GB Group Ord Shs GBGPF

RE:Lock-Up Agreements

[PROtrading]

Eigen, buddy!  Look up the expiry.  There's a reason BIG FAT BLOATED PIG ACB wanted to fast close the deal on Value Princess CMED...

Eigen337 wrote: From page 46, Aurora Bid Circular:

The Offeror entered into the Lock-Up Agreements on November 13, 2017 with four CanniMed Shareholders who held or exercised control or direction over approximately 38% of the issued and outstanding CanniMed Shares (calculated on an undiluted basis) as at that date.

The following is a summary of the principal terms of the Lock-Up Agreements. It does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreements, which have been filed by the Offeror with applicable Securities Regulatory Authorities in Canada and are available on SEDAR at www.sedar.com.

The following table indicates the Locked-Up Shareholders that have agreed to accept the Offer and the number of securities in respect of which each intends to accept the Offer.

Agreement Shares Percentage

1. Saskworks Venture Fund Inc. . . . . . . . . . . . . . . . . . 1,934,064 CanniMed Shares 8.42%

2. Golden Opportunities Fund Inc. . . . . . . . . . . . . . . . . 3,978,668 CanniMed Shares 17.33%

3. Apex Investment LP . . . . . . . . . . . . . . . . . . . . . . . . . 798,497 CanniMed Shares 3.48%

4. Vantage Asset Management . . . . . . . . . . . . . . . . . . . 2,000,000 CanniMed Shares 8.71%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,711,229 CanniMed Shares 37.94%

Overview

The Lock-Up Agreements contemplated business combination transactions conducted by way of a takeover bid (such as this Offer) and other alternative transaction structures, such as a negotiated plan of arrangement (the “Alternative Transaction”).

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E337