come due and, accordingly,

the appropriateness of the use of accounting principles applicable to a going concern will be in significant doubt. The Company has incurred $9,108,966 in losses from inception including a net loss of $7,611,540 for the year ended September 30, 2014 (September 30, 2013 - $1,102,491), and has a working capital of $695,889 as at September 30, 2014 (September 30, 2013 - working capital deficiency of $999,440).

Cash Flows

Net Cash Used in Operating Activities

Net cash used in operating activities was $2,108,551 and $230,151 in each of the years ended September 30, 2014 and 2013, respectively. Our net losses in each of the years were offset primarily by non-cash expenses and by net changes in our working capital.

Net Cash Used in Investing Activities

Net cash used in investing activities was $2,038,110 and $2,000 in each of the years ended September 30, 2014 and 2013, respectively. Investing activities in these years consisted of purchases of term deposits, marketable securities, property and equipment.

Net Cash Provided by (Used in) Financing Activities

Our financing activities have consisted of the issuance of common shares and the sale of common shares and units. Net cash provided by financing activities was $4,276,505 and $231,979 for the years ended September 30, 2014 and 2013, respectively. Financing activities in these years consisted of common shares for cash, modest funding from the Agricultural Foundation and a short term loan from a related party.

Income Tax

At September 30, 2014, the Company has accumulated non-capital losses for income tax purposes of approximately $5,711,413 (September 30, 2013 - $2,974,000). If unused, the non-capital losses will expire as follows:

The Company has net operating loss carryforwards of approximately $108,204 which may be carried forward to apply against future year income tax for US tax purposes.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with IFRS as issued by the IASB. The preparation of our financial statements requires us to make estimates, judgments and assumptions that can affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates, judgments and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known. Besides the estimates identified above that are considered critical, we make many other accounting estimates in preparing our financial statements and related disclosures. See Note 2 to our audited consolidated financial statements presented elsewhere in this prospectus for a description of the significant accounting policies that we used to prepare our consolidated financial statements. The critical accounting policies that were impacted by the estimates, judgments and assumptions used in the preparation of our consolidated financial statements are discussed below.

Share-Based Compensation

Option Valuations

The fair value of employee options is measured at the option's grant date, and the fair value of non-employee options is measured at the date when goods or services are received. The fair value of each tranche of options granted which do not vest immediately on grant, is recognized over the period during which each tranche of options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.

Share-based compensation expense is credited to the equity settled share-based payment reserve. If the options are later exercised, their fair value is transferred from the reserve to share capital.

The changes in options during the year ended September 30, 2014 are as follows:

Quantitative and Qualitative Disclosure about Market Risk

Foreign Currency Risk

Our results of operations and cash flows are affected by fluctuations due to changes in foreign currency exchange rates. Approximately half of our expenses were denominated in U.S. dollars in 2013, with the remainder of our expenses being denominated in Canadian dollars. Accordingly, changes in the value of the Canadian dollar relative to the U.S. dollar in 2014 has affected the amounts recorded on our consolidated statements of operations in 2014. We expect that the denominations of our revenue and expenses in 2014 will be consistent with what we experienced in 2014.

The following table presents information about the changes in the exchange rates at noon of the Canadian dollar against the U.S. dollar in 2014 as provided by the Bank of Canada:

The high and low exchange rates between the Canadian dollar and the U.S. dollar for each of the six months ended March 31, 2015 are as follows:

A 10% increase or decrease in the value of the Canadian dollar against the U.S. dollar would have decreased or increased our net loss for the year by approximately $761,154 in 2014.

We have not entered into any hedging arrangements with financial institutions and do not see a need to do so in the upcoming fiscal year.

Other Market Risks

We do not believe that we have material exposure to interest rate risk due to the fact that we have no long-term borrowings.

We do not believe that we have any material exposure to inflationary risks.

New and Revised Financial Accounting Standards

The Jumpstart our Business Startups Act ("JOBS Act") permits emerging growth companies such as us to delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Recently Issued and Adopted Accounting Pronouncements

There are no recently adopted accounting pronouncements that have a material effect on our company.

Off-balance sheet arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material investors.

Subsequent events

We have evaluated subsequent events from our September 30, 2014 audited financial statements through to April 27, 2015, and report the following events:

Outstanding share data

At April 27, 2015, we had 69,667,951 issued and outstanding Common Shares, 3,123,100 stock options and 8,948,903 share purchase warrants outstanding. On a fully diluted basis, 81,739,954 common shares were outstanding.

DESCRIPTION OF BUSINESS

Corporate History

The Company was incorporated as Sinocan Capital Group Inc. under the Company Act (British Columbia) on June 30, 1997 for the purpose of listing on the predecessor to the TSX Venture Exchange as a Capital Pool Corporation as defined in the TSX Venture Exchange Policy 2.4. The Company was unsuccessful in finding a suitable target and was delisted from the TSX Venture Exchange.

On September 29, 1997, the Company changed its name to Sican Ventures Inc.

Beginning in April 2009, we began our entry into the bio-pharmaceutical and nutraceutical industry.

On April 16, 2009, the Company entered into an agreement with PRB Pharmaceuticals, Inc. ("PRB") and Pacific Bio-Pharmaceuticals, Inc. ("Pacific Bio") for the purchase of their interest in patents and intellectual property related to antiviral products designed to prevent avian influenza in humans and poultry. The Company issued 5,000,000 (pre-consolidation 25,000,000) common shares and assigned a value of $500,000 for this acquisition. The shares issued by the Company have been distributed by PRB and Pacific Bio to the shareholders of those companies.

The Antiviral formulations were developed and designed to inhibit growth over multiple segments of the influenza virus life cycle - viral binding, encoding, replication, and release. To date, the Company's research has shown the formulations to be highly effective in reducing the severity and duration of influenza illness symptoms in humans. The Company had previously planned to build its business by marketing the Antiviral formulations throughout the world.

On September 14, 2009, the Company amended its articles of incorporation to change its name to Abattis Biologix Corporation to reflect its new business and changed the authorized share capital to set no maximum on the number of common shares without par value.

The Company was listed and began trading on the Canadian Securities Exchange (formerly the Canadian National Stock Exchange) ("CSE") on December 23, 2010. On September 5, 2012, the Company changed its name to Abattis Bioceuticals Corp. The Company is a reporting issuer in British Columbia, Alberta and Ontario.

In March 2013, we began our entry into the medicinal marijuana business, which is now the focus of our business plan.

The Company's head office is located at 1040 - 885 West Georgia Street, Vancouver, British Columbia, V6C 3H1, and the Company's Canadian operating facility is located at 104 - 9295 198th Street, Langley, British Columbia.

Overview

Abattis is a specialty biotechnology company who intends with capabilities through its wholly owned subsidiaries of cultivating, licensing, and marketing proprietary ingredients, bio-similar compounds, patented equipment and consulting services to medicinal markets in North America. Management believes the Company is positioned to capitalize on the fast growing trend toward marijuana legalization in the United States and for medicinal use in Canada and international jurisdictions by supplying and collaborating with companies to employ its vertical cultivation systems, extraction equipment/technology, and strategic marketing support to licensed growers. The Company also has an extensive pipeline of high-quality products and intellectual property for the rapidly expanding botanical drug market. We follow strict Standard Operating Protocols and adhere to the laws of Canada and Foreign Jurisdictions.

Abattis aims to become one of the leaders in the growing, testing, and distribution of medical and adult-use cannabis in North America. Through its network of subsidiaries and partners, the Company has developed an innovative GDERS (grow, dry, extract, refine, sell) strategy spanning the entire industry supply chain from seed to sale. These subsidiaries and partners specialize in cultivating, licensing and marketing proprietary ingredients, bio-similar compounds, patented equipment, and consulting services across the continent. The Company follows strict standard operating protocols and adheres to both U.S. and Canadian laws pertaining to the cultivation, testing, and sale of cannabis. As of the date of this prospectus, we have not commenced the actual the production and sale of medical marijuana but are seeking to lay the foundation to commence this business.

We currently have seven subsidiaries through which we plan to operate our business.

Recent Developments

In the first quarter of 2011, the Company acquired Biocell Algae (Immune System Support), a complimentary Natural Health Product to the Anti Viral Flu Intellectual Property and hired a new President and CEO who brought in a new board of directors and that team acquired three new formulations. The formulae are comprised of all-natural ingredients and target and address 1) Flu like symptoms and other viral conditions, 2) migraine headaches (Cognitive) and 3) blood flow to muscles (Cardiovascular and Erectile Dysfunction).

On June 17, 2011, the Company was listed on the OTC Markets Pink Sheets to enable easier access to American Investors. During the 2011 calendar, year management worked to structure the company and identify assets that would be useful in nutraceutical and bioceutical production. In December 2011 the Company entered into an agreement to acquire Northern Vine Canada Inc. (a cGMP nutraceutical production facility in Langley, BC) and the assets with the Sci-Naturals brand and closed the acquisitions in August 2012.

In March 2012, the Company acquired Animo Wellness Corporation, which owns 77 Natural Health Product Licenses issued by Health Canada. These range from (A) Aloe Vera to (Z) Zinc. Amino Wellness Corporation changed its name to iJuana Cannabis Inc. on January 28, 2014.

On July 23 2012, the Company held its AGM and shareholders approved a 5:1 reverse split, and the acquisition of proprietary Flash Freeze Extraction Equipment and a large portfolio of natural health product internet domain names. The Company changed its name to more accurately reflect the nature of

its business of bioceuticals and botanical drugs from Abattis Biologix Corporation to Abattis Bioceuticals Corp.

In March 2013, the Company's management decided to focus its efforts on the legal medical cannabis industry following Health Canada's introduction of its Licensed Producer Program on December 15, 2012.

In November 2013, the Company, through its subsidiary, filed its initial MMPR Licensed Producer application with Health Canada and received a list of deficiencies in the application in February 2014. Since then, the Company has been actively working to expand its cannabis-related products and services portfolio, while moving towards securing an MMPR Licensed Producer status.

On September 8, 2014, Phytalytics LLC, a 51% controlled U.S. subsidiary of the Company, received provisional certification by the Washington State Liquor Control Board to legally offer cannabis analysis laboratory services in Washington State. Phytalytics LLC intends to provide quality control testing services for I-502 Market Marijuana Producers and Processors in Washington.

On October 8, 2014, the Company through its wholly owned subsidiary, Northern Vine Canada Inc., Experion Biotechnologies Inc. has received a written update from the Fraser Valley Regional District on the amended zoning regulations for its property which has now been approved for "the use of cultivation, growth, storage, or distribution, testing, or research, of marijuana for medical purposes as lawfully permitted and authorized under the applicable federal or provincial law."

On December 29, 2014, the Company obtained a obtained a preliminary injunction from the Washington state court in King County against Herbal Analytics, LLC, James Baxter, Kaleb Lund and Lauren Hilty (former employees of PhytaLab), and Erin Leary, Affinor Growers, LLC, and Nicholas Brusatore. Affinor Growers, LLC is a wholly owned subsidiary of defendant Affinor Growers, Inc. (collectively the "Defendants"). According to the conclusions of law, the Defendants shall cease and desist from any and all use of PhytaLabs trade secrets and confidential information and documents; (b) are restrained from copying, transferring, using or disclosing to any other person or entity any documentation taken from PhytaLab; (c) shall retain and preserve all existing documents and files that mention, refer to, or are derived from PhytaLab, PhytaLab and Abattis' customers, or PhytaLab and Abattis' prospective customers; and (d) shall keep a detailed, complete, and accurate accounting of its business operations.

On January 15, 2015, the Company announced a manufacturing partnership with Empirical Labs., of Ft. Collins, Colorado.

On February 17, 2015, the Company, through its wholly-owned subsidiary BioCell, launched eight phytocannabinoid formulas at CannaCon Seattle 2015, the nation's largest cannabis expo. One formula consists of a beverage known as ECS Supreme, which contains phytocannabinoids and Abattis' patented nitric oxide blend. Other condition-specific cannabinoid formulas address nausea, anxiety and traumatic brain injury.

On April 10, 2015, The Company amicably resolved and dismissed the Washington litigation against Affinor Growers, LLC and Nick Brusatore. The Company will continue to pursue its claims against Herbal Analytics, LLC, James Baxter, Kaleb Lund, Lauren Hilty and Erin Leary.

Emerging Growth Company Status

We qualify as an "emerging growth company" as defined in Section 101 of the JOBS Act as we do not have more than $1,000,000,000 in annual gross revenue and did not have such amount as of September 30, 2014, being the last day of our last fiscal year.

We may lose our status as an emerging growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $1,000,000,000 or (ii) we issue more than $1,000,000,000 in non-convertible debt in a three-year period. We will lose our status as an emerging growth company if at any time we are deemed to be a large accelerated filer. We will lose our status as an emerging growth company on the last day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement.

As an emerging growth company under the JOBS Act, we have elected to opt out of the extended transition period for complying with new or revised standards pursuant to Section 107(b) of the Securities Act. This election is irrevocable.

As an emerging growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Exchange Act. Such sections are provided below:

Section 404(b) of the Sarbanes-Oxley Act of 2002 requires a public company's auditor to attest to, and report on, management's assessment of its internal controls.

Sections 14A(a) and (b) of the Exchange Act, implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation.

As long as we qualify as an emerging growth company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Exchange Act.

Geographic and Segment Information

We have one reportable segment, consisting of the research, cultivation, licensing, testing and marketing of medicinal chemicals & botanical products which activities are principally conducted in British Columbia.  We reported no material revenues during 2014, 2013 and 2012.

Intercorporate Relationships

We currently have seven subsidiaries through which we plan to operate our business.  At April 27, 2015, the Company's subsidiaries are as follows:

On April 10, 2014, the Company through its wholly owned subsidiary, Northern Vine Canada Inc., ("N. Vine") entered into a share exchange agreement with Experion Biotechnologies Inc. ("Experion"). Pursuant to the terms of the agreement, Experion and N. Vine have exchanged 25% of each parties' issued and outstanding common shares. Abattis maintains a 75% ownership in Northern Vine.

On April 7, 2014, the Company through its wholly owned subsidiary Abattis Bioceuticals International Inc. ("ABI") entered into an agreement with Phytalytics LLC ("Phytalytics") to obtain a 51% membership interest in Phytalytics. On April 30, 2014, ABI entered into an agreement with Instant Payment Systems LLC ("IPS"), a Washington State online payment company, to obtain a 34% equity interest in IPS.

The following corporate chart sets forth all of our material subsidiaries:

Abattis Bioceuticals International Inc.

ABI was formed to hold and advance the Company's interests in the U.S. It currently holds the Company's interest in IPS and Phytalytics.

BioCell Labs Inc.

BLI is focused on supplying standardized pharmaceutical grade products. BLI has made application to Health Canada to become a licensed producer under Canada's MMPR program and is in the review stage of the process. The company has a term sheet agreement to co-own a $13 million, 17,000 square foot botanical drug facility that it will use to perform quality testing and refining using proprietary water extraction technologies. Currently, the company has 13 proprietary formulations for out-licensing to cosmetic, nutraceutical and pharmaceutical companies.

Biocube Green Grow Systems Corp.

Biocube has exclusive worldwide rights to a building product derived from magnesium oxide known as MgO board, which has applications in all areas of the building and construction industry as a fireproof, antimicrobial, antibacterial, waterproof, and recyclable material.

Experion Biotechnologies Inc.

Experion operates a ten-acre property in Mission, British Columbia. Experion has developed strains of cannabis for use across many medical conditions. Experion, in conjunction with their partners, is developing proprietary techniques to derive pharmaceutical grade materials from various sources of biomass. To complement their research, the Company has applied to become a licensed producer under Canada's MMPR and Experion's application has passed the review stage and Experion is awaiting a "Ready-to-Build" letter from Health Canada.

iJuana Cannabis Inc.

iJuana has leased a 27,000 sq. ft. facility in a pre-approved zoned area to become a Licensed Producer under Canada's MMPR. With operations in Squamish, British Columbia, the company aims to become the licensed cannabis growing arm and consumer-facing entity for the Company.

True Plant Technologies Inc.

TPL was incorporated as "National Access Pharmacy Corp." on April 8, 2014 under the Business Corporations Act (British Columbia). On September 23, 2014, National Access Pharmacy Corp. changed its name to "True Plant Technologies Inc." TPL has no operations at this date.

North American BioExtracts Inc.

NAB will focus on cannabis, cannabis derivatives, and ancillary products like vaporizers where legally permitted. NAB aims to use its proprietary extraction technologies to develop customized THC extract oils and CBD extract oils, as well as customized vaporizer flavors to enhance the end user's experience. NAB has no operations as of this date.

Northern Vine Canada Inc.

N. Vine has applied for a Controlled Substance License with Health Canada, with an existing cannabis processing, testing, and packaging facility located in Langley, British Columbia. In addition to these services, the Company will support its operations by providing analytical services for Licensed Producers and charging a fee to produce a Certificate of Analysis. N. Vine will also formulate compositions for sprays, creams, and tinctures that it plans to patent. N. Vine has limited operations as of this date.

Phytalytics LLC

Phytalytics operating in Kirkland, Washington, performs testing services under Washington State's Initiative 502, with a fully functional testing laboratory for nutraceuticals, biopharmaceuticals, and plant-based medicines.

Instant Payment Systems LLC

IPS is a payment systems company. It enables patients to make payments through either a mobile app or loyalty card to purchase medical marijuana, which avoids the many problems associated with using cash to complete transactions. Dispensaries and other medical marijuana providers in the U.S. and Canada can also use the technology to retain purchase information to meet auditing and regulatory compliance requirements. The Company will act as the marketing and sales arm of IPS, signing up new clients in the botanical drug space. IPS has limited operations as of this date.

Overall strategy

Development of our Medical Marihuana Business

In March 2013, management of the Company began identifying and evaluating opportunities for entry into the medical marihuana industry in Canada.

Medical marijuana laws have changed in the US and laws are being confirmed in Canada. New markets are continually opening up, and there is a massive need to develop, as plant-based phyto compounds appear to be in huge demand globally. Pharma companies have patents expiring and the Abattis/Vertical capabilities intends to create solutions to these market needs. 2014 and 2013 were milestone years for Abattis in its pursuit of becoming a fully integrated bioceutical company and it brings the Company another step closer to implementing the Company's Grow, Dry, Extract, Refine and Sell (GDERS) model.

Moreover, the Company is conducting continuing research and development while it is preparing and filing MMPR license applications. The Company recognizes the newly emerging opportunity in connection with medical marijuana and intends to further integrate it into the Company's overall botanical strategy. As the regulatory environment in Canada and in the US on Cannabis changed during this reporting period, management believes the Company, with its research team and growing equipment and proprietary extraction equipment, has the ability to become a leader in the medical marijuana industry worldwide. The Company's recent acquisition of exclusive worldwide rights to patent pending proprietary technologies will enable it to license, produce and deliver highly effective phyto-compounds for use in nutraceuticals, topical cremes, medical foods, botanical drugs and pharmaceuticals. Management's expertise we believe will enable the Company to produce bio-pharma proteins and compounds to meet all federal regulations and laws.

Abattis plans to control its own proprietary and pending patented products from seed to producing finished product at facilities owned by its wholly-owned subsidiary, N. Vine. The Company believes this will give it a competitive edge in the markets that the Company has identified. The Company believes its plans will ensure control in the supply chain and traceability at a Drug and Pharma level for its ingredients and finished products. The Company plans to target expansion of turn-key operations throughout Canada and the USA. N. Vine has limited operations as of this date.

License Application

In November 2013, the Company filed its initial MMPR Licensed Producer application with Health Canada (the "Application"). In general terms, following a submission of application form, the process to become a licensed producer under the MMPR is broken down by Health Canada into the following seven steps: (1) preliminary screening; (2) enhanced screening; (3) security clearance; (4) review; (5) ready to build letter, if required by applicant; (6) pre-licensing inspection; and (7) licensing. The Company, through its two subsidiaries, received a list of deficiencies in both applications. Since then, the Company has re-submitted the Application addressing deficiencies.

MMPR requires that the Minister of Health, after examining the application and any supplementary information requested, issue a renewed licence unless:

Once Health Canada approves the Application, the Company expects to receive a full license (the "License") permitting the Company to possess, produce, sell, transport, deliver and destroy marijuana. The License, if granted, will allow for the production of up to 15,000 kilograms of dried marijuana annually within the 5,000 square feet licensed area in a facility in British Columbia.

The Company sub-leased a 16,200 square foot facility from Crimson Opportunities Ltd., which is owned by Rene David. The facility is near Vancouver, British Columbia and is zoned for medical marijuana production. Once the License has been granted, the facility will grow medical marijuana, as well as being converted to house up to 28 Biocube systems, an in-house laboratory, and a vault area for the secure storage of cannabis. Two additional buildings on the 6.5 acre property could also be used to expand cultivation to 254,000 square feet.

Narcotic Control Regulation's Licensing

Our subsidiary, N. Vine has applied for a Controlled Drugs and Substances Dealer's License, and is considered eligible for this license under the Narcotic Control Regulations of Canada as a corporation that has its head office in Canada or operates a branch office in Canada. To apply for a dealer's licence, a person shall submit an application to the Minister containing:

An application for a dealer's licence must:

An application for a dealer's licence must be accompanied by:

The method proposed by the applicant for recording their narcotic transactions must:

The Minister may, on receiving an application made under these Regulations, require the submission of any additional information that pertains to the information contained in the application and that is necessary for the Minister to process the application.

Subject to section 9.4 of the Narcotic Control Regulations, the Minister shall, after examining the information and documents required as stated above, issue a dealer's licence that contains:

The Minister shall refuse to issue, renew or amend a dealer's licence if:

Unless it is necessary to do so to protect public health, safety or security, including preventing a narcotic from being diverted to an illicit market or use, the Minister shall not refuse to issue, renew or amend a licence under paragraph (1)(c) or (g) of the Narcotic Control Regulations if the applicant:

Operations

The Company operates in the newly created regulated medical marijuana sector in Canada. This sector is defined by specific legislation that regulates the production, storage and sale of narcotics. This new regime borrowed from existing pharmaceutical regulations that mandated storage, production and security requirements which could be easily enforced. Part of the new legislation was a requirement to create the facility and be inspected prior to licensing.

To date the Company's focus has been on setting-up its various subsidiaries, entering into strategic relationships and establishing facilities that meet the requirements to obtain a MMPR Licensed Producer designation from Health Canada.

The primary specialized skill unique to the medical marijuana industry is with respect to the growing of product. While a background in the growing of marijuana specifically may be helpful, the nature of growing marijuana does not differ substantially from the nature of growing any other greenhouse product. These skills are generally available. The Company will also require client care staff when its business becomes operational.

Customer care staff is a skill set that is also generally available in the market.

Differentiation in the strains of medical marijuana is primarily achieved through the procurement of seeds.

Obtaining seeds for growing medical marijuana must be done in accordance with the MMPR. Seeds must be obtained from a legal source which includes seeds acquired from Health Canada and seeds imported from a jurisdiction allowed to export seeds. An authorization from Health Canada is required to conduct such a transaction.

Equipment used is specialized, but is readily available and not specific to the cultivation of medical marijuana.

Subject to available funding, the Company does not anticipate any difficulty in obtaining equipment as needed.

All aspects of Company's business are governed by standard operating procedures, from security procedures (rounds/incidents) to cleaning protocols. The majority of regulations have little to do with the actual growing of marijuana but are security and quality related.

Principal Products

Through our subsidiary BLI, we have 13 proprietary formulations for out-licensing to cosmetic, nutraceutical and pharmaceutical companies. BLI has identified several other botanicals as candidates to produce. On February 17, 2015, BLI launched eight phytocannabinoid formulas at CannaCon Seattle 2015. One formula consists of a beverage known as ECS Supreme, which contains phytocannabinoids and Abattis' patented nitric oxide blend. Other condition-specific cannabinoid formulas address nausea, anxiety and traumatic brain injury.

Through our subsidiary iJuana, we have 77 Natural Health Product Licenses issued by Health Canada. These range from (A) Aloe Vera to (Z) Zinc.

Through our subsidiary Biocube, we have the worldwide rights to a building product derived from magnesium oxide known as MgO board, which has applications in all areas of the building and construction industry as a fireproof, antimicrobial, antibacterial, waterproof, and recyclable material

Through our investment in Experion, we have developed strains of cannabis for use across many medical conditions when our MMPR application is approved.

Through our affiliate IPS, we own a secure banking software which provides a pre-paid cash component for financial transactions. We would use a mobile app and a loyalty card which allows patients to easily purchase medical marijuana.

Through our subsidiaries iJuana Cannabis Inc. and N. Vine; and investment in Experion, the Company intends to grow, package and sell medical marijuana in Canada. These subsidiaries have no operations in this business area as of this date.

Through our subsidiary NAB and N. Vine, the Company intends to develop customized THC extract oils and CBD extract oils, customized vaporizer flavors, sprays, creams and tinctures all related to the medical marijuana industry. These subsidiaries have no operations in this business area as of this date.

Through our affiliate Phytalytics and subsidiary N. Vine, the Company offers analytical and laboratory services for nutraceuticals, biopharmaceuticals and plant based medicines including medical marijuana.

To date, we have not generated any significant revenues and we remain in the development stage. Our ability to pursue our business plan and generate revenues is subject to our ability to obtain additional financing, and we cannot give any assurance that we will be able to do so.

Market Plans and Strategies

Medical Marijuana

Health Canada in 2014 suggested there are over 41,000 patients registered, and by 2024, that number is projected to rise to over 450,000 patients.

Direct Sales to Consumers via Online or Telephone Channels

Upon registration, consumers in Canada will be able to directly and securely purchase or re-order the Company's products via the company's website which will be further enhanced through search engine optimization ("SEO") strategies. According to the regulations of Health Canada, only patients within Canada will be able to purchase these products through these channels.

In order for customers to register with the Company and order its products they must provide the following documents:

The Company anticipates it will have additional revenue opportunities from merchandise sales, consulting, brand licensing, and proprietary technology and software licensing.

Sales via Intermediaries (Medical Professionals)

The Company also intends to market and promote its medicinal marijuana product to health care professionals. The Company intends to work closely with medical professionals to provide educational and awareness training to ensure they understand the benefits of its products and incentivize professionals to recommend the Company's products to patients that may benefit from its use, the Company will also verify the physician is able to practice and is not prohibited from prescribing controlled substances and/or narcotics. Further verification will be made with the physician's office to ensure that the medical documentation and quantity is complete and correct. Medical professionals will be able to scan bar codes to place direct orders online or via the phone through a dedicated line.

Once the Company has been able to establish a stronger brand and gain recognition of its product quality, medical professionals can be strategically approached to expand this channel. However, it should be noted that intermediary channels are strongly dependent on brand and quality development and thus must be developed concurrently to optimize our strategy.

Competition

Marijuana Industry

The Company has applied for Licensed Producer Status under the MMPR in Canada. As of April 27, 2015, there are 24 Licensed Producers in Canada each intending to produce medical marijuana.

 

Notes:

A number of other entities have applications pending, or will seek to obtain Licensed Producer Status under the MMPR.

The differentiators between competitors are expected to be price, quality (smell/taste/appearance), organic purity (zero additive, pesticide, mold treatment or anti-biological), and production process. The cost of growing an inexpensive strain (i.e. mass market) is identical to growing premium strains and the crop risks are identical (disease, pests and infrastructure failure). The majority of firms with listed product often overlap in strains and strengths (THC/CBD).

Bioceutical Industry

Notwithstanding the foregoing, the bioceutical and nutraceutical industries are highly competitive and subject to significant and rapid technological change. Developments by our competitors may render our products obsolete or noncompetitive. Numerous companies compete in our market, many of which have greater size and financial, personnel, distribution and other resources greater than ours. Our principal competition in the distribution channels where we are marketing our current products and where we intend to market other products comes from a limited number of large nationally known manufacturers and many smaller manufacturers of nutraceutical supplements. In addition, large pharmaceutical companies compete with us on a limited basis in the nutraceutical supplement market. Increased competition from such companies could have a material adverse effect on us because such companies have greater financial and other resources available to them and possess distribution and marketing capabilities far greater than ours. We also face competition in mass market distribution channels from private label nutraceutical supplements offered by health and natural food store chains and drugstore chains. We cannot assure that we will be able to compete.

Intellectual Property

Patents

The proprietary nature of, and protection for, our product candidates, processes, and know-how are important to our business. Our success depends in part on our ability to protect the proprietary nature of our product candidates, technology, and know-how, to operate without infringing on the proprietary rights

of others, and to prevent others from infringing our proprietary rights. We seek patent protection in Canada and internationally for our product candidates and other technology. Our policy is to patent or in-license the technology, inventions and improvements that we consider important to the development of our business. In addition to patent protection, we intend to use other means to protect our proprietary rights, including pursuing marketing or data exclusivity periods, orphan drug status, and similar rights that are available under regulatory provisions in certain countries, including the United States, Europe, Japan and China.

We also rely on trade secrets, know-how, and continuing innovation to develop and maintain our competitive position. We cannot be certain that patents will be granted with respect to any of our pending patent applications or with respect to any patent applications filed by us in the future, nor can we be sure that any of our existing patents or any patents granted to us in the future will be commercially useful in protecting our technology.

Despite these measures, any of our intellectual property and proprietary rights could be challenged, invalidated, circumvented, infringed or misappropriated, or such intellectual property and proprietary rights may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages.

Subsequent to the year ended September 30, 2014, the Company was granted a patent, which was originally acquired on April 16, 2009 from PRB and Pacific Bio.

The following table lists the intangible assets managed by the Company and the full value of the asset. The shares and cash paid by the Company for its part or full ownership of the asset are also listed:

With respect to any patents that may issue in the United States and Europe, we may also be entitled to obtain a patent term extension to extend the patent expiration date.

Trademarks

As of the date of this prospectus, we have three trademarks.

Other

We rely upon unpatented trade secrets, know-how, and continuing technological innovation to develop and maintain our competitive position. We seek to protect our ownership of know-how and trade secrets through an active program of legal mechanism including assignments, confidentiality agreements, material transfer agreements, research collaborations, and licenses.

Government Regulation

Medical Marihuana Production in Canada

On July 30, 2001, the Government of Canada implemented the Marihuana Medical Access Regulations (MMAR) under subsection 55(1) of the Controlled Drugs and Substances Act, which defines the circumstances and the manner in which marijuana can be used in Canada for medical purposes. The MMAR and regulations granted access to marijuana for Canadians suffering from symptoms (pain, muscle spasms, nausea, and weight loss) related to multiple sclerosis, cancer, HIV, spinal cord injury, epilepsy, arthritis or other debilitating symptoms as determined by a medical doctor.

On June 7, 2013 the Canadian regulations concerning the production and sale of medical marijuana were amended by the Marihuana for Medical Purposes Regulations (MMPR) which permit licensing commercial growers beginning April 1, 2014, while eliminating provisions for its production on a personal-use basis. Applications for personal-use production ceased to be processed as of October 1, 2013 and, individuals authorized to possess medical marihuana under the MMPR must transition to the new licensed producer regime.

The revised regulations create conditions for a commercial industry responsible for medical marijuana production and distribution, by eliminating small-scale, personal-use production. Commercial growers can now submit applications to Health Canada for the production of medical marijuana and, if licensed, supply patients who qualify for the product at a price established by market forces and at the discretion of producers.

The MMPR only permits the sale of dried marihuana; the production of concentrated or edible forms (oils, resins, teas or infusions) is not permitted. On March 21, 2014, the Court of Appeal of the Province of British Columbia ruled with R v. Owen Edward Smith that the MMPR`s restriction on the production of edible marihuana products for medicinal purposes is unconstitutional. It is expected that the court`s decision will be appealed to the Supreme Court of Canada where, if it is affirmed, would compel the Government of Canada to regulate access to edible medical marihuana products.

Other relevant requirements for applicants and licensed producers under the MMPR include:

Other aspects of the MMPR relevant to our business include:

To date, Health Canada has not published or established any timelines or detailed procedures for the processing, evaluation or vetting of applications to obtain a producer license under the MMPR. Based on third party public information, we estimate that applications will be processed within 6 to 18 months from submission. Following acknowledgement of a complete application, applicant producers are subject to interviews, site visits and other due diligence procedures at the discretion of Health Canada.

Licensed Products under the MMPR are required to report of the following additional information to the Office of Controlled Substances of Health Canada on a monthly basis, unless otherwise stated:

Marihuana Production in the United States

Our Company is focused on the Medical Marihuana Industry in Canada supported by the Canadian Federal Government and administered by Health Canada under the MMPR. Our Company is following the strict guidelines outlined regarding security, quality control and safety of the product under the current federal MMPR program.

In the United States it is still illegal under federal law to grow, cultivate and sell medical or adult use marijuana. However, 23 states have approved medical marihuana for use and two states have approved adult use regulations. The United States Federal government justice department has released memo's that will respect the individual states where strict guidelines are followed and enforced so the health, safety and security are protected by state authorities. If the individual state framework fails to protect the public the Federal government will act in enforcing the Controlled Substances Act of 1970 and the DEA will enforce the federal law.

As at the date of this registration statement, our Company has not entered into any prospective or definitive arrangements to produce or distribute marihuana products in the United States. However, our Company continually reviews opportunities in the medical marihuana sector in both Canada and the United States.

Other Regulations

We are also subject to numerous federal, provincial, state and local laws relating to such matters as safe working conditions, manufacturing practices, environmental protection, fire hazard control, and disposal of hazardous or potentially hazardous substances. We may incur significant costs to comply with such laws and regulations now or in the future.

Research and Development

Our subsidiary BLI specializes in research and development of botanicals for out-licensing our proprietary formulas to third parties.

We anticipate our subsidiaries NAB and N. Vine; and our investment in Experion, will conduct further research and development to increase production efficiencies, advance new medicinal marijuana strains and formulate compositions for sprays, creams and tinctures for sale.

As of September 30, 2014, the Company has spent $129,057 on research and development (September 30, 2013 - $123,559). The research and development expenses incurred in 2013 and 2012 are directly related to the activities of BLI.

Employees

As of April 27, 2015, our staff included one person, comprised of one full time employee. We primarily use the services of sub-contractors and consultants for our business operations.

Our employee is not part of a labor union or covered by collective bargaining agreement. We consider our relationship with our employee to be good. Our company uses a cost-effective business model, only retaining top management as company employees or dedicated consultants, and drawing upon other consultants to advance our development programs. As of April 27, 2015, our management consisted of our chief executive officer, chief financial officer, chief operating officer, tech advisor and global product development advisor.

Environmental Laws

As of the date of this prospectus, the Company is in compliant with local environmental laws. The Company has no reason to believe it is in violation of any environmental laws both provincially and federally.
 

DESCRIPTION OF PROPERTY

The Company leases a 3742 square foot office in Langley, British Columbia, from Toro Holdings Ltd. The lease is for a 3-year term ending October 31, 2015 unless otherwise renewed. In 2015, the Company will pay $36,291 under the lease agreement.

The Company sub-leases a 16,200 square foot facility from Crimson Opportunities Ltd., which is owned by Rene David. The facility is located in Squamish, British Columbia and is zoned for medical marijuana production. Until the Company secures a license, the facility will be used to manufacture and warehouse its proprietary Biocube systems. Once a license has been granted, the facility will be used to grow medical marijuana, as well as being converted to house up to 28 Biocube systems, an in-house laboratory, and a vault area for the secure storage of cannabis. Two additional buildings on the 6.5 acre property could also be used to expand cultivation to 254,000 square feet. The lease is for a 5-year term ending May 31, 2019 unless otherwise renewed. The Company will pay approximately $437,400 annually under the lease.

The Company's wholly owned subsidiary, Animo Wellness Corporation, which conducts business through Medical Marijuana Labs, entered into a 5-year lease with PurGenesis Technologies, Inc. for the lease of approximately 5,000 square feet of lab and production space at a cost of $120,000 in annual gross rent. The facility is located in the Province of Quebec. The Company intends to produce medical marijuana in this facility. Amino Wellness Corporation changed its name to iJuana Cannabis Inc. on January 28, 2014.

MANAGEMENT

The current directors and officers of the Company are listed below. Directors are generally elected at an annual general meeting of

shareholders and hold office until the next annual general meeting of shareholders, or until their successors are elected and qualified executive officers are elected by directors and serve at the Board's discretion.

Notes:

William "Bill" Fleming

Mr. William "Bill" James Fleming has an extensive business background with national and international companies. Mr. Fleming has been VP E-Commerce for Bermuda based GlobeNet Communications, presently a Co-Founder of Goose Bay Capital Corporation and is the CFO and Director of NWest Energy Corporation. Mr. Fleming is the Founder of Mernova Medicinal Inc., an Aboriginal owned company focused on becoming a Canadian producer of legal marijuana. Mr. Fleming also has served with senior executive teams dealing with equity and debt financings. Mr. Fleming is a graduate of St. Francis Xavier University and a recipient of the ROTP Military Scholarship.

Mike Withrow

Mr. Mike Withrow is founder of North American BioExtracts Inc., an extraction technology equipment company and Biocell Labs Inc. and has served as VP of Business Development in two nutracuetical companies: Canadian Pacific Algae Inc. and Canadian Pacific Vital Plankton. He brings an in-depth

knowledge of supplement innovation, ingredients, is well connected in the ingredients and natural health product industry. Mike is a valued member of any team and is capable of managing intellectual property, ingredient research, extraction technologies, and formulation. He also has a keen understanding of animal and human testing, grant funding, and product and market development of a company's nutraceutical ingredient and finished product strategies. Mike is a board member of a publicly traded mining and exploration company and is a board Member of the Saskatoon Berry Council of Canada. During the past five years, Mr. Withrow was also a director of Newton Gold Corp., a TSXV junior resource company.

Mr. Withrow continues to consult to nutracuetical companies and has been instrumental in helping companies in very different industries receive over $3,800,000 in grant money. He was a founding partner of BFuel Canada Ltd., a planned bio-diesel facility in Lethbridge AB. Prior to BFuel Mike co-founded CBN Systems Inc., a company that unified and patented all known color spaces via the "CBN Code" and linked spectrophotometry to user friendly designer software and a colour formulation system. Early in his career Mike founded PowerTrader Inc., which was the first company to offer real-time financial data via a stand-alone MS Windows platform and on the Internet. Prior to that Mike was a floor trader on the Vancouver Stock Exchange.

Terrence (Tim) Fealey

Dr. Tim Fealey is a partner at OTC Nutrition LLC and formerly held the position of Senior VP Global Food and Beverage Strategic Planning for The Proctor and Gamble Company. Additionally, he has had senior R&D and Strategic leadership responsibilities with The Coca-Cola Company and recently served as Senior VP Chief Innovation Officer of Martek Bioscience Corporation, a leading nutrition biotechnology company based in Maryland, USA. Dr. Fealey has over 30 years of combined R&D and general management experience in all aspects of technology management and global strategic planning. He brings extensive business experience, knowledge, and a broad network, both private companies and public institutions, of personal contacts in all regions of the world. Dr. Fealey was a key contributor to the highly successful global expansion of the Pringles brand as well as other well-known consumer product brands. He has extensive experience in the business of foods and beverages including suppliers and external capabilities and to the global academic and regulatory communities. Dr. Fealey holds a PhD in Physical Chemistry from Georgetown University and MBA from University of Chicago.

Douglas Sorocco

Mr. Douglas Sorocco practices law in the areas of intellectual property, technology, licensing, life sciences and patents and is involved in counseling and transactional work involving all aspects of intellectual property. He is ranked among Oklahoma's top intellectual property practitioners by the highly regarded Chambers USA: America's Leading Lawyers for Business. Mr. Sorocco was recently selected by attorney peers for inclusion in Oklahoma Super Lawyers--Rising Stars Edition (2010).

Mr. Sorocco's scientific background has focused on all areas of biotechnology and life sciences (including molecular biology, cell biology, glycobiology, biochemistry, developmental biology, immunology, microbiology, virology, and genetics; pharmaceutical compositions; molecular diagnostics and techniques; medical devices and equipment) as well as chemistry and chemical engineering.

Mr. Sorocco has significant experience in providing strategic and tactical intellectual property counsel to individual clients, universities, large pharmaceutical and manufacturing companies, and start-up biotechnology companies. He is an adjunct faculty member at the Oklahoma City University School of Law and the Physiology Department at Oklahoma University Health Sciences Center.

Emanuel "Manny" Montenegrino

Mr. Emanuel (Manny) Montenegrino is the President and CEO of Think Sharp Inc., Think Sharp Inc. is an invaluable service to corporate clients who seek expeditious, creative solutions for their business objectives while facing government barriers. Mr. Montenegrino was previously Chair of the Government Relations Group at Lang Michener LLP, now McMillan LLP and has 32 years' experience as a business lawyer.

Rene David

Mr. Rene David has over 20 years of experience in real estate development, finance, and business strategy. He started his career at VanCity, Canada's largest Credit Union as a real estate developer and then went into investment banking in Western Canada. He later expanded his interests to include the resource, food and water industries, and assisting corporations who are dealing with the globalization of local sources. In his normal course of duties, Mr. David's responsibilities include internal financial controls and analysis, procurement and contracts management. His continuous review of operating and capital plans is geared towards improving the internal controls and financial best practices in order to deliver highest value product and strong company values.

Guy Dancosse

Mr. Guy Dancosse, Q.C. has extensive experience in arbitration, negotiation and mediation, nationally and internationally, in many areas of business, including the public sector. He has appeared before Courts of all jurisdictions in Canada. He acted as counsel in commercial arbitration, both nationally and internationally (International Chamber of Commerce). He also served as Arbitrator in commercial cases in Canada. Finally, he acted as counsel, and as party appointed Arbitrator in Labour and Employment matters across Canada, and in the United States.

He was part of Canadian Task Forces and Inquiry Commissions (Pilotage in the St. Lawrence River and Native Land Claims), and also headed World Bank and African Development Bank missions with mandates to review and recommend reforms to the legal and judicial systems of countries in Africa (Tanzania - Chad).

He served in the Canadian Foreign Service as a foreign service officer posted in Washington, D.C. and worked at General Dynamics' legal department (Canadair and Flextrack Nodwell) on their international aircraft sales programs.

He has undergone post-graduate training in mediation and arbitration at Harvard University, Boston, and is a member of the Advisory Board for Groupe Ocean Inc. and the Board of Directors for the Royal Canadian Mint. He is also a member of the Canadian Arbitration Committee of the ICC International Court of Arbitration (Paris). He has completed the Directors Education Program at Rotman School of Management in Toronto, jointly developed by the Institute of Corporate Directors (ICD) and the Rotman School of Management to help board directors clarify their mission and fully exercise their leadership potential as a Board member.

Family Relationships

There are no family relationships between any of the executive officers and directors. Each director is elected at our annual meeting of shareholders, if management deems it advisable to hold an annual

meeting of shareholders, and holds office for a term of one year, or until his successor is elected and qualified.

Cease Trade Orders or Bankruptcies

To the knowledge of the Company, no director of the Company is or has been, within the past 10 years, a director, chief executive officer or chief financial officer of any Company that:

To the knowledge of the Company, no proposed director of the Company is or has been, within the past 10 years, a director or executive officer of any Company that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets.

Individual Bankruptcies

To the knowledge of the Company, no proposed director of the Company has, within the past 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Penalties or Sanctions

To the knowledge of the Company, no proposed director has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

MANAGEMENT COMPENSATION

The following disclosure of all direct and indirect compensation provided to certain executive officers and directors for, or in connection with, services they have provided to the Company or a subsidiary of the Company.

Summary Compensation Table for Named Executive Officers

The following summary compensation tables set forth information concerning the annual and long-term compensation for services in all capacities to our Company for the year ended September 30, 2014 of those persons who were, at September 30, 2014: (i) the principal executive officer (Mike Withrow); (ii) the principal financial officer (Rene David) and (iii) the two other most highly compensated executive

officers of the Company, whose annual base salary and bonus compensation was in excess of US $100,000 (none):

Notes:

The compensation amounts reported as option-based awards in the above table represent the estimated grant date fair value of the stock options granted during the year. All of these stock options were granted with an exercise price equal to the market price of the Common Shares on the date of grant. The amounts reported do not represent the net cash proceeds received by the individuals from the exercise of stock options.

General Compensation Strategy

The Company has, as of yet, no significant revenues from operations and often operates with limited financial resources to ensure that funds are available to complete strategic acquisitions and to develop its products. As a result, the directors of the Company have to consider not only the financial situation of the Company at the time of the determination of executive compensation, but also the estimated financial situation of the Company in the mid and long term. An important element of executive compensation is that of stock options and incentive and performance share bonuses, which do not require cash disbursements by the Company.

Remuneration plays an important role in attracting, motivating, rewarding and retaining knowledgeable and skilled individuals to the Company's management team. The main objectives the Company hopes to achieve through its compensation arrangements are:

The key elements of executive compensation awarded by the Company are: (i) base consulting fees/salary; (ii) potential annual and other incentive awards; (iii) potential performance based incentive awards; and (iv) incentive stock options. The goal of the Company's executive compensation system is to attract, motivate and retain the best talent possible while at the same time being fair to its shareholders. As the Company continues to establish itself as a viable business, the Board has created and expects to continue to create a comprehensive set of business performance metrics or industry standard benchmarks to determine executive compensation. Variables that factor into establishing its executive compensation system include, but are not limited to, the following, which are set out in no particular order:

Executive Compensation Agreements

Consulting Agreement - Michael Withrow (former President, CEO & Director)

Mr. Withrow was appointed as the President and CEO of the Company on February 1, 2011. On January 10, 2011, Mr. Withrow entered into a consulting agreement with the Company pursuant to which he was engaged as an advisor to the Company. This agreement was subsequently terminated and superseded by an executive consulting agreement dated effective May 1, 2011, as amended January 1, 2014 between the Company and Chiron Capital Inc. (the "Withrow Agreement") with respect to his executive positions held with the Company since February 1, 2011. Mr. Withrow resigned as President and CEO of the Company effective February 1, 2015. He remains a director and a consultant to the Company.

Pursuant to the terms of the Withrow Agreement, Mr. Withrow initially received $120,000 per annum plus applicable HST/GST, which has subsequently been increased to $175,000 per annum plus applicable GST. In addition, from and after January 1, 2014, Mr. Withrow is entitled to receive an incentive bonus of 500,000 Common Shares upon each MMPR license and/or a controlled substance license being granted by Health Canada to the Company or a subsidiary of the Company, or upon the Company or a subsidiary otherwise acquiring an MMPR license and/or controlled substance license, which number of shares may be pro rated in certain circumstances where the Company or a subsidiary does not own a 100% interest in

the entity holding such license. Mr. Withrow is also entitled to receive additional variable performance bonuses, incentive shares and/or stock options, at the sole discretion of the Board. In the event the Company provides a benefits package to its consultants and employees, then Mr. Withrow is also entitled to receive benefits thereunder. All reasonable documented expenses incurred by Mr. Withrow in connection with his duties are also reimbursed by the Company.

Mr. Withrow may terminate the Withrow Agreement at any time by providing the Company with 60 days' written notice. The Company may, at any time, terminate the Withrow Agreement for cause, without notice and without liability for any claim, action or demand. Notwithstanding the aforementioned, the Company may terminate the Agreement by paying to Mr. Withrow a lump sum amount equal to three months' salary plus one additional month's salary for each full year of service provided by Mr. Withrow (up to a maximum of 12 months' salary), plus any other amounts owed by the Company to Mr. Withrow under the Withrow Agreement at the time of termination.

In the event that Withrow Agreement is terminated within 12 months of a change in control of the Company, then Mr. Withrow will be entitled to a lump sum payment equal to nine months' salary. In addition, the Company is required to pay all accrued but unpaid consulting fees and bonuses owing to Mr. Withrow, and any previously issued but unvested options granted to Mr. Withrow vest immediately on termination and remain exercisable for the period of time as is permitted under the Option Plan.

Consulting Agreement - Crimson Opportunities Ltd. (Rene David - CFO & COO)

On November 19, 2013, Rene David was appointed as the CFO and Chief Operations Officer ("COO") of the Company. Pursuant to an executive consulting agreement with Crimson Opportunities Ltd. ("Crimson") dated October 1, 2013, as amended January 1, 2014 (the "Crimson Agreement"), Crimson was engaged to provide management consulting services, including the services of Rene David to act as the CFO and COO of the Company.

Pursuant to the terms of the Crimson Agreement, Crimson receives $125,000 per annum plus applicable GST, Crimson is entitled to receive an incentive bonus of 400,000 Common Shares upon each MMPR license and/or a controlled substance license being granted by Health Canada to the Company or a subsidiary of the Company, or upon the Company or a subsidiary otherwise acquiring an MMPR license and/or controlled substance license, which number of shares may be pro rated in certain circumstances where the Company or a subsidiary does not own a 100% interest in the entity holding such license. Pursuant to the Crimson Agreement, Crimson is also entitled to receive 1,000,000 incentive stock options, as follows: (i) 250,000 options upon execution of the Crimson Agreement (which options have been granted); (ii) 250,000 options upon the completion of a $400,000 financing (which options have been granted); (iii) 250,000 options upon the completion of a $1,000,000 financing (which options have been granted); and (iv) 250,000 options upon the announcement by Health Canada that the Company or one of its subsidiaries is a licensed producer under MMPR. Crimson is also entitled to additional variable performance bonuses, incentive shares and/or stock options, at the sole discretion of the Board. All reasonable documented expenses incurred by Crimson in connection with providing services under the Crimson Agreement are also reimbursed by the Company.

Crimson may terminate the Crimson Agreement at any time by providing the Company with three months' written notice until September 30, 2014 and thereafter by providing six months' notice. The Company may, at any time, terminate the Crimson Agreement for cause or upon the death or disability of Rene David, without notice and without liability for any claim, action or demand.

Incentive Plan Awards for Executive Officers of the Company

Outstanding Option-Based Awards

The following table (and notes thereto) states the names of each person who is a Named Executive Officer, and the value of all compensation provided for the most recently completed financial year of the Company ended September 30, 2014.

Notes:

During the year ended September 30, 2014, 890,000 options were exercised by Mike Withrow directly or through a company controlled by Mr. Withrow.

During the year ended September 30, 2014, 550,000 options were exercised by Rene David directly or through a company controlled by Rene David.

The Company did not have a long-term incentive plan pursuant to which cash or non-cash compensation intended to serve as an incentive for performance (whereby performance is measured by reference to financial performance or the price of the Company's securities) was paid or distributed to the Named Executive Officers during the most recently completed financial year.

The significant terms of the Option Plan, pursuant to which all current option-based awards have been granted to executive officers of the Company are set out below under the heading "Equity Compensation Plan" below.

There was no re-pricing of stock options under the Option Plan or otherwise during the Company's most recently completed financial year ended September 30, 2014.

Pension Plan Benefits for Executives of Company

As of April 27, 2015 and as at the year ended September 30, 2014, the Company did not maintain any defined benefit plans, defined contribution plans or deferred compensation plans.

Termination and Change of Control Benefits and Employment Contracts

As at April 27, 2015, the Company had the following plans or arrangements whereby NEOs could be compensated in the event of such NEO's resignation, retirement or other termination of employment, or in the event of a change of control of the Company:

Director Compensation

The Company has five directors as at April 27, 2015.

The Company has no arrangements, standard or otherwise, pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation or involvement in special assignments during the most recently completed financial year or subsequently, up to and including the date of this registration statement.

The Company grants stock options to directors pursuant to the terms of the Option Plan (see "Equity Compensation Plan" below for details). The purpose of granting such stock options is to assist the Company in compensating, attracting, retaining, and motivating the directors of the Company and to align the personal interests of such persons to that of Shareholders.

Director Compensation Table

The following table (and notes thereto) states the names of each director, who is not also a Named Executive Officer, and the value of all compensation provided for the most recently completed financial year of the Company ended September 30, 2014.

Notes:

During the fiscal year ended September 30, 2014, $53,000 in director's fees were paid to directors of the Company for services in their capacity as directors of the Company and $215,042 was paid to directors of the Company for consultant services in their capacity as directors of the Company.

During the fiscal year ended September 30, 2014, the Company paid Mr. Tim Fealey $8,000/month for providing senior industry advisory services to the Company pursuant to a consulting agreement dated March 1, 2012 (the "Fealey Agreement"). The term of the Fealey Agreement is for three years and may be extended upon written notice at least 5 days prior to the expiry date. The Fealey Agreement will not expire unless terminated by Mr. Fealey.

A private company, owned by Mr. Hedley, Hedley Enterprises Ltd. ("HEL"), a Canadian distributer of natural health products, entered into a distribution agreement with the Company on April 20, 2012, whereby HEL was granted the exclusive right to purchase, resell and distribute various health products, including certain nitric oxide natural products that may be manufactured by the Company during the term of the agreement. The term of the agreement is for five years, renewable at the sole discretion of the Company. No consideration was paid to Mr. Hedley pursuant to this agreement during the financial year ended September 30, 2014.

A law firm of which Mr. Sorocco is a 1/3 partner provides legal services to the Company from time to time.

During the year ended September 30, 2014, the Company paid this law firm $75,618 (fiscal year ended September 30, 3013: $33,150). Directors are entitled to be reimbursed for reasonable expenditures incurred in performing their duties as directors.

Directors are also entitled to participate in the Option Plan (see "Equity Compensation Plans" below for details), which is designed to give each option holder an interest in preserving and maximizing shareholder value in the longer term. Individual grants are determined by an assessment of each individual director's current and expected future performance, level of responsibilities and the importance of his position and contribution to the Company.

Incentive Plan Awards for Non-Executive Directors

Outstanding Option-Based Awards - Non-Executive Directors

The following table provides the option-based awards outstanding to the non-executive directors of the Company as of September 30, 2014.

Notes:

Option-Based Awards - Directors

The following table summarizes the value of incentive plan awards vested or earned by non-NEO directors as of September 30, 2014.

Notes:

Pension Plan Benefits - Directors

The Company does not have a pension plan that provides for payments to the directors at, following or in connection with retirement.

EQUITY COMPENSATION PLAN

Equity Compensation Plan Information

We have no long-term incentive plans other than the stock option plan described below:

The following table sets out securities authorized for issuance under equity compensation plans as of September 30, 2014.

Note:

2012 Incentive Stock Option Plan

The Company maintains a stock option plan dated for reference June 18, 2012 (the "Option Plan") for its directors, officers, employees and consultants. The Option Plan was approved by the shareholders of the Company at its annual general meeting held on July 23, 2012. As of the date of April 27, 2015, the Company has 3,123,100 stock options outstanding (4.48% of the issued capital as at such date) and an additional 3,843,695 stock options were available for grant (5.52% of the issued capital as at such date).

The purpose of the Option Plan is to advance the interests of the Company by encouraging the directors, officers, employees and consultants of the Company to acquire Common Shares thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of its affairs.

Under the Option Plan, the aggregate number of optioned shares that may be issued may not exceed 10% of the number of issued and outstanding Common Shares of the Company at the time of granting of options.

The Board has the discretion to grant options pursuant to the terms of the Option Plan. Options may be granted to eligible persons, being: directors, executive officers, employees or consultants. Limitations on issue include:

Pursuant to the Option Plan, the exercise price of options is set by the Board and cannot be less than the closing market price of the Common Shares on the trading day immediately prior to the date of grant less any allowable discounts if permitted under applicable exchange policies. Options may be granted for a maximum of 10 years from the date of grant.

All options granted under the Option Plan are non-transferable and non-assignable.

Where permitted by applicable regulators, vesting provisions are at the sole discretion of the Board except that options granted to consultants conducting investor relations activities will vest, at a minimum, over a period of not less than 12 months as to 25% on the date that is three months from the date of grant and a further 25% on each successive date that is three months from the date of the previous vesting.

Any reduction in exercise price of an option previously granted to an insider requires disinterested shareholder approval. Any other amendments to the Option Plan or to any options granted under the Option Plan will be required to comply with applicable Exchange policies.

Options will expire immediately upon the optionee leaving his or her employment/office except that:

CORPORATE GOVERNANCE

Corporate governance relates to activities of the Board, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. 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 Canada, National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101") requires that each reporting company in Canada disclose its corporate governance practices on an annual basis. The Company's general approach to corporate governance is summarized below.

Board of Directors

Independence

The Company's Board is comprised of five (5) directors: Tim Fealey, Douglas Sorocco, Bill Fleming, Manny Montenegrino and Guy Dancosse.

Section 1.4 of National Instrument 52-110 - Audit Committee ("NI 52-110") sets out the standard for director independence. Under NI 52-110, a director is independent if he has no direct or indirect material relationship with the Company in Canada. A material relationship is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment. NI 52-110 also sets out certain situations where a director will automatically be considered to have a material relationship to the Company.

Applying the definition set out in section 1.4 of NI 52-110, the only members of the Board who are independent are Manny Montenegrino and Guy Dancosse. Bill Fleming is not independent by virtue of the fact that he is an executive officer of the Company. Mike Withrow is not independent since he was an executive officer of the Company. Mr. Fealey is not independent as he is a paid consultant of the Company. Mr. Hedley is not independent as a private company of which he is a shareholder and director has an exclusive distribution agreement with the Company. Mr. Sorocco is not independent as a law firm, of which he is a 1/3 partner, provides legal services to the Company from time to time.

The directors are responsible for managing and supervising the management of the business and affairs of the Company. Each year, the Board must review the relationship that each director has with the Company in order to satisfy themselves that the relevant independence criteria have been met.

Nomination Committee

The Board does not have a nominations committee or a formal procedure with respect to the nomination of directors. Nominees have historically been recruited by the efforts of existing Board members, and the recruitment process has involved both formal and informal discussions among Board members. New nominees must have at track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the required time, show support for the Company's mission and strategic objectives and have a willingness to serve.

The Board monitors, but does not formally assess, the performance of individual Board members and their contributions. The Board does not, at present, have a formal process in place for assessing the effectiveness of the Board as a whole, its committees or individual directors, but will consider implementing one in the future should circumstances warrant. Based on the Company's size, its stage of development and the limited number of individuals on the Board, the Board considers a formal assessment process to be inappropriate at this time.

Compensation Committee

The Board does not currently have a compensation committee or a formal procedure with respect to determining compensation for the directors and the CEO. All employment, consulting or other compensation arrangements between the Company, or its subsidiary, and the directors or executive officers are considered and approved by disinterested members of the Board. The Board annually reviews and approves corporate goals and objectives relevant to the compensation of the CEO, evaluates the CEO's performance in light of those goals and objectives and sets the CEO's compensation level based on this evaluation. The Board meets without the presence of other executive officers when approving the CEO's compensation but may invite the CEO to be present during approval of other executive officer compensation.

Audit Committee

The Company has an Audit Committee whose primary function is to assist the Board in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and Shareholders, the Company's systems of internal controls regarding finance and accounting, and the Company's auditing, accounting and financial reporting processes.

Audit Committee Charter

The Audit Committee operates under a written charter that sets out its responsibilities and composition requirements.

Composition of the Audit Committee

As at the year ended September 30, 2014, the Company's Audit Committee is comprised of members consisting of Mike Withrow, Tim Fealey and Douglas Sorocco. The following table sets out the

names of the members of the Audit Committee and whether they are 'independent' and 'financially literate' for the purposes of NI 52-110.

Notes:

PRINCIPAL SHAREHOLDERS

The following table shows the major shareholders that are beneficial owners of 5% or more of our common stock as of the date of this prospectus. Unless otherwise indicated, each owner has sole voting and investment powers over his shares of common stock. Unless otherwise indicated, beneficial ownership is determined in accordance with the Rule 13d-3 promulgated under the Securities and Exchange Act of 1934, as amended, and includes voting or investment power with respect to shares beneficially owned.

All of our shareholders, including the shareholder(s) listed below, have the same voting rights attached to their common shares. See "Description of Securities - Common Stock." Unless otherwise noted below, each shareholder's address is Suite 1040 - 885 West Georgia Street, Vancouver, British Columbia, V6C 3H1.

A description of any material relationship that our principal shareholders have had with us or any of our predecessors or affiliates within the past three years is included under "Certain Relationships and Related Party Transactions."

Notes:

DESCRIPTION OF SECURITIES

Common Stock

The Company is authorized to issue an unlimited number of shares of common stock without par value. As of the date of this prospectus, the Company has 69,667,951 shares of common stock outstanding.

Holders of common stock are entitled to one vote for each share held of record on all matters presented to shareholders.

Holders of common stock are entitled to receive such dividends as may be declared by the Board out of funds available and, in the event of liquidation, to share pro rata in any distribution of the Company's assets after paying off liabilities. It is not anticipated that dividends will be paid in the foreseeable future.

Holders of common stock do not have pre-emptive rights to subscribe to any additional shares which may be issued in the future. There are no conversions, redemptions, sinking funds or similar provisions regarding the common stock. All outstanding shares of common stock are fully paid and non-assessable.

Stock Options

The Company has a share purchase option plan (dated June 18, 2012) which specifies that a maximum of 10% of the issued and outstanding common shares of the Company may be reserved for issuance pursuant to the exercise of share options. The term of the share options granted are fixed by the board of directors and are not to exceed ten years. The exercise prices of the share options shall not be less than the closing price of the Company's common shares on the day preceding the day on which the directors grant the share purchase options, less any discount permitted by the CSE. Vesting of options will be at the discretion of the Board.

As of the date of this prospectus, the Company has 3,123,100 outstanding stock options to purchase common shares of the Company.

Warrants

As of the date of this prospectus, the Company has 8,948,903 outstanding share purchase warrants to purchase common shares of the Company.

Loans and Convertible Notes

On March 14, 2014, the Company entered into a one-year loan agreement with Phytalytics with principal amount of $66,318 (US$60,000). The loan to Phytalytics matures on March 14, 2015 and bears interest at 10% annually.

On September 3, 2014, the Company entered into a one-year loan agreement with Phytalytics with principal amount of US$19,690. The loan matures on September 3, 2015 and bears interest at 5% annually on any balance unrepaid after one year.

On September 29, 2014, the Company entered into a one-year loan agreement with Phytalytics with principal amount of US$26,000. The loan matures on September 29, 2015 and bears interest at 10% annually on any balance unrepaid after one year.

During the year ended September 30, 2014, the Company provided a short-term loan of $24,543 to IPS (September 30, 2013 - $nil). This amount remains outstanding as at September 30, 2014 (September 30, 2013 - $nil).

On December 18, 2014, the Company provided a short-term loan to Terracity Lawrence LLC ("Terracity") for an amount of $116,290 (USD 100,000). This loan matures on February 18, 2015. Under the loan agreement, the Company has an option to convert outstanding principal and interest amount to Terracity's common shares at a conversion price of $0.05 upon Terracity successful closing of its public transaction on the TSX Venture Exchange.

Dividends

We have not paid a cash dividend on our common stock and do not expect to pay a cash dividend in the foreseeable future. Our board of directors has the sole authority to declare dividends. Our payment of dividends in the future will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors.

Transfer Agent and Registrar

The Company's transfer agent and registrar is Computershare Investor Services Inc. in Canada in Vancouver and Toronto. Transfers may be effected at, and registration facilities are maintained in British Columbia, Canada at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following includes a summary of transactions since October 1, 2013 to which we have been a party in which the amount involved exceeded or will exceed $120,000, and in which any of our board members, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital shares or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under "Management Compensation." We also describe below certain other transactions with our board members, executive officers and shareholders.

Management transactions

Management transactions with related parties for the year ended September 30, 2014 is as follows:

Notes:

During the year ended September 30, 2014, 3,230,000 stock options (September 30, 2013 - 390,000), with an estimated fair value of $2,226,591 (September 30, 2013 - $14,549) were granted by the Company to Mr. Withrow and Chiron Capital Inc., a company controlled by Mr. Withrow.

During the year ended September 30, 2014, 890,000 options were exercised for cash proceeds of $124,000 (September 30, 2013 - nil) and 1,150,000 options were cancelled (September 30, 2013 - nil).

During the year ended September 30, 2014, 1,360,000 warrants were exercised for cash proceeds of $220,000 (September 30, 2013 - nil).

During the year ended September 30, 2014, 5,000,000 common shares (September 30, 2013 - 747,500), with an estimated fair value of $297,500 (September 30, 2013 - $119,475), were issued by the Company to Mr. Withrow to settle a trade payable of $180,000 (September 30, 2013 - $68,988).

At September 30, 2014, $18,270 due to Mr. Withrow was included in trade and other payables (September 30, 2013 - $142,344). In addition, as at September 30, 2013, operating cash of $260,159 provided by Mr. Withrow and $30,000 in common shares due from the Company were included in short-term loans and accrued interest of $14,468 was included in interest payable. This amount was fully paid during the year ended September 30, 2014.

During the year ended September 30, 2014, 2,315,000 stock options (September 30, 2013 - nil), with an estimated fair value of $983,105 (September 30, 2013 - $nil) were granted by the Company to Crimson Opportunities Ltd., a company controlled by Mr. David.

During the year ended September 30, 2014, 550,000 options were exercised for cash proceeds of $76,000 (September 30, 2013 - nil) and 580,000 options were cancelled (September 30, 2013 - nil).

During the year ended September 30, 2014, 625,000 common shares (September 30, 2013 - nil), with an estimated fair value of $31,250 (September 30, 2013 - $nil) were issued by the Company to Crimson Opportunities Ltd. to settle a trade payable of $31,250 (September 30, 2013 - $nil).

During the year ended September 30, 2014, the Company sub-leased a facility from Crimson Opportunities Ltd. Until the Company secures a license, the Company will use the facility to manufacture and warehouse its proprietary Biocube systems.

Minimum lease payments are as follows:

During the year ended September 30, 2014, the Company recognized $11,340 in related lease expense (September 30, 2013 - $nil). The amount had been charged to statement of loss and comprehensive loss during the year ended September 30, 2014.

At September 30, 2014, $10,809 due to Mr. David was included in trade and other payables (September 30, 2013 - $nil).

During the year ended September 30, 2014, nil stock options (September 30, 2013 - 75,000), with an estimated fair value of $nil (September 30, 2013 - $2,798) were granted by the Company to Mr. Fealey.

At September 30, 2014, $235,418 due to Mr. Fealey was included in trade and other payables (September 30, 2013 - $118,302).

During the year ended September 30, 2014, 244,500 warrants were exercised for cash proceeds of $61,125 (September 30, 2013 - nil).

During the year ended September 30, 2014, 100,000 stock options (September 30, 2013 - nil), with an estimated fair value of $20,422 (September 30, 2013 - $nil) were granted by the Company to Mr. Dancosse.

During the year ended September 30, 2014, 200,000 options were cancelled (September 30, 2013 - nil).

During the year ended September 30, 2014, 75,000 options were exercised for cash proceeds of $7,500 (September 30, 2013 - nil) and 50,000 options were cancelled (September 30, 2013 - nil).

During the year ended September 30, 2014, 200,000 stock options (September 30, 2013 - nil), with an estimated fair value of $325,683 (September 30, 2013 - $nil) were granted by the Company to Dunlap Codding, P.C.

During the year ended September 30, 2014, 200,000 options were cancelled (September 30, 2013 - nil).

During the year ended September 30, 2014, 43,400 common shares (September 30, 2013 - nil), with a deemed value of $78,626 (September 30, 2013 - $nil) were issued by the Company to Dunlap Codding, P.C. to settle a trade payable of $68,591 (September 30, 2013 - $nil).

At September 30, 2013, $31,040 (September 30, 2014 - $45,717) due to Dunlap Codding, P.C. was included in trade and other payables.

At September 30, 2013, $14,187 (September 30, 2013 - $nil) due to Think Sharp was included in trade and other payables.

Subsequent to September 30, 2014, 442,919 common shares with a fair value of US$74,320 issued to the Company's directors and officers for the services provided to the Company.

Subsequent to September 30, 2014, one of the directors of the Company forgave $235,418 in amounts owing to him for consulting services in exchange for cash settlement of $32,000.

Transactions with related parties have been in the normal course of operations and, in management's opinion, undertaken on the same terms and conditions as transactions with unrelated parties. These costs are measured at exchange amounts agreed upon by the parties.

MATERIAL AGREEMENTS

We have not entered into any material contract other than in the ordinary course of business and other than those described below or in this prospectus.

On March 1, 2012, the Company entered into a 3-year consulting agreement with one of the directors of the Company. Under the agreement, the Company will pay US $8,000 per month to this director for consulting and research and development services. The contract expires on March 1, 2015 and if the contract is terminated at the Company's discretion, the director is entitled to receive three months' fees over and above the thirty-day notice period.

On April 20, 2012, the Company entered into an exclusive distribution agreement with Hedley Enterprises Ltd. ("Hedley") to purchase, resell and distribute Abattis' line of natural products in Canada. Under the terms of the Agreement Hedley has acquired the exclusive right to sell and distribute Abattis' products to all retail distribution channels, which include health food stores, grocery stores, fitness facilities, and similar retail establishments.

On May 21, 2012, the Company entered into a two-year finder's fee agreement with VentureCorp 2 Capital Inc. Under the agreement, the Company will pay to the finder a cash fee equal to 10% of the gross proceeds raised by the Company through the sale of shares or units to investors introduced by the finder. The Company will also issue to the finder non-transferable compensation warrants in an amount equal to 5% of the aggregate number of shares or units subscribed for by the investors introduced by the finder. Each finder's warrant will entitle the finder to acquire one common share of the Company, exercisable for a period of 12 months from closing date at an exercise price equal to the price per share or unit.

On November 1, 2012, the Company renewed a three-year office lease with Toro Holdings Ltd. The Company's minimum annual lease commitments over the next two years are as follows:

On December 27, 2012, the Company entered into a license agreement with Vertical Designs Ltd. ("Vertical Designs"). Under the agreement, the Company has been granted the exclusive, worldwide rights to a patent license, with the right to grant sublicenses, to use the Bio Pharma technology for growing products at licensed facilities, which products may only be used as ingredients in the pharmaceutical, nutraceutical, cosmetic and wellness markets. The royalty provisions of the license agreement reflect that: (i) the royalty payable on net sales of all products sold by Abattis was 4%; (ii) in consideration for the grant of the Company's right to grant sublicenses, the Company will pay to Vertical Designs Ltd. a sublicense royalty of 15% of any monies or other consideration that the Company receives from any sublicense; and (iii) after two years, the Company will be required to pay to Vertical Designs Ltd. a minimum royalty payment of $25,000 per year and if the combined royalty payments paid from (i) and (ii) above do not equal $25,000 in any given year then the Company will be permitted to top up such amount with a cash payment. Under the terms of the agreement, the patent license will revert to Vertical Designs Ltd. in certain circumstances, including: (i) if the Company terminates the agreement; (ii) if the Company materially breaches or defaults in the performance of the agreement and has not cured such default within 60 days, or in the case of failure to pay any amounts due, then within 30 days, after receiving written notice from Vertical Designs Ltd. specifying the breach; (iii) if the Company discontinues its business of producing ingredients for pharmaceutical, nutraceutical, cosmetic or wellness markets; (iv) if the Company fails to pay the annual $25,000 minimum royalty payment for any year ending after the second anniversary of the agreement; or (v) if the Company becomes insolvent, makes an assignment for the benefit of creditors or has a petition of bankruptcy filed by or against it, which petition is not vacated or otherwise removed within 90 days after the filing thereof. The Company also agreed to pay Vertical Designs $250,000 for the purchase and sale of six complete Vertical Designs operational units. The purchase price will be paid in instalments, dates and amounts are to be determined between the parties, with the first payment due on or before the earlier of five business days following the Company completing an equity and/or debt financing of any amount or the first business day in the seventh month following the date of the Bill of Sale.

On January 6, 2013, the Company entered into a two-year consulting agreement with Georges Laraque Management Inc. Under the agreement, the Company will pay consulting fees of $5,000 per month.

On October 1, 2013, the Company entered into a consulting agreement with Crimson Opportunities Ltd., a company controlled by the CFO of the Company for his services as CFO and COO. Under the agreement, the Company will pay annual consulting fees of $125,000 (excluding GST).

In December 2013, the Company's wholly owned subsidiary, Animo Wellness Corporation doing business as Medical Marijuana Labs ("MMLC"), signed a five-year lease with PurGenesis Technologies, Inc. for the lease of approximately 5,000 square feet of lab and production space at a cost of $120,000 in annual gross rent. Amino Wellness Corporation changed its name to iJuana Cannabis Inc. January 28, 2014.

On January 1, 2014, the Company entered into a consulting agreement with the Chiron Capital Corp., a company controlled by the CEO of the Company for his services as CEO. Under the agreement, the Company will pay annual consulting fees of $175,000 (excluding GST).

On January 1, 2014, the Company entered into a consulting agreement with Growing Strategies Inc. Under the agreement, the Company will pay monthly consulting fees of $4,000 (excluding GST).

On January 1, 2014, the Company entered into a consulting agreement with Voelpel Gold Medal Investment Ltd. Under the agreement, the Company will pay monthly consulting fees of $3,000 (excluding GST).

On February 1, 2014, the Company entered into a consulting agreement with Golden Straw Consulting Group Inc. Under the agreement, the Company will pay monthly consulting fees of $5,000 (excluding GST).

On March 16, 2014, the Company entered into a one-year consulting agreement with Think Sharp Inc. Under the agreement, the Company will pay monthly consulting fees of $10,000 and monthly administration fees of $100 (excluding GST) in cash and 6,000 common shares per month.

On April 1, 2014, the Company entered into a consulting agreement with TDM Financial as its full service investor relations firm to provide online branding, marketing, outreach, and investor relations management services. Pursuant to the agreement, the Company will pay US $25,000 consulting fee in common share to TDM Financial.

On April 10, 2014, the Company through its wholly owned subsidiary, Northern Vine Canada Inc. ("Northern Vine"), entered into a share exchange agreement with Experion Biotechnologies Inc. ("Experion"). Pursuant to the terms of the agreement, Experion and Northern Vine have exchanged 25% of each parties' issued and outstanding common shares. Abattis maintains a 75% ownership in Northern Vine. Experion is located in Greater Vancouver and has passed the review stage by Health Canada and is now awaiting a ready-to-build letter from Health Canada in order to proceed.

On April 30, 2014, the Company through its wholly owned subsidiary, Abattis Bioceuticals International Inc., acquired 34% interest in Instant Payment Systems LLC ("IPS"), a US entity based in Washington State, in consideration for $100,000 cash payments and 200,000 common shares of the Company with a fair value of $180,000. IPS was incorporated under the laws of Washington, US.

On June 25, 2014, the Company entered into an 18 month consulting agreement with Brazos Minshew for his services as the President of one of the Company's subsidiaries. Pursuant to the agreement, the Company will pay, for consulting services, an aggregate of 200,000 shares of the Company payable in monthly instalments for the period of July 1, 2014 to December 31, 2014. Following this period, the Company will pay the consultant $5,000 per month.

On July 31, 2014, the Company entered into a sub-licensing agreement with its subsidiary, Biocube Green Grow Systems Corp. ("Biocube"), for the non-exclusive use of Vertical Design's vertical growing systems for which Abattis owns certain exclusive worldwide rights.

On August 5, 2014, the Company entered into a US$5 million Standby equity financing agreement with Kodiak, a Newport Beach, CA-based institutional investor. Under the terms of the agreement between the parties, the Company was to file a registration statement with the SEC covering the Abattis shares that may be issued to Kodiak under this financing. After the SEC has declared the registration statement related to the transaction effective, the Company would have the right at its sole discretion over a period of 24 months to sell up to US$5 million of common shares to Kodiak. The Company agreed to pay Kodiak a 5% commitment fee in shares. Of these shares, 277,373 shares were held in escrow in accordance with an escrow agreement to be released if and when the Company accessed the facility. On August 7, 2014, 243,460 shares were issued to Kodiak with a deemed value of US$102,253 ($111,991). The Company terminated this agreement in writing on January 26, 2015.

On August 6, 2014, the Company through its wholly owned subsidiary, Biocube, entered into a worldwide non-exclusive licensing agreement with TerraSphere Systems LLC ("TerraSphere") for the company's proprietary and patented vertical farming technology. The TerraSphere license complements Biocube's previously announced sublicensing agreement for Vertical Design's vertical farming technology.

During the year ended September 30, 2014, the Company entered into 34 month office lease. The Company's minimum annual lease payments are as follows:

During the year ended September 30, 2014, the Company paid $5,591 lease payments (September 30, 2013 - $nil). These amount had been charged to statement of loss and comprehensive loss during the year ended September 30, 2014.

During the year ended September 30, 2014, the Company entered into 13 month facility lease. The Company's minimum annual lease payments are as follows:

During the year ended September 30, 2014, the Company paid $10,879 lease payments (September 30, 2013 - $nil). These amount had been charged to statement of loss and comprehensive loss during the year ended September 30, 2014.

On January 15, 2015, the Company entered into a manufacturing partnership with Empirical Labs, a nutraceutical manufacturing facility. This relationship with Empirical Labs will allow the Company the exclusive license rights for cannabidiol rich hemp oil products delivered directly to licensed physicians and dispensaries.

On January 28, 2015, the Company entered into an Investment Agreement with Dutchess, pursuant to which Dutchess will purchase up to $25,000,000 of our common stock for a period of thirty-six (36) months commencing on the effective date of the Form F-1 Registration Statement. On January 28, 2015 and as amended April 1, 2015, the Company also entered into a Registration Rights Agreement with Dutchess, pursuant to which the Company has agreed to issue and sell to Dutchess up to 180,000,000

shares of the Company's common stock, with no par value per share, to be purchased pursuant to the terms and subject to the conditions set forth in the Investment Agreement.

LEGAL PROCEEDINGS

As of April 27, 2015, four claims were pending against the Company. The plaintiffs are claiming an aggregate of approximately $474,000. The outcomes of these claims are not determinable and therefore no amounts have been recorded for any potential payments, which may have to be made. Details about each of these claims follows.

On September 20, 2012, Sasko Despotovski filed a statement of claim in the Provincial Court of British Columbia against the Company for CDN$ 37,356 plus interest. Mr. Despotovski alleges the Company breached a settlement agreement relating to his employment with the Company. The Company believes it has complied with the settlement agreement and no amount is owing. The Court has decided in Despotovski's favour, however, the amount has yet to be determined.

On February 24, 2012, 0740567 B.C. Ltd. (Ted Nitta) filed a statement of claim in the Supreme Court of British Columbia against the Company for $145,000 plus costs, interest, and punitive damages. Mr. Nitta appears to be alleging breach of contract in the statement of claim. The Company denies the claim in its entirety.

On February 18, 2014, Linda Byer doing business as Byer Advertising & Public Relations filed a statement of claim against the Company in the Supreme Court of British Columbia for U.S. $23,000 plus interest and costs. Ms. Byer alleges breach of contract for marketing services. The Company has filed counter-claim for U.S. $29,000, return of shares plus interest and costs. The Company alleges Ms. Byer failed to provide any services or alternatively provided sub-standard services.

On November 11, 2014, the Company obtained an Emergency Temporary Restraining Order against Herbal Analytics, LLC; James Baxter; Kaleb Lund; Lauren Hilty; Erin Leary; Affinor Growers, LLC and Nicholas Brusatore (the "Defendants") regarding the alleged infringement of intellectual property owned by the Company. On December 25, 2014, the Company obtained a preliminary injunction from the Washington state court in King County against the Defendants, ordering that they:

On April 10, 2015, The Company amicably resolved and dismissed the Washington litigation against Affinor Growers, LLC and Nick Brusatore. The Company will continue to pursue its claims against Herbal Analytics, LLC, James Baxter, Kaleb Lund, Lauren Hilty and Erin Leary.

On January 8, 2015, John Gregory Dennison filed a Notice of Civil Claim in the Supreme Court of British Columbia against the Company for breaching the consulting contract which the plaintiff should entitle for 75,000 options of the Company. Legal advice received supports the Company's belief that the claim is

without merit. The outcome of this claim are not determinable and therefore no amounts have been recorded for any potential payments which may have to be made.

On January 15, 2015, White Rock Holdings Inc. filed a Notice of Civil Claim in the Supreme Court of British Columbia against the Company or amounts payable to him which he claims were to be settled in common shares. The plaintiff has claimed damages of approximately $300,000. Abattis has offered to settle with White Rock Holdings Inc.; however, no settlement between the parties has been reached.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

On May 16, 2014, the Company changed its auditors from Hay & Watson, Chartered Accountants (the "Former Auditors") to MNP LLP, Chartered Accountants (the "Successor Auditors"). The Former Auditors resigned as the Company's auditors effective May 16, 2014 at the request of the Company. The resignation of the Former Auditors and the appointment of the Successor Auditors was considered and approved by the Company's audit committee of the Company's board of directors. There were no reservations contained in the Former Auditors' report on any of the Company's financial statements for the period commencing at the beginning of the Company's most recently completed financial year and ending on the date of resignation of the Former Auditors. Furthermore, there have been no reportable events (including disagreements, unresolved issues, and consultations) in connection with the audits of the two most recently completed financial years of the Company and with respect to any subsequent period to date.
 

EXCHANGE CONTROLS

There are currently no laws, decrees, regulations or other legislation in Canada that restricts the export or import of capital or that affects the remittance of dividends, interest or other payments to non-resident holders of our securities other than withholding tax requirements. There is no limitation imposed by Canadian law or by our Articles of Incorporation or our other organizational documents on the right of a non-resident of Canada to hold or vote our common shares, other than as provided in the North American Free Trade Agreement Implementation Act (Canada) and in the Investment Canada Act, as amended by the World Trade Organization Agreement Implementation Act.

The Investment Canada Act requires notification and, in certain cases, advance review and approval by the Government of Canada of the acquisition by a "non-Canadian" of "control of a Canadian business", all as defined in the Investment Canada Act. Generally, the threshold for review will be higher in monetary terms, and in certain cases an exemption will apply, for an investor ultimately controlled by persons who are nationals of a WTO Member or have the right of permanent residence in relation thereto.

TAXATION

Canadian Income Tax Consequences

We consider that the following summary fairly describes the principal Canadian federal income tax consequences applicable to a holder of our common shares who at all material times deals at arm's length with our company, who holds all common shares as capital property, who is resident in the United States, who is not a resident of Canada and who does not use or hold, and is not deemed to use or hold, his common shares of our company in connection with carrying on a business in Canada (a "non-resident

holder"). It is assumed that the common shares will at all material times be listed on a stock exchange that is prescribed for purposes of the Income Tax Act (Canada) (the "ITA") and regulations thereunder. Investors should be aware that the Canadian federal income tax consequences applicable to holders of our common shares will change if, for any reason, we cease to be listed on a prescribed stock exchange. Accordingly, holders and prospective holders of our common shares should consult with their own tax advisors with respect to the income tax consequences of them purchasing, owing and disposing of our common shares should we cease to be listed on a prescribed stock exchange.

This summary is based upon the current provisions of the ITA, the regulations there under, the Canada-United States Tax Convention as amended by the Protocols thereto (the "Treaty") as at the date of the registration statement and the currently publicly announced administrative and assessing policies of the Canada Revenue Agency (the "CRA"). This summary does not take into account Canadian provincial income tax consequences. This description is not exhaustive of all possible Canadian federal income tax consequences and does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action. This summary does, however, take into account all specific proposals to amend the ITA and regulations there under, publicly announced by the Government of Canada to the date hereof.

This summary does not address potential tax effects relevant to our company or those tax considerations that depend upon circumstances specific to each investor. Accordingly, holders and prospective holders of our common shares should consult with their own tax advisors with respect to the income tax consequences to them of purchasing, owning and disposing of common shares in our company.

Dividends

The ITA provides that dividends and other distributions deemed to be dividends paid or deemed to be paid by a Canadian resident corporation (such as our company) to a non-resident of Canada shall be subject to a non-resident withholding tax equal to 25% of the gross amount of the dividend of deemed dividend. Provisions in the ITA relating to dividend and deemed dividend payments to and gains realized by non-residents of Canada, who are residents of the United States, are subject to the Treaty. The Treaty may reduce the withholding tax rate on dividends as discussed below.

Article X of the Treaty as amended by the US-Canada Protocol ratified on November 9, 1995 provides a 5% withholding tax on gross dividends or deemed dividends paid to a United States corporation which beneficially owns at least 10% of the voting stock of the company paying the dividend. In cases where dividends or deemed dividends are paid to a United States resident (other than a corporation) or a United States corporation which beneficially owns less than 10% of the voting stock of a company, a withholding tax of 15% is imposed on the gross amount of the dividend or deemed dividend paid. We would be required to withhold any such tax from the dividend and remit the tax directly to CRA for the account of the investor.

The reduction in withholding tax from 25%, pursuant to the Treaty, will not be available:

The Treaty generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational, or charitable organization or to an organization exclusively administering a pension, retirement or employee benefit fund or plan, if the organization is resident in the U.S. and is exempt from income tax under the laws of the U.S.

Capital Gains

A non-resident holder is not subject to tax under the ITA in respect of a capital gain realized upon the disposition of one of our shares unless the share represents "taxable Canadian property" to the holder thereof. Our common shares will be considered taxable Canadian property to a non-resident holder only if:

owned not less than 25% of the issued shares of any class or series of our company at any time during the five year period preceding the disposition. In the case of a non-resident holder to whom shares of our company represent taxable Canadian property and who is resident in the United States, no Canadian taxes will generally be payable on a capital gain realized on such shares by reason of the Treaty unless:

If subject to Canadian tax on such a disposition, the taxpayer's capital gain (or capital loss) from a disposition is the amount by which the taxpayer's proceeds of disposition exceed (or are exceeded by) the aggregate of the taxpayer's adjusted cost base of the shares and reasonable expenses of disposition. For Canadian income tax purposes, the "taxable capital gain" is equal to one-half of the capital gain.
 

U.S. Federal Income Tax Consequences

The following is a discussion of the material United States Federal income tax consequences, under current law, applicable to a U.S. Holder (as defined below) of our common shares who holds such shares as capital assets. This discussion does not address all potentially relevant Federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of Federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local, or foreign tax consequences. (See "Canadian Federal Income Tax Consequences" above.)

The following discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion

does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation, which, if enacted, could be applied, possibly on a retroactive basis, at any time.

The discussion below does not address potential tax effects relevant to our company or those tax considerations that depend upon circumstances specific to each investor. In addition, this discussion does not address the tax consequences that may be relevant to particular investors subject to special treatment under certain U.S. Federal income tax laws, such as, dealers in securities, tax-exempt entities, banks, insurance companies, and non-U.S. Holders. Purchasers of the common stock should therefore satisfy themselves as to the overall tax consequences of their ownership of the common stock, including the State, local and foreign tax consequences thereof (which are not reviewed herein), and should consult their own tax advisors with respect to their particular circumstances.

U.S. Holders

As used herein, a "U.S. Holder" includes a beneficial holder of common shares of our company who is a citizen or resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or of any political subdivision thereof, any trust if a US court is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, any entity created or organized in the United States which is taxable as a corporation for U.S. tax purposes and any other person or entity whose ownership of common shares of our company is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our common shares is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their shares through the exercise of employee stock options or otherwise as compensation.

Dividend Distribution on Shares of our Company

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to the common shares of our company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions to the extent that we have current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be deducted or may be credited against actual tax payable, subject to certain limitations and other complex rules, against the U.S. Holder's United States Federal taxable income. See "Foreign Tax Credit" below. To the extent that distributions exceed our current or accumulated earnings and profits, they will be treated first as a return of capital to the extent of the shareholder's basis in the common shares of our company and thereafter as gain from the sale or exchange of the common shares of our company. Preferential tax rates for net long term capital gains may be applicable to a U.S. Holder which is an individual, estate or trust.

In general, dividends paid on our common shares will not be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations.

Foreign Tax Credit

A U.S. Holder who pays (or who has had withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the election of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. This election is made on a year-by-year

basis and generally applies to all foreign income taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder's United States income tax liability that the U.S. Holder's foreign source income bears to his or its world-wide taxable income. In determining the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern income such as "passive income", "high withholding tax interest", "financial services income", "shipping income" and certain other classifications of income. A U.S. Holder who is treated as a domestic U.S. corporation owning 10% or more of our voting stock is also entitled to a deemed paid foreign tax credit in certain circumstances for the underlying foreign tax of our company related to dividends received or Subpart F income received from us. (See the discussion below of Controlled Foreign Corporations). The availability of the foreign tax credit and the application of the limitations on the foreign tax credit are fact specific and holders and prospective holders of our common shares should consult their own tax advisors regarding their individual circumstances.

Disposition of Common Shares

If a "U.S. Holder" is holding shares as a capital asset, a gain or loss realized on a sale of our common shares will generally be a capital gain or loss, and will be long-term if the shareholder has a holding period of more than one year. However, gains realized upon sale of our common shares may, under certain circumstances, be treated as ordinary income, if we were determined to be a "collapsible corporation" within the meaning of Code Section 341 based on the facts in existence on the date of the sale (See below for definition of "collapsible corporation"). The amount of gain or loss recognized by a selling U.S. Holder will be measured by the difference between (i) the amount realized on the sale and (ii) his tax basis in our common shares. Capital losses are deductible only to the extent of capital gains. However, in the case of taxpayers other than corporations (U.S.) $3,000 ($1,500 for married individuals filing separately) of capital losses are deductible against ordinary income annually. In the case of individuals and other non-corporate taxpayers, capital losses that are not currently deductible may be carried forward to other years. In the case of corporations, capital losses that are not currently deductible are carried back to each of the three years preceding the loss year and forward to each of the five years succeeding the loss year.

A "collapsible corporation" is a corporation that is formed or availed principally to manufacture, construct, produce, or purchase prescribed types or property that the corporation holds for less than three years and that generally would produce ordinary income on its disposition, with a view to the stockholders selling or exchanging their stock and thus realizing gain before the corporation realizes two thirds of the taxable income to be derived from prescribed property. Prescribed property includes: stock in trade and inventory; property held primarily for sale to customers in the ordinary course of business; unrealized receivables or fees, consisting of rights to payment for noncapital assets delivered or to be delivered, or services rendered or to be rendered to the extent not previously included in income, but excluding receivables from selling property that is not prescribed; and property gain on the sale of which is subject to the capital gain/ordinary loss rule. Generally, a shareholder who owns directly or indirectly 5 percent or less of the outstanding stock of the corporation may treat gain on the sale of his shares as capital gain.

Other Considerations for U.S. Holders

In the following circumstances, the above sections of this discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the

Registrant. Our management is of the opinion that there is little, if not, any likelihood that we will be deemed a "Foreign Personal Holding Company", a "Foreign Investment Company" or a "Controlled Foreign Corporation" (each as defined below) under current and anticipated conditions.

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the total combined voting power or the total value of our outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% or more of our gross income for such year was derived from certain passive sources (e.g., from dividends received from its subsidiaries), we would be treated as a "foreign personal holding company." In that event, U.S. Holders that hold common shares in our capital would be required to include in income for such year their allocable portion of our passive income which would have been treated as a dividend had that passive income actually been distributed.

Foreign Investment Company

If 50% or more of the combined voting power or total value of our outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and we are found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that we might be treated as a "foreign investment company" as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging our common shares to be treated as ordinary income rather than capital gains.

Passive Foreign Investment Company

A U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a passive foreign investment company ("PFIC") is subject to U.S. federal income taxation of that foreign corporation under one of two alternative tax methods at the election of each such U.S. Holder.

Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is "passive income," which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by value (or, if the company is a controlled foreign corporation or makes an election, adjusted tax basis), of its assets that produce or are held for the production of "passive income" is 50% or more. For taxable years of U.S. persons beginning after December 31, 1997, and for tax years of foreign corporations ending with or within such tax years, the Taxpayer Relief Act of 1997 provides that publicly traded corporations must apply this test on a fair market value basis only. We believe that we currently do not qualify as a PFIC because our passive income producing assets are less than 50% of our total assets.

As a PFIC, each U.S. Holder must determine under which of the alternative tax methods it wishes to be taxed. Under one method, a U.S. Holder who elects in a timely manner to treat the Registrant as a Qualified Electing Fund ("QEF"), as defined in the Code, (an "Electing U.S. Holder") will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which we qualify as a PFIC on his pro-rata share of our (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the U.S. Holder's taxable year in which (or

with which) our taxable year ends, regardless of whether such amounts are actually distributed. Such an election, once made shall apply to all subsequent years unless revoked with the consent of the IRS.

A QEF election also allows the Electing U.S. Holder to (i) generally treat any gain realized on the disposition of his common shares (or deemed to be realized on the pledge of his common shares) as capital gain; (ii) treat his share of our net capital gain, if any, as long-term capital gain instead of ordinary income, and (iii) either avoid interest charges resulting from PFIC status altogether (see discussion of interest charge below), or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of our annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the Electing U.S. Holder is an individual, such an interest charge would be not deductible.

The procedure a U.S. Holder must comply with in making a timely QEF election will depend on whether the year of the election is the first year in the U.S. Holder's holding period in which we are a PFIC. If the U.S. Holder makes a QEF election in such first year, (sometimes referred to as a "Pedigreed QEF Election"), then the U.S. Holder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files its tax return for such first year. If, however, we qualified as a PFIC in a prior year, then the U.S. Holder may make an "Unpedigreed QEF Election" by recognizing as an "excess distribution" (i) under the rules of Section 1291 (discussed below), any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date (Deemed Sale Election) or (ii) if we are a controlled foreign corporation ("CFC"), the Holder's pro rata share of the corporation's earnings and profits (Deemed Dividend Election) (But see "Elimination of Overlap Between Subpart F Rules and PFIC Provisions"). The effect of either the deemed sale election or the deemed dividend election is to pay all prior deferred tax, to pay interest on the tax deferral and to be treated thereafter as a Pedigreed QEF as discussed in the prior paragraph. With respect to a situation in which a Pedigreed QEF election is made, if we no longer qualify as a PFIC in a subsequent year, normal Code rules and not the PFIC rules will apply.

If a U.S. Holder has not made a QEF Election at any time (a "Non-electing U.S. Holder"), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reason of a pledge) of his common shares and (ii) certain "excess distributions", as specially defined, by our company. An "excess distribution" is any current-year distribution in respect of PFIC stock that represents a ratable portion of the total distributions in respect of the stock during the year that exceed 125 percent of the average amount of distributions in respect of the stock during the three preceding years.

A Non-electing U.S. Holder generally would be required to pro-rate all gains realized on the disposition of his common shares and all excess distributions over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. Holder (other than years prior to our first taxable year during such U.S. Holder's holding period and beginning after January, 1987 for which it was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-electing U.S. Holder also would be liable for interest on the deferred tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-electing U.S. Holder that is an individual is not allowed a deduction for interest on the deferred tax liability. The portions of gains and distributions that are not characterized as "excess distributions" are subject to tax in the current year under the normal tax rules of the Internal Revenue Code.

If we are a PFIC for any taxable year during which a Non-electing U.S. Holder holds common shares, then we will continue to be treated as a PFIC with respect to such common Shares, even if it is no longer

by definition a PFIC. A Non-electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC.

Under Section 1291(f) of the Code, the Department of the Treasury has issued proposed regulations that would treat as taxable certain transfers of PFIC stock by Non-electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. If a U.S. Holder makes a QEF Election that is not a Pedigreed Election (i.e., it is made after the first year during which we are a PFIC and the U.S. Holder holds our shares) (a "Unpedigreed Election"), the QEF rules apply prospectively but do not apply to years prior to the year in which the QEF first becomes effective. U.S. Holders should consult their tax advisors regarding the specific consequences of making a Non-Pedigreed QEF Election.

Certain special, generally adverse, rules will apply with respect to the common shares while we are a PFIC whether or not it is treated as a QEF. For example under Section 1297(b)(6) of the Code (as in effect prior to the Taxpayer Relief Act of 1997), a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such stock.

The foregoing discussion is based on currently effective provisions of the Code, existing and proposed regulations thereunder, and current administrative rulings and court decisions, all of which are subject to change. Any such change could affect the validity of this discussion. In addition, the implementation of certain aspects of the PFIC rules requires the issuance of regulations which in many instances have not been promulgated and which may have retroactive effect. There can be no assurance that any of these proposals will be enacted or promulgated, and if so, the form they will take or the effect that they may have on this discussion. Accordingly, and due to the complexity of the PFIC rules, U.S. Holders of the Registrant are strongly urged to consult their own tax advisors concerning the impact of these rules on their investment in our company. For a discussion of the impact of the Taxpayer Relief Act of 1997 on a U.S. Holder of a PFIC, see "Mark-to-Market Election For PFIC Stock Under the Taxpayer Relief Act of 1997" and "Elimination of Overlap Between Subpart F Rules and PFIC Provisions" below.

Mark-to-Market Election for PFIC Stock under the Taxpayer Relief Act of 1997

The Taxpayer Relief Act of 1997 provides that a U.S. Holder of a PFIC may make a mark-to-market election with respect to the stock of the PFIC if such stock is marketable as defined below. This provision is designed to provide a current inclusion provision for persons that are Non-Electing Holders. Under the election, any excess of the fair market value of the PFIC stock at the close of the tax year over the Holder's adjusted basis in the stock is included in the Holder's income. The Holder may deduct any excess of the adjusted basis of the PFIC stock over its fair market value at the close of the tax year. However, deductions are limited to the net mark-to-market gains on the stock that the Holder included in income in prior tax years, or so called "unreversed inclusions." For purposes of the election, PFIC stock is marketable if it is regularly traded on (1) a national securities exchange that is registered with the SEC, (2) the national market system established under Section II A of the Exchange Act, or (3) an exchange or market that the IRS determines has rules sufficient to ensure that the market price represents legitimate and sound fair market value.

A Holder's adjusted basis of PFIC stock is increased by the income recognized under the mark-to-market election and decreased by the deductions allowed under the election. If a U.S. Holder owns PFIC stock indirectly through a foreign entity, the basis adjustments apply to the basis of the PFIC stock in the hands of the foreign entity for the purpose of applying the PFIC rules to the tax treatment of the U.S. owner.

Similar basis adjustments are made to the basis of the property through which the U.S. persons hold the PFIC stock.

Income recognized under the mark-to-market election and gain on the sale of PFIC stock with respect to which an election is made is treated as ordinary income. Deductions allowed under the election and loss on the sale of PFIC with respect to which an election is made, to the extent that the amount of loss does not exceed the net mark-to-market gains previously included, are treated as ordinary losses. The U.S. or foreign source of any income or losses is determined as if the amount were a gain or loss from the sale of stock in the PFIC.

If PFIC stock is owned by a CFC (discussed below), the CFC is treated as a U.S. person that may make the mark-to-market election. Amounts includible in the CFC's income under the election are treated as foreign personal holding company income, and deductions are allocable to foreign personal holding company income.

The above provisions apply to tax years of U.S. persons beginning after December 31, 1997, and to tax years of foreign corporations ending with or within such tax years of U.S. persons.

The rules of Code Section 1291 applicable to nonqualified funds as discussed above generally do not apply to a U.S. Holder for tax years for which a mark-to-market election is in effect. If Code Section 1291 is applied and a mark-to-market election was in effect for any prior tax year, the U.S. Holder's holding period for the PFIC stock is treated as beginning immediately after the last tax year of the election. However, if a taxpayer makes a mark-to-market election for PFIC stock that is a nonqualified fund after the beginning of a taxpayer's holding period for such stock, a co-ordination rule applies to ensure that the taxpayer does not avoid the interest charge with respect to amounts attributable to periods before the election.

Controlled Foreign Corporation Status

If more than 50% of the voting power of all classes of stock or the total value of the stock of our company is owned, directly or indirectly, by U.S. Holders, each of whom own after applying rules of attribution 10% or more of the total combined voting power of all classes of stock of our company, we would be treated as a "controlled foreign corporation" or "CFC" under Subpart F of the Code. This classification would bring into effect many complex results including the required inclusion by such 10% U.S. Holders in income of their pro rata shares of "Subpart F income" (as defined by the Code) of our company and our earnings invested in "U.S. property" (as defined by Section 956 of the Code). In addition, under Section 1248 of the Code if we are considered a CFC at any time during the five year period ending with the sale or exchange of its stock, gain from the sale or exchange of common shares of our company by such a 10% U.S. Holder of our common stock at any time during the five year period ending with the sale or exchange is treated as ordinary dividend income to the extent of our earnings and profits attributable to the stock sold or exchanged. Because of the complexity of Subpart F, and because we may never be a CFC, a more detailed review of these rules is beyond the scope of this discussion.

Elimination of Overlap between Subpart F Rules and PFIC Provisions

Under the Taxpayer Relief Act of 1997, a PFIC that is also a CFC will not be treated as a PFIC with respect to certain 10% U.S. Holders. For the exception to apply, (i) the corporation must be a CFC within the meaning of section 957(a) of the Code and (ii) the U.S. Holder must be subject to the current inclusion rules of Subpart F with respect to such corporation (i.e., the U.S. Holder is a "United States Shareholder," see "Controlled Foreign Corporation," above). The exception only applies to that

portion of a U.S. Holder's holding period beginning after December 31, 1997. For that portion of a United States Holder before January 1, 1998, the ordinary PFIC and QEF rules continue to apply.

As a result of this new provision, if we were ever to become a CFC, U.S. Holders who are currently taxed on their pro rata shares of Subpart F income of a PFIC which is also a CFC will not be subject to the PFIC provisions with respect to the same stock if they have previously made a Pedigreed QEF Election. The PFIC provisions will however continue to apply to U.S Holders for any periods in which Subpart F does not apply (for example he is no longer a 10% Holder or we are no longer a CFC) and to U.S. Holders that did not make a Pedigreed QEF Election unless the U.S. Holder elects to recognize gain on the PFIC shares held in our company as if those shares had been sold.

ALL PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON SHARES OF OUR COMPANY.

AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form F-1 to register the securities offered in this prospectus. This prospectus, which forms a part of the registration statement, does not contain all of the information included in the registration statement and its exhibits and schedules. References in this prospectus to any contract or other document are not necessarily complete and, if we filed the contract or document as an exhibit to the registration statement, you should refer to the exhibit for more information.

We will be subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. As a foreign private issuer, we are exempt from the rules under the Exchange Act that prescribe the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. We are not currently required under the Exchange Act to publish financial statements as frequently or as promptly as are United States companies subject to the Exchange Act. We will, however, continue to furnish our shareholders with annual reports containing audited financial statements and will issue semi-annual press releases on Form 6-K containing unaudited results of operations as well as such other reports as may from time to time be authorized by our board of directors or as may be otherwise required.

All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. In addition, the SEC maintains a web site at http://www.sec.gov which contains the Form F-1 and other reports, proxy and information statements, and information regarding issuers that file electronically with the SEC.

ENFORCEABILITY OF CIVIL LIABILITIES

We are organized under the laws of the province of British Columbia, Canada and our executive offices are located outside of the United States in Vancouver, British Columbia. A majority of our directors and officers, as well as the expert named in this prospectus, reside outside the United States. In addition, a

substantial portion of their assets and currently all of our assets are located outside of the United States. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in and outside of the United States, judgments you may obtain in U.S. courts against us or these persons in any action, including actions based upon the civil liability provisions of U.S. Federal or state securities laws. Furthermore, there is substantial doubt as to the enforceability in Canada against us or against any of our directors, officers and the expert named in this prospectus who are not residents of the United States, in original actions or in actions for enforcement of judgments of U.S. courts, of liabilities based solely upon the civil liability provisions of the U.S. federal securities laws.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the charter provision, by-law, contract, arrangements, statute or otherwise, we acknowledge that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

LEGAL MATTERS

Venture Law Corporation is passing upon the validity of the voting common shares being offered hereby for us.

Venture Law Corporation does not have and is not to receive in connection with the offering, a substantial interest, direct or indirect, in the Company or any of its subsidiaries nor was it connected with the Company or any of its subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

EXPERTS

Our consolidated financial statements for the years ended September 30, 2014 and September 30, 2013 have been included herein in reliance upon the report of MNP LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of such firm as experts in accounting and auditing.

MNP LLP does not have and is not to receive in connection with the offering, a substantial interest, direct or indirect, in the Company or any of its subsidiaries nor was it connected with the Company or any of its subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

FINANCIAL STATEMENTS

Unaudited Consolidated Financial Statements for the three months ended December 31, 2014

Notice of No Auditor Review of Interim Financial Statements

Interim Consolidated Statements of Financial Position

Interim Consolidated Statements of Loss and Comprehensive Loss

Interim Consolidated Statements of Changes in Shareholders' Equity

Interim Consolidated Statements of Cash Flows

Notes to the Interim Consolidated Financial Statements

Consolidated Financial Statements for the years ended September 30, 2014 and 2013

Independent Auditor's Report of MNP LLP for year ended September 30, 2014

Consolidated Statements of Financial Position

Consolidated Statements of Loss and Comprehensive Loss

Consolidated Statements of Changes in Shareholders' Equity

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

Consolidated Financial Statements for the years ended September 30, 2013 and 2012

Independent Auditor's Report of Hays & Watson LLP for years ended September 30, 2013 and September 30, 2012

Consolidated Statements of Financial Position

Consolidated Statements of Loss and Comprehensive Loss

Consolidated Statements of Changes in Shareholders' Equity

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

Consolidated Financial Statements

For the three months ended December 31, 2014

(Expressed in Canadian Dollars)

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51 102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity's auditor.

Abattis Bioceuticals Corp.

Condensed Interim Consolidated Statements of Financial Position

Nature of operations and going concern (note 1)

The accompanying notes are an integral part of these consolidated financial statements.

These condensed interim consolidated financial statements were authorized for issue by the Board of Directors on March 2, 2015. They are signed on behalf of the Board of Directors by:

Abattis Bioceuticals Corp.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

The accompanying notes are an integral part of these consolidated financial statements.

Abattis Bioceuticals Corp.

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity

The accompanying notes are an integral part of these consolidated financial statements.

Abattis Bioceuticals Corp.

Condensed Interim Consolidated Statements of Cash Flows