Traxion Sab De Cv Ord Shs GRPOF

Aug 21 Sedar Northbud

[Derby44]

This prospectus is being filed with the Ontario Securities Commission (the “OSC”) for the purpose of allowing North Bud Farms Inc. (“Corporation”) to comply with Policy 2 – Qualifications for Listing of the Canadian Securities Exchange in order for the Corporation to meet one of the eligibility requirements for the listing of the Corporation’s Class A common shares (the “Common Shares”) on the Canadian Securities Exchange (“CSE”) by becoming a reporting issuer pursuant to applicable securities legislation in the Province of Ontario (the “Prospectus”). Upon the final receipt of this Prospectus by the OSC, the Corporation will become a reporting issuer in Ontario.

The CSE has conditionally approved the listing of the Common Shares of the Corporation. Listing is subject to the Corporation fulfilling all of the requirements of the CSE. There can be no assurance that the Common Shares will be accepted for listing on the CSE.

Since no securities are being offered pursuant to this Prospectus, no proceeds will be raised and all expenses incurred in connection with the preparation and filing of this Prospectus will be paid by the Corporation from its general corporate funds.

An application is being filed by the Corporation to have its Common Shares listed for trading on the CSE.

This prospectus also qualifies the distribution by Tetra Bio-Pharma Inc. (“Tetra”) of the 15,550,000 Common Shares of the Corporation it currently holds to its shareholders as a dividend in kind on a pro rata basis (the “Dividend Distribution”), concurrently with the listing of the Common Shares on the CSE, the whole subject to (i) approval by the board of directors of Tetra, (ii) regulatory approvals, if any, and (iii) applicable law. See “The Business – Development – Acquisition of GrowPros”