Beleave Inc BLEVF

January - Form 7 Progress Report

[zebra999]

FORM 7

MONTHLY PROGRESS REPORT

Name of Listed Issuer: Beleave Inc. (the “Issuer”). Trading Symbol: BE
Number of Outstanding Listed Securities: 538,772,736 Date: February 7, 2020

This Monthly Progress Report must be posted before the opening of trading on the fifth trading day of each month. This report is not intended to replace the Issuer’s obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by Exchange Policies. If material information became known and was reported during the preceding month to which this report relates, this report should refer to the material information, the news release date and the posting date on the Exchange website.

This report is intended to keep investors and the market informed of the Issuer’s ongoing business and management activities that occurred during the preceding month. Do not discuss goals or future plans unless they have crystallized to the point that they are "material information" as defined in the Policies. The discussion in this report must be factual, balanced and non-promotional.

General Instructions

1. (a)  Prepare this Monthly Progress Report using the format set out below. The sequence of questions must not be altered, nor should questions be omitted or left unanswered. The answers to the items must be in narrative form. State when the answer to any item is negative or not applicable to the Issuer. The title to each item must precede the answer.

2. (b)  The term “Issuer” includes the Issuer and any of its subsidiaries.

3. (c)  Terms used and not defined in this form are defined or interpreted in Policy 1 – Interpretation and General Provisions.

Report on Business

1. Provide a general overview and discussion of the development of the Issuer’s business and operations over the previous month. Where the Issuer was inactive disclose this fact.

On December 19, 2019, the Company provided an update on previously announced matters as follows:

• Lloydminster – Retail Store: the Company had previously announced the sale of its retail location in Lloydminster, Saskatchewan and has no additional update, the Company is still awaiting the SLGA's transfer of the license for the transaction to be completed, which it expects in the very near future.

FORM 7 – MONTHLY PROGRESS REPORT

  

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• London, Ontario Facility Update With 250,000 sq ft of greenhouse space and 85 acres of land, the London, Ontario facility has received tremendous interest since it was placed on the market earlier this year. The Company continues to review strategic options for the facility and looks forward to providing additional updates once an agreement has been finalized.

2. Provide a general overview and discussion of the activities of management.

   • Management continues to explore financing opportunities to strengthen the company’s balance sheet

   • The Hamilton greenhouse expansion continues towards completion

   • The Company is in final negotiations on subleasing its Oakville office space

   • The Company spent the majority of January processing flower for extraction and was busy formulating and packaging of cannabis 2.0 products for delivery to various provinces

   • The Company is expected to file its quarterly statements for the period ending December 31, 2020 at the end of February

3. Describe and provide details of any new products or services developed or offered. For resource companies, provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach any mineral or oil and gas or other reports required under Ontario securities law.

• No new products or services to report

4. Describe and provide details of any products or services that were discontinued. For resource companies, provide details of any drilling, exploration or production programs that have been amended or abandoned. N/A

5. Describe any new business relationships entered into between the Issuer, the Issuer’s affiliates or third parties including contracts to supply products or services, joint venture agreements and licensing agreements etc. State whether the relationship is with a Related Person of the Issuer and provide details of the relationship.

• The Company announced on January 24, 2020 it had entered into an arms-length Consulting Agreement with Shaxon Enterprises Ltd. for a period of twenty-four (24) months effective February 1, 2020. Shaxon will provide advice on business development, strategy and corporate communications, as well as financing opportunities in exchange for a performance-based compensation structure that includes a fee, an option grant and commission. The agreement can be terminated by either party with seven (7) days written notice.

6. Describe the expiry or termination of any contracts or agreements between the Issuer, the Issuer’s affiliates or third parties or cancellation of any financing arrangements that have been previously announced. N/A

7. Describe any acquisitions by the Issuer or dispositions of the Issuer’s assets that occurred during the preceding month. Provide details of the nature of the assets acquired or disposed of and provide details of the consideration paid or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined and whether the acquisition was from or the disposition was to a Related Person of the Issuer and provide details of the relationship. N/A

   FORM 7 – MONTHLY PROGRESS REPORT

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8. Describe the acquisition of new customers or loss of customers. N/A

9. Describe any new developments or effects on intangible products such as brand names, circulation lists, copyrights, franchises, licenses, patents, software, subscription lists and trade-marks. N/A

10. Report on any employee hiring’s, terminations or lay-offs with details of anticipated length of lay-offs. N/A

11. Report on any labour disputes and resolutions of those disputes if applicable. N/A

12. Describe and provide details of legal proceedings to which the Issuer became a party, including the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if any, if the proceedings are being contested, and the present status of the proceedings. N/A

13. Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such indebtedness. N/A

14. Provide details of any securities issued and options or warrants granted.

None

(1) State aggregate proceeds and intended allocation of proceeds.

15. Provide details of any loans to or by Related Persons. N/A

16. Provide details of any changes in directors, officers or committee members. N/A

17. Discuss any trends which are likely to impact the Issuer including trends in the Issuer’s market(s) or political/regulatory trends.

    The Cannabis market continues to show volatility and could have an impact on the Company’s ability to raise capital or secure adequate financing to complete ongoing projects.

Security

Number Issued

Details of Issuance

Use of Proceeds( 1)

   

FORM 7 – MONTHLY PROGRESS REPORT

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Certificate Of Compliance

The undersigned hereby certifies that:

1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance.

2. As of the date hereof there were is no material information concerning the Issuer which has not been publicly disclosed.

3. The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CNSX Policy 1).

4. All of the information in this Form 7 Monthly Progress Report is true.

Dated February 7, 2020

Kevin Keagan

Name of Director or Senior Officer

Signature
Chief Executive Officer

Official Capacity

Issuer Fax No. Issuer Telephone No. (N/A) 1.844.235.3283

Web Site Address

www.beleave.com

   

Issuer Details Beleave Inc.

For Month End ofJanuary 2020

Date of Report February 7, 2020

Issuer Address

1653 Hwy 6 North

City/Province/Postal Code

Flamborough/Ontario/L8N 2Z7

Contact Email Address

[e-mail]

  

Contact Name Kevin Keagan

Contact Position CEO

Contact Telephone No.

 

FORM 7 – MONTHLY PROGRESS REPORT

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[TheResurrection]

This post has been removed in accordance with Community Policy

[Eastcoaster16]

So, please tell me how they are able to sell more product in their small facility? U keep pointing to quarterly numbers, what is your expectation?

[Wallhalla]

He is saying is the value of the stock will come down to the numbers.  It was the Company who said the margins for new products was "significant" and that packaging and shipping costs would be down 60 - 70% so its not unreasoanble to expect the numbers to be better this quarter. 

[TheResurrection]

This post has been removed in accordance with Community Policy

[Wallhalla]

The Form 7 appears to contain several inaccurate statements or incomplete information.  They said in paragraph 5 they provided Shaxon options for compensation, but refuse to disclose the amount of options as required.  I also question whether they are in compliance with all CSE rules as Kevin certifies since they do not appear to have a CFO anymore (or they CEO and CFO are the smae

[Eastcoaster16]

They haven't stopped selling product and most of the extraction occurred in February. They r looking for a CFO. No product was listed for sale in Jan in Alberta.

[Wallhalla]

They never identified Alberta as a new client in any form 7 as required and never announced it either. They also never announced that they don't have a CFO and this is considered material information. Lack of transparency is killing this company. Tell your shareholders what is going on! What happened to the Flyte pens? When will the expansion be done?

[Eastcoaster16]

Again Alberta will be reported in February form 7

[Wallhalla]

It should have been reported when the contract was secured and a new business relationship was established.  There is Beleave product in Alberta stores right now.  Take a look at this form from November.  Not a single update offered by the company. Why not tell everyone that the Auxly case got moved to commercial court and is currenlty in mediation?  Or that the BC case is in

[Eastcoaster16]

Show me where there is Beleave product in Alberta stores????? There isn't!

[Wallhalla]

Take a look.  Beleave is listed on Alberta's website as a supplier (first link) and the Compliance Brand product is listed on their website (second link).  Are you suggesting Beleave has NO cannabis 2.0 products available anywhere in Canada?   If so their distribution is worse than I thought.   https://aglc.ca/cannabis/licensed-producers/aglcs-licensed-producers

[Eastcoaster16]

Valero is a vape company and Alberta had deferred vape??????

[Wallhalla]

How would we know if this affected Beleave's roll-out of vapes?  They said N/A when asked to discuss any political/regulatory trends likely to impact the Issuers markets.  Do better.  Please.