SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within sixty (60) days of the date of the applicable table below are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Subject to community property laws, where applicable, the persons or entities named in the tables below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

The following table sets forth information with respect to the beneficial ownership of our common stock as of the Record Date, by (i) each shareholder known by us to be the beneficial owner of more than 5% of our outstanding voting capital stock, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group. To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our capital stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

The percentages below are calculated based on 992,167,783 shares of common stock outstanding as of the Record Date. Except as noted, the business address of the persons listed below is c/o Organicell Regenerative Medicine, Inc. at 4045 Sheridan Ave., #239, Miami Beach, FL 33140.

AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION

TO INCREASE AUTHORIZED COMMON STOCK

The amendment to our Articles of Incorporation approved, authorized and adopted by our board of directors and the Majority Shareholders increases the number of shares of common stock which the Company is authorized to issue from 1,500,000,000 to 2,500,000,000 shares.

As of the Record Date, we have 992,167,783 shares of common stock issued and outstanding and 582,500,000 shares reserved for contingent future issuances under the Company’s Management And Consultants Performance Stock Plan; 29,475,000 shares reserved for issuance in connection with performance incentives provided under the respective agreements with various employees and consultants of the Company; 9,500,000 shares of common stock issuable upon the exercise of outstanding common stock purchase warrants; 4,763,192 shares reserved for issuance pursuant to awards which may be granted under the Company’s Board Stock Compensation Plan; and 50,000,000 shares reserved for issuance pursuant to awards which may be granted under the Company’s 2020 Stock Incentive Plan. The Company does not have sufficient authorized common stock to cover all these contingent issuances. Accordingly, the increase in the number of authorized shares of common stock hereunder will enable the Company to meet any such obligations to the extent they exceed the Company’s currently authorized common stock.

The Company may also use the additional shares of common stock to effect public and/or private offerings of its securities in order to generate additional working capital for expanding its business operations and enter into additional contractual arrangements requiring the issuance of shares of common stock in exchange for goods and services and will require additional authorized shares of common stock to do so. Without the increase in the number of authorized shares of our common stock, we may be unable to do so and accordingly, will be hindered in expanding or operating our business. We do not have any definitive plans, proposals, commitments or agreements to conduct any such public or private offerings at the present time.

The authorized shares of common stock will be available for issuance at such times and for such corporate purposes as our board of directors may deem advisable, without further action by our shareholders, except as may be required by applicable law or by the rules of the OTC Markets or any other stock exchange or national securities association trading system on which our common stock is then listed or traded. Upon issuance, such shares will have the same rights as the shares of the Company’s common stock presently outstanding. Holders of our common stock have no preemptive rights and do not have cumulative voting rights.

The issuance of additional shares of the Company’s common stock could have a dilutive effect on earnings per share for persons who do not purchase additional shares to maintain their prorated interest in the Company. The Company’s common stock could also be issued to existing shareholders as a dividend or privately placed with purchasers who might side with our board of directors in imposing a takeover bid, thus, discouraging such a bid.

FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE

This Information Statement contains forward-looking statements that involve risks and uncertainties.  Such statements are based on current expectations, assumptions, estimates and projections about the Company and its industry.  Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance, achievements and prospects to be materially different from those expressed or implied by such forward-looking statements.  The Company undertakes no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future.  The Company believes that such statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Actual outcomes are dependent upon many factors.  Words such as “anticipates,” “believes,” “estimates,” “expects,” “hopes,” “targets” or similar expressions are intended to identify forward-looking statements, which speak only as of the date of this Information Statement, and in the case of documents incorporated by reference, as of the date of those documents. The Company undertakes no obligation to update or release any revisions to any forward-looking statements or to report any events or circumstances after the date of this Information Statement or to reflect the occurrence of unanticipated events, except as required by law.

SHAREHOLDERS’ RIGHTS

The elimination of the need for a special meeting of the shareholders to approve the action set forth herein is authorized by the NRS, which provides that action may be taken by the written consent of the holders of outstanding shares of voting capital stock, having not less than the minimum number of votes which would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on a matter were present and voted.

DISSENTERS’ RIGHTS

The NRS does not provide for dissenter’s rights in connection with the action proposed in this Information Statement.

INTEREST OF CERTAIN PERSONS IN THE AMENDMENT

No director, executive officer, associate of any director or executive officer or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the corporate action set forth herein which is not shared by all other holders of the shares of common stock.

AVAILABLE INFORMATION

We are subject to the information and reporting requirements of the Exchange Act and in accordance with the Exchange Act we file periodic reports and other documents with the Securities and Exchange Commission relating to our business, financial statements and other matters. Such reports and other documents may be inspected at the Securities and Exchange Commission’s website at www.sec.gov.

SHAREHOLDERS SHARING AN ADDRESS

The Company will deliver only one Information Statement to multiple shareholders sharing an address unless the Company has received contrary instructions from one or more of the shareholders. The Company undertakes to deliver promptly, upon written or oral request, a separate copy of the Information Statement to a shareholder at a shared address to which a single copy of the Information Statement is delivered. A shareholder can notify the Company that the shareholder wishes to receive a separate copy of the Information Statement by contacting the Company at the telephone number or address set forth above.

Exhibit A

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

Article 3 has been amended to increase the authorized common stock of the Corporation to Two Billion Five Hundred Million (2,500,000,000) shares, par value $0.001 per share. There is no change to the par value of the common stock or the authorized number or par value of the Preferred Stock.