TSX VENTURE EXCHANGE SHORT FORM OFFERING DOCUMENT. SABER CAPITAL CORP. (the Issuer or Saber ) 67 East 5th Avenue Vancouver, British Columbia V5T 1G7

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1 The securities offered hereunder are speculative in nature. Information concerning the risks involved may be obtained by reference to this document; further clarification, if required, may be sought from the Agent or an advisor registered under the Securities Act (British Columbia) and the Securities Act (Alberta). Neither the TSX Venture Exchange (the Exchange ) nor any securities regulatory authority has in any way passed upon the merits of the securities offered under this Offering Document. TSX VENTURE EXCHANGE SHORT FORM OFFERING DOCUMENT New Issue December 2, 2016 SABER CAPITAL CORP. (the Issuer or Saber ) 67 East 5th Avenue Vancouver, British Columbia V5T 1G7 PI FINANCIAL CORP. (the Agent ) Burrard Street Vancouver, British Columbia V6C 3N1 COMPUTERSHARE INVESTOR SERVICES INC. 2nd Floor, 510 Burrard Street Vancouver, British Columbia V6C 3B9 Offering of $1,999, ,739,130 Units at a price of $1.15 per Unit This Short Form Offering Document (the Offering Document ) qualifies for distribution 1,739,130 Units of the Issuer at a price of $1.15 per Unit (the Offering ). Each Unit consists of one Saber Post- Consolidation Common Share (as defined herein) of the Issuer and one-half of one share purchase warrant (a Warrant ), with each whole Warrant exercisable at a price of $1.75 per Saber Post- Consolidation Common Share for a period of 36 months from the date of closing of the Offering. See Plan of Distribution and Business of the Issuer General Share Consolidation. Number of Units Price to Public (1) Agent s Compensation (2) Net Proceeds to the Issuer (3) Per Unit 1 $1.15 $0.092 $1.058 (1) Offering 1,739,130 $1,999, $159, $1,839, Notes: (1) The price of the Units offered has been established by the negotiation between the Issuer and the Agent. (2) Pursuant to an agency agreement among the Issuer, Emblem Corp. ( Emblem ) and the Agent dated for reference November 10, 2016 (the Agency Agreement ), the Issuer has agreed to pay the Agent a commission equal to 8% of the gross proceeds for any Units sold under the Offering which will be satisfied by issuing units ( Commission Units ) at a

2 - ii - deemed price equal to the offering price of the Units, being $1.15 per Unit. Each Commission Unit consists of one Saber Post-Consolidation Common Share (an Agent Unit Share ) and one-half of one share purchase warrant with each whole warrant exercisable at a price of $1.75 per Saber Post-Consolidation Common Share (an Agent Warrant ). The Agent s Warrants are on the same terms as the Warrants. See Plan of Distribution. (3) Before deducting the costs of this Offering, estimated to be $50,000, which includes the Agent s expenses (including legal expenses) and the Issuer s legal, accounting and other offering expenses. See Use of Proceeds. The information provided in this Offering Document is supplemented by disclosure contained in the documents listed below which are incorporated by reference into this Offering Document. These documents must be read together with this Offering Document in order to provide full, true and plain disclosure of all material facts relating to the securities offered by this Offering Document. The documents listed below are not contained within, or attached to the Offering Document, and will be provided by the Issuer, at no charge, upon request. Alternatively, the documents may be accessed by the reader of the Offering Document at the following locations: Type of Document Date of Document Location at which Document may be Accessed News Release December 2, Material Change Report December 2, Filing Statement (the Filing Statement ) November 30, Unaudited Financial Statements for the interim period ended July 31, 2016 Management Discussion & Analysis for the interim period ended July 31, 2016 Audited Financial Statements for the year ended January 31, 2016 Management Discussion & Analysis for the year ended January 31, 2016 September 29, 2016 September 29, 2016 May 4, 2016 May 4, Any material change report filed with the applicable securities commission subsequent to the date of this Offering Document and prior to the distribution of securities under this Offering Document (a Subsequently Triggered Report ) will be deemed to be incorporated by reference into this Offering Document. Securities offered by this Offering Document are being offered under an exemption from the prospectus requirements. Purchasers may not receive all of the information required by or have all of the rights available to a purchaser under a prospectus. Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Filing Statement which is incorporated by reference into this Offering Document. The closing of the Offering is conditional on the Exchange s conditional acceptance of the Issuer s transaction (the Transaction ) with Emblem as described herein and the concurrent closing of the Transaction. It is intended that, if completed, the Transaction will constitute the Issuer s qualifying transaction under Exchange Policy 2.4 Capital Pool Companies ( CPC Policy ). The Issuer, upon completion of the Transaction, is referred to herein as the Resulting Issuer.

3 - iii - TABLE OF CONTENTS CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS... 1 PLAN OF DISTRIBUTION... 2 THE OFFERING... 2 APPOINTMENT OF AGENT... 2 SECURITIES LEGISLATION EXEMPTION... 3 PROFESSIONAL GROUP... 4 USE OF PROCEEDS... 4 FUNDS AVAILABLE... 4 PRINCIPAL PURPOSES... 4 GENERAL... 5 RISK FACTORS... 6 RISKS RELATED TO THE BUSINESS OF THE ISSUER AND, ON COMPLETION OF THE TRANSACTION, THE RESULTING ISSUER... 6 RISKS RELATING TO THE OFFERING TRANSACTION THE TRANSACTION CORPORATE INFORMATION DIRECTORS, OFFICERS, PROMOTERS AND PRINCIPAL HOLDERS OF VOTING SECURITIES NAME, ADDRESS, OCCUPATION AND SECURITY HOLDING MANAGEMENT CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES PRINCIPAL HOLDERS OF VOTING SHARES OPTIONS TO PURCHASE SECURITIES OF THE RESULTING ISSUER SECURITIES OF THE ISSUER HELD AND TO BE HELD IN ESCROW PARTICULARS OF ANY MATERIAL FACTS CONTRACTUAL RIGHTS OF ACTION CONTRACTUAL RIGHTS OF WITHDRAWAL CERTIFICATE OF THE ISSUER CERTIFICATE OF THE AGENT ACKNOWLEDGMENT PERSONAL INFORMATION... 38

4 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this Offering Document constitute forward-looking statements. These statements, identified by words such as plan, anticipate, believe, estimate, should, expect and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. Examples of such statements include: (a) the intention to complete the Transaction, (b) the description of the Resulting Issuer that assumes completion of the Transaction; and (c) in respect of the Resulting Issuer and Emblem, statements pertaining to Emblem s proposed operations and method for funding thereof, expectations regarding the ability to raise capital and to be able to obtain and maintain all applicable licences and permits for Emblem s operations, treatment under governmental regulatory regimes and tax laws, capital expenditure programs and the timing and method of financing thereof and future development plans and status of assets, future growth and performance. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking information contained in this Offering Document. Such forward-looking information is based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of Saber and Emblem to complete the Transaction, satisfy conditions under the Arrangement Agreement, satisfy the requirements of the Exchange such that it will issue the Final Exchange Bulletin, obtain necessary financing, successfully integrate Saber and Emblem and manage risks; the economy generally; and current and future stock prices, results of operations, availability of permits and licences, market conditions, the regulatory and foreign environment, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, fluctuations in foreign currency exchange rates, business prospects and opportunities, transportation delays, accidents, labour disputes and other risks of the medical marihuana industry, political developments, arbitrary changes in law, delays in obtaining governmental approvals and anticipated and unanticipated costs. The factors identified above are not intended to represent a complete list of the factors that could affect Saber, the Resulting Issuer or Emblem. Additional risk factors are noted under the heading Risk Factors. The Resulting Issuer intends to discuss in its quarterly and annual reports any events or circumstances that occurred during the period to which such documents relate that are reasonably likely to cause actual events or circumstances to differ materially from those disclosed in this Offering Document. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on our business or the extent to which any factor, or combination of such factors, may cause actual results to differ materially from those contained in any forwarding looking statement. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Resulting Issuer. The forward looking statements contained in this Offering Document are expressly qualified by this cautionary statement. Forward-looking statements are made based on management s beliefs, estimates and opinions on the date the statements are made and, except as required by law, the Resulting Issuer undertakes no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise, after the date which the statements are made to reflect the occurrence of unanticipated events. Readers are cautioned against attributing undue certainty to, and placing undue reliance on, forward-looking statements.

5 - 2 - PLAN OF DISTRIBUTION The Offering The Issuer, through the Agent, hereby offers for sale 1,739,130 Units at the offering price of $1.15 per Unit for gross proceeds of $1,999, Each Unit consists of one Saber Post-Consolidation Common Share and one-half of one Warrant, with each whole Warrant exercisable at a price of $1.75 per Saber Post-Consolidation Common Share for a period of 36 months from the date of closing of the Offering. The Saber Post-Consolidation Common Shares issued upon the exercise of such Warrants will be subject to a 12 month contractual escrow period from the date the Saber Post-Consolidation Common Shares commence trading on the Exchange. The Offering will be made in accordance with the rules and policies of the Exchange and will take place on a day determined by the Agent and the Issuer within 60 days from the date of acceptance of this Offering Document by the Exchange (the Offering Day ). The completion of the Offering (the Closing ) is expected to take place after the Offering Day as agreed by the Issuer and the Agent. This distribution is being made only to residents of British Columbia and Alberta as agreed to by the Issuer and the Agent, and such other jurisdictions where the Units may lawfully be sold (the Selling Jurisdictions ). The Closing of the Offering is conditional upon the Exchange s conditional acceptance of the Transaction. The Exchange provided the Issuer with conditional acceptance of the Transaction on November 30, The Offering is also conditional on the concurrent completion of the Transaction. Appointment of Agent Pursuant to the terms of the Agency Agreement, the Agent has agreed to act as the Issuer s agent to offer for sale, on a best efforts basis, the Units offered herein subject to the terms and conditions of the Agency Agreement. The Issuer has agreed to pay the Agent a commission equal to 8% of the gross proceeds for any Units sold. Each Commission Unit consists of one Agent s Unit Share and one-half of one Agent s Warrant. The Agent s Warrants will be on the same terms as the Warrants. The Agent will solicit subscriptions for Units only in the Selling Jurisdictions. The Agent reserves the right to offer selling group participation, in the normal course of the brokerage business to selling groups of other licensed brokers and investment dealers who may or may not be offered part of the commission or the Commission Units. The Agent may terminate its obligations under the Agency Agreement at any time before the Closing if, among other things, there should occur any material change (actual, contemplated or threatened) or any change in a material fact or occurrence of a material fact or event in the business, operations, assets, affairs, capital, condition or prospects (financial or otherwise) of the Issuer or Emblem which, in the opinion of the Agent, would reasonably be expected to have a significant adverse effect on the market price or value of the Saber Post-Consolidation Common Shares. The Agent may also terminate its obligations under the Agency Agreement if the state of the financial markets, whether national or international, is such that the Units cannot, in the sole discretion of the Agent, be successfully marketed.

6 - 3 - Securities Legislation Exemption The Units in this Offering are being distributed pursuant to Part 5 of National Instrument Prospectus and Registration Exemptions ( NI ) which provides an exemption from the prospectus requirements of the Securities Laws in the Selling Jurisdictions. The Units are also being distributed in compliance with Policy 4.6 of the Exchange s Corporate Finance Manual. For the purposes of this Offering Document and Securities Laws means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to the Issuer. The following provisions of NI , among others, apply to the Offering: (a) the Saber Post-Consolidation Common Shares issued under this Offering, when added to the securities of the same class issued under prior exchange offerings (as that term is defined in NI ), exceed neither the number of securities of the same class outstanding: (i) (ii) immediately before this Offering; nor immediately before a prior exchange offering; (b) (c) (d) (e) (f) (g) (h) the gross proceeds of the Offering, when added to the gross proceeds from all prior exchange offerings completed during the 12 month period immediately preceding the date of this Offering Document, do not exceed $2,000,000; all Saber Post-Consolidation Common Shares acquired by a purchaser who is, at the time of Closing, a Designated Hold Purchaser (defined as a purchaser that is an insider or promoter of the Issuer, the Agent or a member of the Professional Group), will be subject to a hold period which will run for four months and one day from the date of Closing; a Purchaser who acquires more than $40,000 will be subject to a four month hold period on the portion of those Saber Post-Consolidation Common Shares which are in excess of $40,000; no more than 50% of the Saber Post-Consolidation Common Shares sold hereunder may be subject to the four month hold period; no Purchaser may purchase more than 20% of the Offering; the Issuer will only accept subscriptions from purchasers to the extent that such investment qualifies for the exemption being relied upon; and the Issuer must deliver the Offering Document and any subsequently triggered report to each purchaser before the Issuer enters into the written confirmation of purchase and sale resulting from an order or subscription for securities being distributed under the Offering Document, or not later than midnight on the 2nd business day after the agreement of purchase and sale is entered into.

7 - 4 - Professional Group Other than as set forth below, the Professional Group, as defined in National Instrument Underwriting Conflicts, does not beneficially own, directly or indirectly, any securities of the Issuer or Emblem. Funds Available USE OF PROCEEDS Assuming that the expenses of the Transaction are $500,000, the following is a breakdown of the funds that will be available to the Resulting Issuer (the Available Funds ) upon completion of the Transaction: Source Amount Estimated working capital of Saber as at October 31, 2016 $700,000 Estimated working capital of Emblem as at October 31, 2016 ($1,675,000) Estimated net proceeds from mortgage financing November 24, 2016 $5,350,000 Estimated proceeds from the Offerings $23,500,000 Less estimated expenses of the Offerings and Transaction ($550,000) Total available funds $27,325,000 Principal Purposes The primary purposes of the Transaction are to obtain additional equity capital, create a public market for the common shares of Emblem ( Emblem Common Shares ), provide additional working capital in order to execute on the Resulting Issuer s future business strategies and facilitate future access by the Resulting Issuer to financing opportunities. The principal purposes for which the available funds of the Resulting Issuer as set forth above are expected to be used during the 12 month period following the Transaction are described below: Estimated Use of Net Funds Amount Estimated investment in the Existing Facility Expansion $22,000,000 Estimated investment in cannabis oil production and pharmaceutical formulations $2,000,000 Operating Costs $2,100,000 Interest expense $440,000 Working capital available $785,000

8 - 5 - Estimated Use of Net Funds Amount Total $27,325,000 The proceeds of this Offering are intended to be used for the purposes set forth above. However, the Issuer reserves the right to redirect any portion of the funds in such manner as it considers to be in the best interests of the Issuer. General Overview The Issuer is a capital pool company ( CPC ) listed on the Exchange. The Issuer s business is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation in such assets or businesses with the view of completing a Qualifying Transaction. A Qualifying Transaction is a transaction where a CPC acquires by way of purchase, amalgamation, merger or arrangement with another Company or by other means, one or more assets or businesses which, when purchased, optioned or otherwise acquired by the CPC, together with any other concurrent transactions would result in the CPC meeting the Initial Listing Requirements. Until the completion of a Qualifying Transaction, the Issuer will not carry on any business other than the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction. The Transaction On August 23, 2016, the Issuer entered into the Arrangement Agreement with Emblem and Newco, a wholly owned subsidiary of the Issuer, whereby the Issuer has agreed to acquire all of the issued and outstanding Emblem Shares. Under the terms of the Arrangement Agreement, each shareholder of Emblem will receive one Saber Post-Consolidation Common Share in exchange for each Emblem Common Share. The Transaction, if completed, will be structured as a three-cornered amalgamation whereby Emblem will amalgamate with Newco (the Amalgamation ). In connection with the Transaction, on November 10, 2016, the Issuer completed a brokered (the Brokered Offering ) and non-brokered offering (the Non-Brokered Offering and collectively with the Brokered Offering, the Subscription Receipt Offerings ) of subscription receipts ( Subscription Receipts ) to raise an aggregate of approximately $21,599,000. See Transaction The Transaction. Share Consolidation Immediately prior to the Amalgamation and closing of the Offering and as a condition to the Arrangement Agreement, the Issuer will consolidate (the Consolidation ) its common shares on the basis of one post- Consolidation common share of the Issuer (each, a Saber Post-Consolidation Common Share ) for every four pre-consolidation common shares of the Issuer ( Saber Common Shares ). The Issuer currently has 17,666,409 Saber Common Shares issued and outstanding. Following the Consolidation, the Issuer will have approximately 4,416,602 Saber Post-Consolidation Common Shares issued and outstanding.

9 - 6 - Business of Emblem Emblem was incorporated under the CBCA on October 8, Emblem owns all of the shares of Emblem Cannabis Corp. ( ECC ), which was incorporated under the CBCA on August 26, 2013 and is the operating entity of Emblem that holds a license (the ACMPR License ) to produce medical marihuana under the Access to Cannabis for Medical Purposes Regulations (the ACMPR ) as of August 26, 2015 which allows ECC to produce and sell as a licensed produced under the ACMPR (licence amended July 27, 2016 to allow for sale of cannabis to the public and increased production). Emblem and ECC were founded by its founding shareholders for the purpose of making an application to Health Canada under the ACMPR framework (the Marihuana for Medical Purposes Regulations at the time of application). KindCann Realty Limited ( KRL ), a wholly-owned subsidiary of Emblem, purchased a pre-existing agricultural production facility in Paris, Ontario (the Existing Facility ). The Existing Facility is located on three (3) acres of industrial (M2 Special Industrial) zoned lands which is suitable for significant expansion. The Existing Facility has convenient access to Highway #24A (Grand River St, N) and Highway #403. The Existing Facility consists of a 23,500 square foot production building and a separate 3,500 square foot administration building. In October, 2015 Emblem purchased a contiguous 1.2 acre parcel of land with a 5,000 square foot administration building. The main 23,500 square foot production building has been renovated to incorporate 2,400 square feet of mothering and vegetation rooms and 3,200 square feet of flowering rooms together with attendant drying, packaging & fulfillment areas, vault area and administration. The production building also has an additional three growing rooms comprising 4,800 square feet in the aggregate (the Phase 2 Grow Rooms ) that are currently being completed and equipped and are expected to be put into production in February/March of The production building has high quality shipping/receiving capability and ample parking. After completion of the Phase 2 Grow Rooms, the production building will allow Emblem to produce about 1,750 kilograms of medical marihuana annually. The foregoing is a general summary of the business of Emblem. Additional information about Emblem is set forth in detail in the Filing Statement, which is specifically incorporated by reference herein, as filed on SEDAR and may be viewed under the Issuer`s issuer profile at RISK FACTORS The purchase of the Units for sale hereunder should be considered a highly speculative investment due to the nature of the Issuer s business and its present stage of development and is subject to a number of risks, including those set forth herein. Potential investors should carefully review the following factors together with the other information contained in this Offering Document and the documents incorporated by reference including, in particular, but not limited to, the factors set out under Risk Factors in the Filing Statement, before making an investment decision. Risks Related to the Business of the Issuer and, on completion of the Transaction, the Resulting Issuer Requirement for Permits and Licences Emblem and ECC will apply for, as the need arises, all necessary licences and permits, including but not limited to the renewal of those licences and permits under the ACMPR or the extension of those licenses and permits to ECC s expanding facilities, to carry on the activities it expects to conduct in the future.

10 - 7 - However, the ability of Emblem or its Affiliates to obtain, sustain or renew any such licences and permits or extend them to expanding facilities on acceptable terms is subject to changes in regulations and policies and to the discretion of the applicable Canadian regulatory authorities. Any loss of interest in any licence or permit required under the ACMPR, or the failure of appropriate governmental authority to issue or renew such licences or permits upon acceptable terms, would have a material adverse impact upon the Resulting Issuer. The current license expires on January 26, Although ECC believes it will meet the requirements of the ACMPR for extension of the license, there can be no guarantee that Health Canada will extend or renew the license or, if it is extended or renewed, that it will be extended or renewed on the same or similar terms. Should Health Canada not extend or renew the license or should it renew the license on different terms, the business, financial condition and results of the operation of ECC and the Resulting Issuer would be materially adversely affected. At the end of each term of the Emblem s ACMPR License, Emblem must submit an application for renewal to Health Canada containing information prescribed by the ACMPR. The ACMPR requires that the Federal Minister of Health, after examining the application and any supplementary information requested, issue a renewed license, unless the applicant fails to meet certain prescribed criteria. ECC is not currently aware of any reason why it would not be able to receive renewal of its ACMPR License. Emblem may incur significant net losses in the future and may not achieve or maintain profitability Emblem is a recently formed business and has limited operating history. Shareholders must rely upon the ability of Emblem and its management to implement its business plan and strategy in a manner that is consistent with the business plan and strategy described in this Offering Document and in the Filing Statement. Emblem has incurred losses in recent periods. Emblem may not be able to achieve or maintain profitability and may continue to incur significant losses in the future. In addition, Emblem expects to continue to increase operating expenses as it implements initiatives to continue to grow its business. If Emblem s revenues do not increase to offset these expected increases in costs and operating expenses, Emblem will not be profitable. Emblem will be subject to the general risks inherent in the ownership and operation of the business of planting, growing, harvesting and marketing medical marihuana, which, as an agricultural product, is subject to the general risks associated with all agricultural products such as changes in raw material costs, the risk and uncertainties of planting, growing and harvesting, environmental matters, considerations relating to product quality, grading and branding, changes in laws and other general economic and market conditions. Equally important, marihuana, like all agricultural products is essentially a commodity. Although Emblem will use its best marketing efforts to distinguish it products from those of its competitors, there can be no assurance that such efforts will be successful. Regulatory Risks Emblem s operations are subject to a variety of laws, regulations and guidelines relating to the manufacture, management, transportation, storage and disposal of medical cannabis but also including laws and regulations relating to health and safety, privacy, the conduct of operations and the protection of the environment. While to the knowledge of Emblem s management, ECC is currently in compliance with all such laws, changes to such laws, regulations and guidelines due to matters beyond the control of ECC and Emblem may cause adverse effects to ECC s operations and the financial condition of ECC and the Resulting Issuer.

11 - 8 - The ACMPR is a new regime established in August 2016, replacing the previous MMPR (established in June 2013), following a February 24, 2016 Federal Court of Canada decision ruling the MMPR unconstitutional as it did not provide reasonable access to medical marihuana. As such, revisions to the regime could be implemented which could have an impact on the Resulting Issuer s operations, including increased opportunity for individual producers (see Individual Producers immediately below). Furthermore, although the operations of Emblem are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail the Resulting Issuer s ability to distribute or, in the future, produce medical marihuana. Amendments to current laws and regulations governing the importation, distribution, transportation and/or production of medical marihuana, or more stringent implementation thereof could have a substantial adverse impact on the Resulting Issuer. Additionally, Emblem s pharmaceutical formulations are subject to approval by Health Canada. If Health Canada does not provide such approval, this could have a substantial adverse impact on the Resulting Issuer. Individual Producers Following a February 2016 Federal Court of Canada decision, the MMPR was deemed unconstitutional as it did not provide reasonable access for those seeking medical marihuana. Under the new ACMPR, registered persons may produce medical marihuana for their own personal use. If many individuals produce their own medical marihuana, then this may result in a smaller customer base for the Resulting Issuer which may ultimately have a materially adverse effect on the business of the Resulting Issuer. Environmental Regulation and Risks Emblem s operations will be subject to environmental regulation federally and in the municipal and provincial jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards. They also set forth limitations on the generation, transportation, storage and disposal of waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Resulting Issuer s operations. Government approvals and permits are currently, and may in the future be required in connection with the Resulting Issuer s operations. To the extent such approvals are required and not obtained, the Resulting Issuer may be curtailed or prohibited from its proposed production of medical marihuana or from proceeding with the development of its operations as currently proposed. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. The Resulting Issuer may be required to compensate those suffering loss or damage by reason of its operations and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing the production of medical marihuana, or more stringent implementation thereof, could have a material adverse impact on the Resulting Issuer and

12 - 9 - cause increases in expenses, capital expenditures or production costs or reduction in levels of production or require abandonment or delays in development. Employee Health and Safety Regulations Emblem s operations are subject to laws and regulations concerning and employee health and safety and Emblem will incur ongoing costs and obligations related to compliance with such matters. Failure to comply with safety laws and regulations may result in additional costs for corrective measures, penalties or in restrictions on our manufacturing operations. In addition, changes in employee health and safety or other laws, more vigorous enforcement thereof or other unanticipated events could require extensive changes to Emblem s operations or give rise to material liabilities, which could result in a material adverse effect on the operations of Emblem or the Emblem Subsidiaries. New Industry and Market Emblem s business as a licensed producer represents a relatively new industry and young market resulting from the ACMPR (and the MMPR) and its regulated regime. In addition to being subject to general business risks and to risks inherent in the nature of an early stage business, a business involving an agricultural product and a regulated consumer product, Emblem and the Resulting Issuer will need to build brand awareness in the new industry and market through significant investments in its strategy, its production capacity, quality assurance and compliance with regulations, especially against competitors who have already spent some time building their brand. These activities may not promote the Resulting Issuer brand and products as effectively as intended, or at all. This new market and industry into which management is entering will have competitive conditions, consumer tastes, patient requirements and unique circumstances and spending patterns that differ from existing markets. There are no assurances that this new industry and market will exist or grow as currently estimated or anticipated, or function and evolve in a manner consistent with management s expectations and assumptions. Any event or circumstance that affects this new market and industry may materially and adversely affect the business, financial conditions and results of operations of Emblem and the Resulting Issuer. Reliance on a Single Facility To date, Emblem s activities and resources have been primarily focused on the Existing Facility. Adverse changes or developments affecting the Existing Facility could have a material adverse effect on the business, financial condition and prospects of Emblem and the Emblem Subsidiaries. Reliance on third parties The nature of Emblem s business may require engaging third party suppliers and contractors. Nonperformance by such third parties may disrupt the operations of the Emblem which could have a substantial adverse impact on the Resulting Issuer. Reliance on Skilled Workers The ability of Emblem to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labour, equipment, parts and components. No assurances can be given that Emblem will be successful in maintaining its required supply of skilled labour, equipment, parts and components. It is also possible that the final costs of the major equipment contemplated by Emblem may be significantly greater than anticipated by management, and may be greater than funds available, in which circumstance Emblem may curtail, or extend the timeframes for completing, its capital expenditure plans. This could have an adverse effect on the financial results of the Resulting Issuer.

13 Limited Experience Operating a Licensed Producer The board and management of the Resulting Issuer will have overall responsibility for management of the Resulting Issuer and, while certain of the Resulting Issuer s directors and officers have extensive experience in management and finance as well as in the operation of publicly-owned businesses, certain officers have limited experience operating a public company. In addition, the Resulting Issuer will be required to develop control systems and procedures required to operate as a public company, and these systems and procedures could place a significant strain on the Resulting Issuer s management systems, infrastructure and other resources. The Resulting Issuer cannot assure shareholders of the Resulting Issuer that its management s past experience will be sufficient to enable the Resulting Issuer to successfully operate as a public company. Similarly, though certain of the Resulting Issuer s directors and officers have extensive experience in similar industries involving pharmaceutical products, the nature of the new industry and developing market for medical marihuana may result in management having to change focus and strategy and adapt to an evolving and changing market and industry. In addition, the Resulting Issuer will be susceptible to adverse developments in this new market and industry, the sole market in which it will operate upon completion of the Transaction, such as new developments, changing demographics, changing regulatory regime and other factors. If the Resulting Issuer is unable to successfully operate as a public company or as a licensed producer, this could substantially reduce its earnings and its ability to generate stable positive cash flow from its operations and may reduce the value of the common shares of the Resulting Issuers and adversely affect the Resulting Issuer s ability to raise additional capital. Attracting Customers Emblem s cash-flow is dependent on its ability to attract customers. As Emblem is a young company, it may not be able to attract enough customers to allow it to achieve its cash-flow breakeven point. Insurance and Uninsured Risks Emblem s business (both currently and as proposed following completion of the Transaction) is subject to a number of risks and hazards generally, including adverse environmental conditions, accidents, labour disputes and changes in the regulatory environment. Such occurrences could result in damage to assets, personal injury or death, environmental damage, delays in operations, monetary losses and possible legal liability. Emblem will obtain insurance as to its business operations, including general liability, fire, flood and extended coverage. There are, however, certain types of risks, generally of a catastrophic nature, or environmental contamination, which currently are or may in the future become either uninsurable or not insurable on an economically viable basis. The Resulting Issuer may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. The Resulting Issuer might also become subject to liability for pollution or other hazards which may not be insured against or which the Resulting Issuer may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Resulting Issuer to incur significant costs that could have a material adverse effect upon Emblem s (and the Emblem Subsidiaries ) financial performance and results of operations.

14 Unfavourable Publicity or Consumer Perception Emblem believes the medical marihuana industry is highly dependent upon consumer perception regarding the safety, efficacy and quality of the medical marihuana distributed to such consumers. Consumer perception of Emblem s products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of medical marihuana products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favourable to the medical marihuana market or any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favourable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for Emblem s products and the business, results of operations, financial condition and cash flows of Emblem and the Resulting Issuer. Emblem s dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, whether or not accurate or with merit, could have a material adverse effect on Emblem and the Resulting Issuer, the demand for Emblem s products, and the business, results of operations, financial condition and cash flows of Emblem and the Resulting Issuer. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of medical marihuana in general, or Emblem s products specifically, or associating the consumption of medical marihuana with illness or other negative effects or events, could have such a material adverse effect. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers failure to consume such products appropriately or as directed. Completion of the Transaction and Exchange Approval The completion of the Transaction is subject to several conditions precedent. There can be no assurances that the Transaction will be completed on the terms set out in the Arrangement Agreement, as negotiated, or at all. In the event that any of the conditions precedent are not satisfied or waived, the Transaction may not be completed. In addition, there is no guarantee that the Resulting Issuer will be able to satisfy the requirements of the Exchange such that it will issue the Final Exchange Bulletin, or the requirements of the Exchange such that it will list the common shares of the Resulting Issuer. Ongoing Need for Financing As the Resulting Issuer will likely operate at a loss throughout much of 2017, its ability to continue operations will be largely reliant on its continued attractiveness to equity investors. The Resulting Issuer is expected to incur operating losses as it continues to expend funds to develop its business operations. Even if its financial resources upon completion of the Transaction are sufficient to fund its current operations, there is no guarantee that the Resulting Issuer will be able to achieve its business objectives. The continued development of Emblem following the Transaction will require substantial additional financing. The failure to raise such capital could result in the delay or indefinite postponement of current business objectives or the Resulting Issuer going out of business. The primary source of funding available to the Resulting Issuer will consist of equity financing. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Resulting Issuer. In addition, from time to time, the Resulting Issuer may enter into transactions to acquire assets or the shares of other corporations. These transactions may be financed wholly or partially with debt, which may temporarily increase the Resulting Issuer s debt levels above industry standards.

15 Volatile Stock Price The stock price of the Resulting Issuer is expected to be highly volatile and could be drastically affected by governmental and regulatory regimes and community support for the medical marihuana industry. The Resulting Issuer cannot predict the results of its operations expected to take place in the future. The results of these activities will inevitably affect the Resulting Issuer s decisions related to future operations and will likely trigger major changes in the trading price of the Saber Post-Consolidation Common Shares. Potential Conflicts of Interest Some of the individuals who will be appointed as directors or officers of the Resulting Issuer are also directors and/or officers of other reporting and non-reporting issuers. As of the date of this Offering Document, and to the knowledge of the directors and officers of Saber and Emblem, there are no existing conflicts of interest between Saber and Emblem and any of the individuals who will continue as directors or officers of the Resulting issuer following the completion of the Transaction, other than as may arise in connection with the 25% interest held by each of Harvey Shapiro and Gordon Fox in White Cedar Pharmacy Corporation, which owns the remaining 50% of GrowWise. Additional situations may arise where the directors and/or officers of the Resulting Issuer may be in competition with the Resulting Issuer. Any conflicts will be subject to and governed by the law applicable to directors and officers conflicts of interest. In the event that such a conflict of interest arises at a meeting of the Resulting Issuer s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Resulting Issuer are required to act honestly, in good faith and in the best interests of the Resulting Issuer. Market for Emblem Common Shares There is currently no market through which the Emblem Common Shares may be sold. An active public market for the common shares of the Resulting Issuers may not develop or be sustained following the Transaction. If an active public market does not develop or is not sustained, the liquidity of the common shares of the Resulting Issuer may be limited, and the price of the common shares of the Resulting Issuer may decline below the purchase price of the Emblem Common Shares and/or the Saber Common Shares obtained in Emblem s recent private placements and the Offerings (as adjusted to give effect to the Consolidation), respectively. Future Sales of Resulting Issuer Common Shares by Existing Shareholders Sales of a large number of Resulting Issuer Common Shares in the public markets, or the potential for such sales, could decrease the trading price of the Resulting Issuer Common Shares and could impair the Resulting Issuer s ability to raise capital through future sales of Resulting Issuer Common Shares. Emblem and Saber may from time to time have previously issued securities at an effective price per share which was lower than the market price of the Resulting Issuer Common Shares from time to time. Accordingly, certain shareholders of the Resulting Issuer may have an investment profit in the Resulting Issuer Common Shares that they may seek to liquidate following the closing of the Transaction. Market Price of Resulting Issuer Common Shares The Emblem Common Shares do not currently trade on any exchange or market, and the Saber Common Shares are currently listed and posted for trading on the Exchange. Securities of micro-cap and small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic

16 developments in North America and globally, and market perceptions of the attractiveness of particular industries. If the Transaction is completed, the price of the Resulting Issuer Common Shares is also likely to be significantly affected by changes in applicable rules and regulations governing the importation, distribution and production of medical marihuana, or in financial condition or results of operations of the Resulting Issuer and its subsidiaries. Other factors unrelated to the performance of Resulting Issuer or Emblem that may have an effect on the price of the Resulting Issuer Common Shares include the following: the extent of analytical coverage available to investors concerning the business of Resulting Issuer or Emblem may be limited if investment banks with research capabilities do not follow the Resulting Issuer s securities; lessening in trading volume and general market interest in the Resulting Issuer s securities may affect an investor s ability to trade significant numbers of Resulting Issuer Common Shares; the size of the Resulting Issuer s public float may limit the ability of some institutions to invest in the Resulting Issuer s securities; and a substantial decline in the price of the Resulting Issuer Common Shares that persists for a significant period of time could cause the Resulting Issuer s securities, if listed on an exchange, to be delisted from such exchange, further reducing market liquidity. As a result of any of these factors, the market price of the Resulting Issuer Common Shares at any given point in time may not accurately reflect the long-term value of the Resulting Issuer or Emblem following the completion of the Transaction or otherwise. Securities class-action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Resulting Issuer may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management s attention and resources. Holding Company The Resulting Issuer is, at least initially upon completion of the Transaction, a holding company and essentially all of its assets are the capital stock of its subsidiaries. As a result, investors in the Resulting Issuer are subject to the risks attributable to its subsidiaries. As a holding company, the Resulting Issuer conducts substantially all of its business through its subsidiaries, which generate substantially all of its revenues. Consequently, the Resulting Issuer s cash flows and ability to complete current or desirable future enhancement opportunities are dependent on the earnings of its subsidiaries and the distribution of those earnings to the Resulting Issuer. The ability of these entities to pay dividends and other distributions will depend on their operating results and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained by such companies and contractual restrictions contained in the instruments governing their debt. In the event of a bankruptcy, liquidation or reorganization of any of the Resulting Issuer s subsidiaries, holders of indebtedness and trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to the Resulting Issuer. Attraction and Retention of Key Personnel Including Directors The Resulting Issuer will have a small management team and the loss of a key individual or inability to attract suitably qualified staff could have a material adverse impact on its business. The Resulting Issuer may also encounter difficulties in obtaining and maintaining suitably qualified staff in certain of the jurisdictions in which it conducts business. Emblem and Saber have each sought to and will continue to ensure that management, directors and any key employees are provided with appropriate incentives; however, their services cannot be guaranteed. Competition The Canadian medical marihuana industry is competitive in all of its phases. The Resulting Issuer will face strong competition from other companies. Many of these companies have greater financial resources,