Canntab Therapeutics Limited

Headnote

Section 144 of the Securities Act (Ontario) -- application for a partial revocation of a cease trade order -- issuer cease traded due to failure to file audited annual financial statements -- issuer has applied for a partial revocation of the cease trade order to permit the issuer to proceed with a private placement to accredited investors -- issuer will use proceeds from the private placement to bring itself into compliance with its continuous disclosure obligations, pay outstanding filing fees and for working capital purposes -- partial revocation granted subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144.

National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

CANNTAB THERAPEUTICS LIMITED

PARTIAL REVOCATION ORDER

UNDER THE SECURITIES LEGISLATION OF ONTARIO (the Legislation)

Background

1. Canntab Therapeutics Limited (the Applicant) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on October 4, 2023.

2. The Applicant has applied to the Principal Regulator for a partial revocation order of the FFCTO.

Interpretation

Terms defined in National Instrument 14-101 Definitions or in National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions have the same meaning if used in this order, unless otherwise defined.

Representations

3. This decision is based on the following facts represented by the Applicant:

a. The Applicant was incorporated pursuant to the Canada Business Corporations Act as "Telferscot Resources" on May 31, 2010.

b. On April 11, 2018, Telferscot Resources Inc. changed its name to "Canntab Therapeutics Limited".

c. The Applicant's head office is located at 1 Adelaide St. East, Suite 801, Toronto, Ontario, M5C 2V9, Canada.

d. The Applicant is currently a reporting issuer in the provinces of Alberta, British Columbia, Manitoba, and Ontario. The Applicant is not a reporting issuer in any other jurisdiction in Canada.

e. The Applicant's authorized share capital consists of an unlimited number of common shares (Common Shares). The Applicant has 38,909,159 Common Shares issued and outstanding and $2,887,000 in secured convertible debentures (Debentures), comprised of Debentures issued under two offerings: (i) $1,525,000 in Debentures issued on December 30, 2020 issued at a price of $1,000 per Debenture bearing an interest rate of 10% per annum with an initial conversion price of $0.90 per Common Share, subsequently reduced to $0.70, a term of two years and due by December 30, 2022, subsequently extended to October 31, 2023, and (ii) $1,312,000 Debentures issued at a price of $1,000 per Debenture bearing an interest rate of 10% per annum with a conversion price of $0.70 per Common Share, a term of two years and due by January 31, 2024. The aggregate Debentures under both offerings are due along with interest thereon. Any warrants issued in connection with the Debentures have expired. Other than the issued and outstanding Common Shares and Debentures, the Applicant has no securities outstanding.

f. The Applicant is in default under the terms of the Debentures and the Debenture holders have rights under the Debentures to seize the assets of the Applicant, which may cast significant doubt upon the Applicant's ability to continue as a going concern.

g. The Common Shares are currently listed for trading on the Canadian Securities Exchange (the CSE) under the trading symbol "PILL". The Applicant is a "venture issuer" as defined in National Instrument 51-102 Continuous Disclosure Obligations.

h. The FFCTO was issued as a result of the Applicant's failure to file the following continuous disclosure materials as required by Ontario securities law:

i. audited annual financial statements for the year ended May 31, 2023;

ii. a Form 51-102F1 management's discussion and analysis (MD&A) for the year ended May 31, 2023; and

iii. the certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109)

(collectively, the Unfiled Documents).

i. The Unfiled Documents were not filed in a timely manner as a result of financial difficulties.

j. Subsequent to the failure to file the Unfiled Documents, the Applicant also failed to file the following documents:

i. interim unaudited financial statements for the interim periods ended August 31, 2023 and November 30, 2023;

ii. MD&A relating to the financial statements referred to in subparagraph (i) above; and

iii. certificates required to be filed in respect of the financial statements and MD&A referred to in subparagraphs (i) and (ii) immediately above pursuant to NI 52-109

(together with the Unfiled Documents, the Unfiled Continuous Disclosure).

k. The Applicant is seeking a partial revocation of the FFCTO to be able to complete a private placement in the province Ontario (the Private Placement) of up to $100,000 by way of an offering of up to 16,666,666 Common Shares at a price of $0.006 per Common Share. The Applicant intends to use the proceeds of the Private Placement to resolve outstanding fees, prepare audited financial statements and pay all other costs associated with applying for a full revocation of the FFCTO, with the remainder for general working capital purposes. The Private Placement will be conducted on a prospectus exempt basis with subscribers in Ontario who satisfy the requirements of section 2.3 of National Instrument 45-106 Prospectus Exemptions and section 73.3 of the Securities Act (Ontario).

l. The Applicant intends to prepare and file the Unfiled Continuous Disclosure and pay all outstanding fees within a reasonable period of time following the completion of the Private Placement. The Applicant also intends to apply to the Principal Regulator to have the FFCTO fully revoked.

m. Other than the failure to file the Unfiled Continuous Disclosure, the Applicant is not in default of any of the requirements of the Act or the rules and regulations made pursuant thereto, and is not in default of the requirements of the FFCTO. The Applicant's SEDAR+ and SEDI profiles are up to date.

n. The Applicant intends to allocate the proceeds from the Private Placement as follows:

Description	Cost
Accounting, audit and legal fees associated with the preparation and filing of the relevant continuous disclosure documents, as well as the preparation of the materials for the annual meeting, the Private Placement, and the applications for the partial revocation order and the full revocation order;	$40,000
Filing fees associated with obtaining the partial revocation order and the full revocation order, including fees payable to the applicable regulators, including the Principal Regulator; and	$15,000
Legacy accounts payable, including accounting and legal fees, outstanding CSE fees, consulting fees and outstanding transfer agent fees.	$10,000
Working capital, general, and administrative expenses.	$35,000
Total (up to):	$100,000

o. The Applicant reasonably believes that the Private Placement will be sufficient to bring its continuous disclosure obligations up to date and pay all related outstanding fees and provide it with sufficient working capital to continue its business.

p. As the Private Placement would involve a trade of securities and acts in furtherance of trades, the Private Placement cannot be completed without a partial revocation of the FFCTO.

q. The Private Placement will be completed in accordance with all applicable laws.

r. Prior to completion of the Private Placement, the Applicant will:

i. provide any subscriber to the Private Placement with:

(i) a copy of the FFCTO;

(ii) a copy of this partial revocation order; and

ii. obtain from each subscriber a signed and dated acknowledgment which clearly states that all of the Applicant's securities, including the securities issued in connection with the Private Placement, will remain subject to the FFCTO, and that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future.

s. Upon issuance of this order, the Applicant will issue a press release announcing the order and the intention to complete the Private Placement. Upon completion of the Private Placement, the Applicant will issue a press release and file a material change report. As other material events transpire, the Applicant will issue appropriate press releases and file material change reports as applicable.

Order

4. The Principal Regulator is satisfied that a partial revocation order of the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.

5. The decision of the Principal Regulator under the Legislation is that the FFCTO is partially revoked as it applies to the Issuer solely to permit the Private Placement provided that:

i. prior to completion of the Private Placement, the Applicant will:

(i) provide to each subscriber under the Private Placement a copy of the FFCTO;

(ii) provide to each subscriber under the Private Placement a copy of this partial revocation order; and

(iii) obtain from each subscriber under the Private Placement a signed and dated acknowledgment, which clearly states that all of the Applicant's securities, including the securities issued in connection with the Private Placement, will remain subject to the FFCTO, and that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future.

ii. The Applicant will make available a copy of the written acknowledgements referred to in paragraph (a)(iii) to staff of the Principal Regulator on request; and

iii. This order will terminate on the earlier of the closing of the Private Placement and 60 days from the date hereof.

DATED this 3rd, day of April 2024.

OSC File #: 2023/0605

SEDAR+ File #: 6059789