VIVO Cannabis Inc. V.PDA

RE:RE:RE:AbCann Short Term Prospectus

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national Instrument 44-101 – Short Form Prospectus Distributions (“NI 44-101”); • Form 44-101F1 – Short Form Prospectus; and • Companion Policy 44-101CP – To NI 44-101 Short Form Prospectus Distributions (“NI 44-101CP”). These documents are the basis upon which Short Form Prospectus Offerings are carried out and apply in each province and territory of Canada. In addition, we have also included the following excerpts: • National Instrument 41-101 – General Prospectus Requirements (“NI 41-101”), Part 11 with respect to Over-Allocation and Underwriters; 1 Current as of January 1, 2011. - 2 - SHORT FORM PROSPECTUS GUIDE • NI 41-101, Part 13 with respect to Advertising and Marketing in Connection with Prospectus Offerings; and • Companion Policy 41-101CP – To NI 41-101 General Prospectus Requirements (“NI 41-101CP”), section 2.4 and Part 6. The general provisions of NI 41-101 apply to all forms of prospectuses, including short form prospectuses. Part 11 and Part 13 of NI 41-101 have been included for convenience. 1.2 Helpful Precedents In a Short Form Prospectus Offering, the key offering document is a short form prospectus prepared in accordance with NI 44-101 which allows for the incorporation by reference of an issuer’s continuous disclosure documents. The purpose of NI 44-101 is to shorten the time that it takes an issuer to access the Canadian capital markets and to streamline the procedures by which such access is obtained. Even though an issuer seeks to raise capital through a Short Form Prospectus Offering and abridge the time it takes to raise capital, the process can still incorporate a marketing period that varies in length from overnight to a period of days or even weeks. Included in this Guide are the following precedents which may be helpful in preparing for and commencing a Short Form Prospectus Offering with a marketing period: • Sample transaction checklist for Short Form Prospectus Offering; and • Sample detailed timetable for Short Form Prospectus Offering. In the context of a Bought Deal, the underwriters agree to purchase a certain number of securities from the issuer on agreed terms and conditions, thereby assuming the risks associated with the transaction from the moment they enter into the agreement with the issuer, typically in the form of a short letter agreement that is a binding obligation often referred to as a bid letter, before doing any marketing. Included in this Guide are the following - 3 - INTRODUCTION precedents which may be helpful in preparing for and commencing a Short Form Prospectus Offering on a Bought Deal basis: • Sample transaction checklist for Short Form Prospectus Offering – Bought Deal; • Sample detailed timetable for Short Form Prospectus Offering – Bought Deal; and • Sample Bought Deal Bid Letter. In addition to the statutory instruments and precedents highlighted above, there are several overriding concepts with respect to Short Form Prospectus Offerings which are useful to note, each of which are discussed in this Guide. These are: • Over Allocations and Underwriters; • Advertising and Marketing in connection with Prospectus Offerings; • Out Clauses and Several Liability of Underwriters; and • Concurrent private placements in the United States